UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                December 31, 1997
                Date of Report (Date of earliest event reported)



                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                         0-26954          22-3350958
(State or other jurisdiction of      (Commission File        (IRS Employer
incorporation or organization)              Number)          Identification No.)



380 Allwood Road, Clifton, New Jersey                                 07012
(Address of principal executive offices)                              (Zip Code)


(Registrant's telephone number, including area code)              (973) 471-1005

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)

<PAGE>
ITEM 2.         Acquisition or Disposition of Assets

                On December 31, 1997,  Consolidated  Delivery & Logistics,  Inc.
("CDL")  entered into an agreement  (the "Asset  Purchase  Agreement")  with its
subsidiary,  Sureway Logistics Corporation ("Logistics") and Mimatar Corporation
("Mimitar"),  providing for the sale of certain  assets of Logistics to Mimitar.
This sale disposes of the previously disclosed discontinued  operations of CDL's
fulfillment  and direct  mail  business.  Under the terms of the Asset  Purchase
Agreement,  the assets  included  Logistics'  customer list,  prepaid  expenses,
advance rentals, security deposits, manufacturing, warehouse, computer and other
equipment,  license to use certain of Logistics'  intellectual  property assets,
assumption of equipment  leases and assignment to and assumption by Mimitar of a
real property  warehouse lease covering  Logistic's  principal place of business
(the "Facility Lease").

                The purchase  price for the assets was $850,000 with $125,000 in
cash and the remainder in the form of a promissory  note (the "Note").  The Note
will bear  interest at the rate of 6% per annum.  During 1998 interest only will
be payable monthly.  Commencing  February 1, 1999 the note will be paid in equal
monthly installments of $14,016 including principal and interest through January
1, 2004. The note is collateralized by a security interest in Mimitar's accounts
receivable,   equipment  and  general  intangibles.  The  security  interest  is
subordinate  to the interest of  Mimitar's  majority  shareholder.  The purchase
price  under  the  Asset  Purchase  Agreement  was  determined  by arm's  length
negotiations  between  the  parties  based on the  market  value  of the  assets
purchased and sold.

                The Asset Purchase  Agreement requires that Logistics obtain the
formal  written  consent of the landlord to the assignment of the Facility Lease
to Mimitar on or before  January 6, 1998.  Landlord  consent is expected but has
not been obtained.  The Asset Purchase Agreement may be terminated by Mimitar if
landlord consent is not obtained, however if CDL elects to litigate the landlord
consent  issue the Asset  Purchase  Agreement  will  continue  under terms to be
mutually agreed between CDL and Mimitar.

                The  description  above of the Asset Purchase  Agreement and the
Note is a summary and does not purport to be complete.  Reference should be made
to the copies of such documents  filed as exhibits to this report for a complete
description of their terms.

ITEM 7.         Financial Statements and Exhibits

                b.   Pro Forma Information

            Consolidated Delivery & Logistics, Inc. and Subsidiaries
   Introductory Notes to Unaudited Pro Forma Consolidated Financial Statements

                   The following pro forma condensed  consolidated balance sheet
as of September 30, 1997, and the pro forma condensed  consolidated statement of
continuing  operations  for the nine month  period  then ended and the pro forma
consolidated statement of continuing operations for year ended December 31, 1996
give  effect to CDL's  sale of certain  assets of  Logistics.  The  adjustments
related  to the pro  forma  condensed  consolidated  balance  sheet  assume  the
transaction was consummated at September 30, 1997,  while the adjustments to the
pro forma  consolidated  statement  of  operations  assume the  transaction  was
consummated on January 1, 1996. The final sale occurred on December 31, 1997.

                   The pro forma  condensed  consolidated  balance sheet and pro
forma  condensed  consolidated  statement of continuing  operations for the nine
months ended September 30, 1997 are based on the historical financial statements
of CDL which had  previously  been  reclassified  to  present  the  discontinued
operations of Logistics separately.  Accordingly, the only pro forma adjustments
required  are to  reflect  the  sale of  certain  assets  of  Logistics  and the
associated interest income and net interest savings.  The pro forma consolidated
statement of continuing operations for the year ended December 31, 1996 is based
on the historical  statements of CDL, which were not reclassified to present the
discontinued  operations of  Logistics.  The pro forma  adjustments  reflect the
reclassification of the discontinued  operations,  the sale of certain assets of
Logistics and the associated interest income and net interest savings.

                   The unaudited pro forma  financial  statements  are presented
for informational purposes only and do not purport to present what the condensed
consolidated  balance sheet would have been had the sale,  in fact,  occurred on
September 30, 1997 or what the  consolidated  statements  of operations  for the
nine months  ended  September  30, 1997 or for the year ended  December 31, 1996
would have been had the sale, in fact, occurred on January 1, 1996.

<PAGE>

            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
             UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997
                     (In thousands except share information)
<TABLE>
<S>                                                     <C>                      <C>                      <C>
                                                                CDL                                          Pro Forma
                                                           Consolidated             Pro Forma                   CDL
                                                             Pre-Sale              Adjustments              Consolidated
                                                        --------------------     -----------------        -----------------


                        ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                     $1,270                       $-                   $1,270
  Accounts receivable, net                                      22,348                        -                   22,348
  Prepaid expenses and other current assets                      2,819                        -                    2,819
  Net assets of discontinued operations                          1,989                     (830)   (1)             1,159
                                                        --------------------     -----------------        -----------------
    Total current assets                                        28,426                     (830)                  27,596

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                        5,949                        -                    5,949
OTHER ASSETS                                                     4,000                      725    (4)             4,725
                                                        ====================     =================        =================
    Total assets                                               $38,375                   $ (105)                 $38,270
                                                        ====================     =================        =================

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                                         $6,893                    $(125)   (3)            $6,768
  Current maturities of long-term debt                           3,071                        -                    3,071
  Accounts payable and accrued liabilities                      14,977                        8    (2)            14,985
                                                        --------------------     -----------------        -----------------
    Total current liabilities                                   24,941                     (117)                  24,824

LONG-TERM DEBT                                                   2,871                        -                    2,871
OTHER LONG-TERM LIABILITIES                                      2,051                        -                    2,051
                                                        --------------------     -----------------        -----------------
    Total liabilities                                           29,863                     (117)                  29,746
                                                        --------------------     -----------------        -----------------

STOCKHOLDERS' EQUITY
 Preferred stock, $.001 par value; 2,000,000 shares
authorized; no shares issued and outstanding
                                                                     -                        -                        -
 Common stock, $.001 par value;  30,000,000 shares authorized;  6,658,551 shares
issued and outstanding at September 30, 1997, respectively
                                                                     7                        -                        7
 Additional paid-in capital                                      9,001                        -                    9,001
 Accumulated deficit                                              (496)                      12    (5)              (484)
                                                        --------------------     -----------------        -----------------

    Total Stockholders' Equity                                   8,512                       12                    8,524
                                                        --------------------     -----------------        -----------------
    Total Liabilities and Stockholders' Equity                 $38,375              $      (105)                 $38,270
                                                        ====================     =================        =================
</TABLE>
           The accompanying explanatory notes are an integral part of
                         these consolidated statements.
<PAGE>

            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                      (In thousands, except per share data)
<TABLE>
<S>                                               <C>                 <C>                    <C>
                                                        CDL                                     Pro Forma
                                                   Consolidated          Pro Forma                 CDL
                                                     Pre-Sale           Adjustments           Consolidated
                                                  ----------------    ----------------       ----------------

REVENUES                                               $126,368              $ -                  $126,368

Cost of Revenues                                         96,758                -                    96,758
                                                  ----------------    ----------------       ----------------

          GROSS PROFIT                                   29,610                -                    29,610

Selling, General, &
   Administrative Expenses                               28,409                -                    28,409
                                                  ----------------    ----------------       ----------------

          OPERATING INCOME                                1,201                -                     1,201

OTHER (INCOME) EXPENSE:
  Gain on Sale of Subsidiary, net                          (816)               -                      (816)
  Other expense (income), net                              (209)             (31)      (6)            (240)
  Interest expense                                          836              (18)      (7)             818
                                                  ----------------    ----------------       ----------------

INCOME FROM CONTINUING
  OPERATIONS BEFORE INCOME
  TAXES                                                   1,390               49                     1,439

Provision for Income Taxes                                  556               20       (8)             576
                                                  ----------------    ----------------       ----------------

NET INCOME FROM CONTINUING
  OPERATIONS                                               $834              $29                      $863
                                                  ================    ================       ================


NET INCOME (LOSS) PER SHARE
FROM CONTINUING OPERATIONS                                $0.13            $  -                      $0.13
                                                  ================    ================       ================

AVERAGE SHARES OUTSTANDING USED TO CALCULATE
INCOME (LOSS) PER SHARE
                                                          6,674            6,674                     6,674
                                                  ================    ================       ================
</TABLE>
           The accompanying explanatory notes are an integral part of
                         these consolidated statements.

<PAGE>
            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
       UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                        (In thousands, except share data)
<TABLE>
<S>                            <C>                  <C>                   <C>                    <C>
                                     CDL            Discontinued               Other                Pro Forma
                                 Consolidated       Operations               Pro Forma                 CDL
                                   Pre-Sale         Adjustments             Adjustments           Consolidated
                               -----------------    ----------------      ----------------       ----------------

REVENUES                            $171,049              ($7,959)                   $-               $163,090

Cost of Revenues                     120,768               (5,211)                6,974    (9)         122,531
                               -----------------    ----------------      ----------------       ----------------

          GROSS PROFIT                50,281               (2,748)               (6,974)                40,559

Selling, General, &
   Administrative Expenses            51,464               (2,463)               (6,974)   (9)          42,027
                               -----------------    ----------------      ----------------       ----------------

OPERATING INCOME (LOSS)               (1,183)                (285)                    -                 (1,468)

OTHER (INCOME) EXPENSE:
  Interest income                        (89)                   -                   (44)   (6)            (133)
  Interest expense                       805                    -                   (12)   (7)             793
  Other income, net                     (372)                   1                     -                   (371)
                               -----------------    ----------------      ----------------       ----------------

INCOME (LOSS) FROM
  CONTINUING OPERATIONS
 BEFORE INCOME TAXES                  (1,527)                (286)                   56                 (1,757)

Provision for (benefit from)
income                                  (844)                (114)                   22    (8)            (936)
  taxes
                               -----------------    ----------------      ----------------       ----------------

NET INCOME (LOSS) FROM
 CONTINUING OPERATIONS                 $(683)               $(172)                  $34                  $(821)
                               =================    ================      ================       ================

INCOME (LOSS) PER SHARE
FROM CONTINUING OPERATIONS
                                      ($0.10)              ($0.03)                $0.01                 ($0.12)
                               =================    ================      ================       ================

AVERAGE SHARES OUTSTANDING
USED TO CALCULATE INCOME
(LOSS) PER SHARE
                                                        6,677,546                                    6,677,546
                                   6,677,546                                  6,677,546
                               =================    ================      ================       ================
</TABLE>
           The accompanying explanatory notes are an integral part of
                         these consolidated statements.
<PAGE>
            Consolidated Delivery & Logistics, Inc. and Subsidiaries
   Explanatory Notes to Unaudited Pro Forma Consolidated Financial Statements

(1)   Record  sale of  certain  assets  of  Logistics. 

(2)   Record  estimated  income tax liability on the gain on the sale.

(3)   Reflect  the  use of the  proceeds from  the  sale to  reduce  outstanding
      borrowings on the line of credit.

(4)   Record  promissory  note  receivable  from the sale. 
      
(5)   Estimated retained earnings impact of the sale. 

(6)   Record interest income at 6% per annum earned on the note receivable from
      the sale. 

(7)   Interest  expense  calculated  at  approximately  9%,  representing  CDL's
      revised debt structure.

(8)   Income tax effect of adjustments (6) and (7).

(9)   Reclassification made to the 1996 financial statements in order to conform
      to the 1997 presentation.
<PAGE>
      c. Exhibits

        10.1    Asset Purchase Agreement dated December 31, 1997 by and among
                Consolidated Delivery & Logistics, Inc., Mimitar Corporation and
                Sureway Logistics Corporation.

        10.2    Promissory  Note dated December 31, 1997 by and between  Mimitar
                Corporation and Sureway Logistics Corporation.

<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated:  January 15, 1998                 CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                       (Registrant)




                                          By:___________________________
                                               Joseph G. Wojak
                                                 Executive Vice President, Chief
                                                 Financial Officer, Treasurer
                                                 and Secretary
                                                 (Principal Financial and
                                                 Accounting Officer)
<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated:   January 15, 1998                CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                       (Registrant)




                                          By:  /s/ Joseph G. Wojak
                                               Joseph G. Wojak
                                                 Executive Vice President, Chief
                                                 Financial Officer, Treasurer
                                                 and Secretary
                                                 (Principal Financial and
                                                 Accounting Officer)
<PAGE>



                            ASSET PURCHASE AGREEMENT

                                      DATED

                                DECEMBER 31, 1997

                                  BY AND AMONG

                                    PURCHASER

                                       AND

                          SUREWAY LOGISTICS CORPORATION

<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                        <C>
ARTICLE I - Certain Definitions                                                                             1

         Section 1.1.  Certain Definitions                                                                  1
         Section 1.2.  Interpretation                                                                       4

ARTICLE II - Purchase and Sale of Assets; Assumption of Liabilities                                         4

         Section 2.1.    Purchase and Sale of Assets and Assumption of Equipment Lease                      4
         Section 2.2.    Purchase Price                                                                     4
         Section 2.3.1. Payment of  Purchase Price                                                          4
         Section 2.3.2. Promissory Note                                                                     5
         Section 2.3.3. Grant of a Security Interest                                                        5
         Section 2.4.    Security Agreement                                                                 5
         Section 2.5.1. Assumption of Allwood Road                                                          5
         Section 2.5.2. Sublease of Portion of Allwood Road Lease                                           5
         Section 2.5.3. Surrender of Monhegan Lease                                                         5
         Section 2.6.    Secured Creditor                                                                   5
         Section 2.7.    Allocation of the Purchase Price                                                   6
         Section 2.8.    Closing                                                                            6
         Section 2.9.    Failure to Obtain Consent                                                          6

ARTICLE III - Representations and Warranties of the Seller and the Principals                               6

         Section 3.1.   Financial Representation as to Value of Purchased Assets                            6
         Section 3.2.   The Purchased Assets.                                                               6
         Section 3.3.    Personal Property                                                                  6
         Section 3.4.    Real Property                                                                      7
         Section 3.4.1. Lease Description                                                                   7
         Section 3.5.    Employment Matters; No Collective Bargaining Agreement                             7
         Section 3.6.    Material Customers, Contracts and Commitments                                      7
         Section 3.7.    Litigation                                                                         8
         Section 3.8.    Brokers                                                                            8
         Section 3.9.    Organization and Qualification of the Seller                                       8
         Section 3.10.  Authorization                                                                       8
         Section 3.11.  Non-contravention                                                                   8
         Section 3.12.  No Consents                                                                         8
         Section 3.13.  Insurance                                                                           9
         Section 3.14.  Transition Assistance                                                               9

ARTICLE IV - Representations and Warranties of the Purchaser                                                9

         Section 4.1.  Organization                                                                         9
         Section 4.2.  Authorization                                                                        9
         Section 4.3.  Non-contravention                                                                    9
         Section 4.4.  No Consents                                                                          9
         Section 4.5.  Brokers                                                                              9
         Section 4.6.  Personal Property                                                                   10
         Section 4.7.  Collection Assistance                                                               10

ARTICLE V - Covenants and Agreements                                                                       10

         Section 5.1.  Pre-Closing Liabilities and Receivables                                             10
         Section 5.2.  Post Closing Liabilities and of Accounts Receivable                                 10
         Section 5.3.  Employment Matters                                                                  10
         Section 5.4.  Transfer and Property Taxes                                                         10
         Section 5.5.  Closing Documents                                                                   11
         Section 5.6.  Real Estate Tax Appeal                                                              11
         Section 5.7.  Prior Sales Taxes                                                                   11

ARTICLE VI - Conditions to Closing                                                                         11

         Section 6.1.    Mutual Condition                                                                  11
         Section 6.2.    Conditions to the Purchaser's Obligations                                         11
         Section 6.2.1. Purchaser's Financial Acknowledgment                                               12
         Section 6.3.    Conditions to the Seller's Obligations                                            12

ARTICLE VII -Indemnification                                                                               13

         Section 7.1.  Survival of Representations and Warranties                                          13
         Section 7.2.  Indemnification                                                                     14
         Section 7.3.  Procedures for Third Party Claims                                                   14
         Section 7.4.  Procedures for Inter-Party Claims                                                   15
         Section 7.5.  Post Closing Corporation                                                            15

ARTICLE VIII - Default                                                                                     15

         Section 8.1.  Default by the Purchaser                                                            15

ARTICLE IX- Miscellaneous                                                                                  15

         Section 9.1.  Notices                                                                             15
         Section 9.2.  Expenses                                                                            16
         Section 9.3.  Governing Law; Consent to Jurisdiction                                              16
         Section 9.4.  Assignment; Successors and Assigns; No Third Party Rights                           17
         Section 9.5.  Counterparts                                                                        17
         Section 9.6.  Titles and Headings                                                                 17
         Section 9.7.  Entire Agreement                                                                    17
         Section 9.8.  Amendment and Modification                                                          17
         Section 9.9.  Public Announcement                                                                 17
         Section 9.10.  Waiver                                                                             17
         Section 9.11.  Severability                                                                       18
         Section 9.12.  No Strict Construction                                                             18
         Section 9.13.  Risk of Loss                                                                       18
</TABLE>
<PAGE>
                                             ASSET PURCHASE AGREEMENT

                  ASSET PURCHASE  AGREEMENT,  dated  December 31, 1997,  between
Mimatar Corporation,  a New Jersey corporation with its principal office located
at 124  Gregory  Avenue,  Passaic,  New Jersey  (the  "Purchaser")  and  Sureway
Logistics  Corporation a New York Corporation with its principal offices located
at 380 Allwood Road,  Clifton,  New Jersey 07012 (the "Seller") and Consolidated
Delivery and Logistics, Inc. in respect of Sections 2.3.2, 2.5.2 and 7.2 (c).

                              W I T N E S S E T H:

                  WHEREAS,  the Seller is engaged in the  fulfillment and direct
mail  business and operates out of a leased  warehouse  facility  located at 380
Allwood Road, Clifton, New Jersey (the "Business "); and

                  WHEREAS,  the  Seller  desires  to sell  and  transfer  to the
Purchaser,  and the  Purchaser  desires to purchase  and assume from the Seller,
certain  assets and certain  liabilities  relating to the Business,  all as more
specifically provided herein.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained  herein,  and  intending  to be  legally  bound,  the  Seller  and the
Purchaser agree as follows:

                                    ARTICLE I

                               Certain Definitions

                  Section 1.1. Certain  Definitions.  As used in this Agreement,
the  following  terms have the respective meanings set forth below.

                  "Agreement" means this Asset Purchase Agreement.

                  "Allwood  Lease" means the current real estate lease  covering
the premises located at 380 Allwood Road, Clifton, New Jersey.

                  "Assumed   Liabilities"   means  only  those  liabilities  and
obligations  of the  business  which (i) arise after the Closing  Date under the
real estate and equipment leases and executory  contracts  described in Schedule
1.1 (c) and  Schedule  1.1 (e) attached  hereto and (ii) those  liabilities  and
obligations  arising from the ordinary  course of business of the Business after
the Closing Date including but not limited to sales commissions.

                  "Business" has the meaning ascribed to such term in the second
recital to this Agreement.

                  "Business  Day" means a day,  other than a Saturday or Sunday,
on which commercial banks in New Jersey are open for the general  transaction of
business.

                  "CD&L" shall mean Consolidated Delivery and Logistics, Inc., a
Delaware  Corporation  having its principal offices located at 380 Allwood Road,
Clifton, New Jersey.

                 "Closing" has the meaning ascribed to such term in Section 2.8.

                 "Closing Date" has the meaning ascribed to such term in 
Section 2.8.

                 "Damages" has the meaning ascribed to such term in Section 7.2.

                 "Encumbrances" has the meaning ascribed to such term 
in Section 3.11.

                 "Governmental  Authority" means any national,  federal, state,
provincial,  county, municipal or local government,  foreign or domestic, or the
government of any political subdivision of any of the foregoing,  or any entity,
authority,   agency,  ministry  or  other  similar  body  exercising  executive,
legislative, judicial, regulatory or administrative authority or functions of or
pertaining to  government,  including any authority or other  quasi-governmental
entity established to perform any of such functions.

                  "Indemnified Party" has the meaning ascribed to such term 
in Section 7.2.

                  "Indemnifying Party" has the meaning ascribed to such term 
in Section 7.2.

                  "License Agreement" has the meaning ascribed to such term 
in Section 1.1(j)

                  "Monhegan Lease" means the real estate lease covering premises
located  at 35  Monhegan  Street,  Clifton,  New  Jersey  as  more  particularly
described in Section 3.7.1 of this Agreement.

                  "Payment Term"  has the meaning ascribed to such term in 
Section 2.3.

                  "Person" means an individual, partnership,  corporation, joint
stock  company,  unincorporated  organization  or  association,  trust  or joint
venture, or a governmental agency or political subdivision thereof.

                  "Promissory Note" has the meaning ascribed in Section 2.3.2

                  "Purchase Price" has the meaning ascribed to such term 
in Section 2.2.

                  "Purchased  Assets" means all of the right, title and interest
in and to the following  tangible and  intangible  assets used in the conduct of
the Business:


                  (a) the list of customers  annexed  hereto on Schedule  1.1(a)
(the "Customer List") which,  Seller warrants sets forth all customers with whom
the Seller (i) currently does business;

                  (b) all books, records, files and papers relating to the 
customers on the Customer List;

                  (c) all prepaid and /or advance  rentals,  other advances
and other prepaid expenses as set forth on Schedule 1.1 (c); and

                  (d) all security deposits as set forth on Schedule 1.1 (d)

                  (e) manufacturing,  warehouse,  computer  and other  equipment
used in the Business which Seller has identified on Schedule 1.1(e),  if any (or
assignment of any computer leases); and

                  (f) all rights existing after the Closing Date under a certain
contract between Sureway Logistics  Corporation and Thomas Publishing  Company a
copy of which has been given to Purchaser  as well as any  purchase  orders with
customers for work to be performed after the Closing Date.

                  (g) Seller's telephone numbers used in the Business;

                  (h) all authorizations, consents, approvals, licenses, orders,
permits,   exemptions  of,  filings  or  registrations  with,  any  Governmental
Authority which are assignable and which are necessary to conduct the Business;

                  (i) a license agreement (the "License  Agreement") in the form
attached  hereto on Schedule  1.1(i)  whereby the Seller grants to the Purchaser
the limited  right and license to use the  Seller's  trade name and service mark
"Sureway  Logistics"  in  promotional  materials  covering its  operation of the
Business  subsequent to the Closing Date. The Purchaser  acknowledges and agrees
that all  promotional  materials of any nature  containing the Seller's  service
mark  shall be  submitted  in writing  to the  Seller  for its  approval,  which
approval  shall  not be  unreasonably  withheld,  prior  to any  publication  or
distribution of any such promotional  materials.  This license shall have a term
of three (3) year from the  Closing  Date at which  time it shall  automatically
terminate  and no further use of the Seller's  service mark shall be made by the
Purchaser.

                  "Retained  Assets" means all assets of the Business other than
the Purchased Assets, including:

                  (1) all corporate books and records of Seller;

                  (2) the  Seller's  accounts  and  notes  receivable  and other
assets arising from the business on or prior to Closing Date.


                  "Retained  Liabilities"  means any and all  liabilities  or 
obligations of the Seller of any kind or nature, relating to the Business or the
Purchased  Assets,  arising out of events or  transactions or facts occurring on
or, prior to, the Closing Date.

                  "Survival Period" has the meaning ascribed to such term 
in Section 7.1.

                  "Third Party Claim" has the meaning ascribed to such term 
in Section 7.3.

                  Section 1.2. Interpretation. Unless otherwise indicated to the
contrary  herein  by the  context  or use  thereof:  (i)  the  words,  "herein,"
"hereto,"  "hereof"  and words of similar  import  refer to this  Agreement as a
whole  and  not to any  particular  Section  or  paragraph  hereof;  (ii)  words
importing  the  masculine  gender  shall also  include the  feminine and neutral
genders,  and vice versa;  and (iii) words  importing  the  singular  shall also
include the plural, and vice versa.

                                   ARTICLE II

             Purchase and Sale of Assets; Assumption of Liabilities

                  Section  2.1.  Purchase and Sale of Assets and  Assumption  of
Equipment Leases. Upon the terms and subject to the conditions of this Agreement
at the Closing  (as  defined in Section  2.8),  the Seller  shall sell,  assign,
transfer,  convey and deliver to the Purchaser all of the Seller's right,  title
and interest in and to the  Purchased  Assets and the Purchaser  shall  purchase
such  Purchased  Assets  from the  Seller and  assume  the  Assumed  Liabilities
described herein.

                  Section 2.2.  Purchase Price.  (a) The total  purchase price 
(the  "Purchase  Price") to be paid by the Purchaser  for the  Purchased  Assets
shall be the sum of EIGHT HUNDRED FIFTY THOUSAND DOLLARS (US $850,000.00)

                  Section 2.3.1  Payment of Purchase Price.

                           The Purchase Price shall be payable as follows:

                           (i)      ONE HUNDRED  TWENTY FIVE  THOUSAND  DOLLARS 
(US $125,000.00)  shall be paid in cash or its equivalent or by wire transfer on
the date of Closing.

                           (ii)     The balance of the Purchase Price shall be 
payable  monthly in advance over the six (6) year period  immediately  following
the Closing Date (the "Payment Term") in the following manner:

                            (a)     During the first year of the  Payment  Term 
the  Purchaser  shall pay  interest  only against the  remaining  balance of the
Purchase Price at the rate of 6% per annum payable monthly in advance.

                            (b)     During  years two (2) through six (6) of the
Payment Term the then  remaining  balance of the Purchase Price shall be paid in
equal  installments  of principal and interest  calculated at the rate of 6% per
annum payable monthly in advance.

                  Section 2.3.2 Promissory  Note. To evidence such  indebtedness
and the terms for  repayment,  at the Closing,  the  Purchaser  shall  deliver a
promissory  note  payable to  Logistics  in the form set forth in  Schedule  2.3
attached hereto.

                  Section  2.3.3  Grant of a Security  Interest.  The  Purchaser
hereby  grants to the Seller a subordinate  security  interest in and to any and
all accounts  receivable  or other  assets of the  Purchaser  arising  after the
Closing  Date from the  Business  subject  only to any first  priority  security
interest granted by Purchaser on such assets to its primary lender.

                  Section 2.4. Security Agreement. Payment of the full remaining
balance of the  Purchase  Price due after the Closing Date shall be secured by a
Security Agreement (and UCC-1's) in the form attached hereto as Schedule 2.4.

                  Section 2.5.1 Assumption of Allwood Road.  Purchaser agrees to
assume the Allwood Lease as of the Closing Date pursuant to a written assignment
and assumption as set forth in Schedule 2.5.1.  Purchaser shall assist Seller to
obtain all  necessary  consents  from the landlord for such  assumption.  Seller
shall remain responsible on such lease in accordance with the Allwood Lease.

                  Section 2.5.2 Sublease of Portion of Allwood Lease.  Purchaser
agrees that it shall sublease to CD&L the office space CD&L  currently  occupies
at 380 Allwood Road, Clifton,  New Jersey for a four (4) year term commencing as
of the Closing Date pursuant to a sublease Agreement in the form attached hereto
as  Schedule  2.5.2.  The  annual  rent to be paid by CD&L  under  the  sublease
agreement  shall be a fixed sum equal to $ 95,800 per annum  payable  monthly in
advance.  No  security  shall be  required  by the  Purchaser  from CD&L for the
sublease.  Seller  shall  use  reasonable  efforts  to obtain  consent  from the
landlord on the Allwood Lease for the proposed sublease to CD&L.

                  Section 2.5.3.  Surrender of Monhegan Lease.  Purchaser agrees
that it shall accept a surrender in the form  attached as Schedule  2.5.3 of the
below  described  Monhegan  Lease as of the Closing Date and that said lease and
all  future  obligations  after the  Closing  Date shall be  terminated  without
further  obligation from the Seller or its affiliates.  The Seller shall only be
responsible  for the  obligations  under the Monhegan Lease prior to the Closing
Date.

                  Section 2.6. Secured Creditor.  Seller represents and warrants
to the Purchaser  that First Union  Commercial  Corporation  is the only secured
creditor of Seller, and its lien on the Purchased Assets shall be released at or
prior to Closing  subject to and in accordance  with the Consent Letter attached
hereto as Schedule 2.6.

                  Section 2.7.  Allocation of the Purchase  Price.  The Purchase
Price shall be allocated as set forth in Exhibit A hereto. The Purchaser and the
Seller shall use such  allocation in filing their  respective  Internal  Revenue
Service Form 8594s.

                  Section  2.8.  Closing.  The closing of the  transactions  
contemplated hereby (the "Closing") shall take place at the offices of Seller on
December 31, 1997. The closing date shall be referred to as the "Closing Date".

                  Section 2.9. Failure to Obtain Consent.  In the event (i)
the  Landlord's  formal  consent as required  above is not  obtained by close of
business January 6, 1998 and (ii) the Seller advises Purchaser that Seller shall
not litigate the  unreasonableness of the Landlord's refusal,  the Parties agree
that  this  Agreement  and  the  underlying  transaction  may be  terminated  by
Purchaser without  liability or obligation  between the parties except to return
any monies or assets  previously  transferred  hereunder.  If the Seller advises
Purchaser  that  Seller has  decided  to  litigate  against  the  Landlord  this
Agreement  shall  continue  provided  the  Parties  agree  on the  terms of such
continuation.


                                   ARTICLE III

                  Representations and Warranties of the Seller

         The Seller represents and warrants to the Purchaser as follows:

                  Section 3.1. Financial Representation as to Value of Purchased
Assets. The assets set forth on Schedules 1.1 (c), (d) and (e) of this Agreement
compiled  by the Seller  presents  fairly and  completely  the assets and values
described thereon as of November 30, 1997.

                  Section 3.2. The Purchased  Assets. No third party (other than
First Union  Commercial  Corporation  and/or any lessor or licenser of leased or
licensed  equipment or software)) owns or has any interest by lease,  license or
otherwise  in any of the  Purchased  Assets  owned by Seller.  The  documents of
transfer  to be executed  and  delivered  by the Seller at the  Closing  will be
sufficient to convey good and  marketable  title to the Purchased  Assets to the
Purchaser, free and clear of all Encumbrances.

                  Section  3.3.  Personal  Property.  The  Seller  has  good and
marketable  title  to (or  valid  leasehold  or  contractual  interests  in) all
personal  property  comprising  the  Purchased  Assets,  free  and  clear of any
Encumbrances  except as set forth on Schedule 3.11.  All  machinery,  equipment,
furniture,  fixtures  and  other  personal  property  used in the  Business  and
included in the Purchased Assets has been inspected by Purchaser and is accepted
by Purchaser in an "as is" condition. All equipment leases shall, if assignable,
be assigned to Purchaser.

                  Section 3.4.  Real Property.  The Seller does not own any real
property or real estate.

                  Section 3.4.1 Lease Descriptions.  The Seller leases the 
following locations:

<TABLE>
<S>                                <C>                      <C>                               <C> 
                                    Current Monthly                                                 Lease
          Location                     Basic Rent                    Landlord                  Expiration Date

380 Allwood Road                                            Ninth Avenue
Clifton, New Jersey                     $39,000             Equities Co., Inc.                  June 30, 2002

Monhegan Place                                              350 Butler Street
Clifton, New Jersey                $15,108 plus $3675       Corp.                             October 31, 1998
</TABLE>

                  Seller has delivered true and complete copies of its leases on
the foregoing  premises to the Purchaser.  Neither Seller nor any landlord is in
default on any such leases.

                  Seller  has  paid  all  rents  and  costs  due to the  various
landlords through the date hereof and shall continue to do so and to comply with
all other terms and conditions of each lease through the Closing Date.

                  Section 3.5.  Employment Matters; No Collective Bargaining 
Agreement.
                  (a) Schedule 3.5 sets forth a true and complete listing of all
employees,  their positions and their salaries.  Seller has no employee  benefit
plans of any kind or nature  (including  but not limited to plans  under  ERISA)
except for a contributory  employee health insurance plan. The Seller shall have
no future obligation to any employee of the Seller hired by the Purchaser. There
are no employment or compensation agreements with any employees of the Seller.

                  (b) No  employees  of the Seller have been,  or are  currently
represented  by,  any  labor  union  or  covered  by any  collective  bargaining
agreement  nor,  to the  best of the  Seller's  knowledge,  is any  organization
campaign to establish such representation in progress.

                  Section 3.6.  Material Customers, Contracts and Commitments.

                  (a) The  representations  and  warranties  with respect to the
Customer List set forth in the  definition  of Purchased  Assets is accurate and
complete.

                  (b) True and  complete  copies of all written  contracts  with
customers,  including any amendments thereto,  have been delivered by the Seller
to the  Purchaser and such  documents  constitute  the legal,  valid and binding
obligation  of the Seller  and,  to the  Seller's  knowledge,  each other  party
purportedly obligated thereunder.

                  (c) The Seller is not in,  nor has it been  given or  received
notice of, any default or claimed,  purported or alleged default, or facts that,
with notice or lapse of time, or both,  would constitute a default (or give rise
to a  termination  right)  on the part of any  party in the  performance  of any
obligation to be performed under any of its contracts with its customers.

                  Section  3.7.  Litigation.  There  are no  lawsuits,  actions,
proceedings,  claims,  orders or  investigations  by or before any  Governmental
Authority  pending or, to the  Principals'  knowledge  after due  investigation,
threatened  against the Seller,  or against the  Principals  and relating to the
Business  or the  Purchased  Assets,  or  seeking  to  enjoin  the  transactions
contemplated  hereby  or which  could  have a  material  adverse  effect on such
transactions or on Purchaser.

                  Section  3.8.  Brokers.  No Person is or will be entitled to a
broker's, finder's, investment banker's, financial adviser's or similar fee from
the  Seller  in  connection  with  this  Agreement  or any  of the  transactions
contemplated  hereby.  The  Seller  has not  employed  any  broker  or  agent in
connection with the transactions contemplated by this Agreement.


                  Section 3.9. Organization and Qualification of the Seller. The
Seller is a corporation  duly organized,  validly  existing and in good standing
under  the  laws of the  State of New  York,  with  full  power  and  authority,
corporate and other, to own or lease its property and assets and to carry on the
Business as presently conducted.

                  Section  3.10.  Authorization.  The  Seller has full power and
authority,  corporate  and other,  to execute and deliver  this  Agreement,  the
instruments  of transfer and other  documents  referred to herein and to perform
its obligations hereunder and thereunder, all of which have been duly authorized
by all  requisite  corporate  action.  Each  of this  Agreement  and  each  such
instrument  of  transfer  has been or,  at the time of  delivery  will be,  duly
authorized, executed and delivered by the Seller and constitutes or, at the time
of  delivery  will  constitute,  a valid and  binding  agreement  of the  Seller
enforceable against the Seller in accordance with its terms.

                  Section  3.11.  Non-contravention.  Neither the  execution and
delivery of this Agreement or the instruments of transfer nor the performance by
the Seller of its  respective  obligations  hereunder  and  thereunder  will (i)
contravene any provision contained in the Seller's  Certificate of Incorporation
or  By-laws,  (ii)  violate or result in a breach  (with or without the lapse of
time,  the giving of notice or both) of or  constitute  a default  under (A) any
contract,  agreement,  commitment,  indenture,  mortgage,  lease,  pledge, note,
license,  permit or other  instrument or obligation or (B) any judgment,  order,
decree,  law,  rule or  regulation  or  other  restriction  of any  Governmental
Authority,  in each case to which the  Seller is a party or by which it is bound
or to which any of its assets or  properties  are  subject,  (iii) result in the
creation or imposition of any lien, claim, charge,  mortgage,  pledge,  security
interest,    equity,    restriction   or   other   encumbrance    (collectively,
"Encumbrances") on any of the Seller's assets or properties.

                  Section  3.12.  No Consents.  No notice to,  filing  with,  or
authorization,  registration,  consent or approval of any Governmental Authority
or other Person is necessary for the execution,  delivery or performance of this
Agreement or the  consummation of the  transactions  contemplated  hereby by the
Seller.


                  Section  3.13.  Insurance. At all times prior to the execution
of this Agreement,  the Seller has maintained appropriate and adequate insurance
policies covering the Purchased Assets and all aspects of the Business.

                  Section 3.14. Transition  Assistance.  For a period of 30 days
after the Closing Date Seller shall make available to the Purchaser the services
of Robin Leach for limited  assistance as  determined by CD&L in the  transition
accounting  areas for the  Business.  In addition  for a period of 90 days after
Closing the Seller shall make  available to the Purchaser the services of Norton
Hight for limited assistance as reasonably  determined by CD&L in the transition
sales and marketing areas for the Business.

                                   ARTICLE IV

                 Representations and Warranties of the Purchaser

                  The  Purchaser  represents  and warrants to the Seller and the
                  Principals as follows:

                  Section 4.1. Organization. The Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey and has full power and  authority,  corporate  and other,  to own its
properties and assets and to carry on its business as presently conducted except
where the failure to be so qualified would not have a material adverse effect on
its business.

                  Section 4.2.  Authorization.  The Purchaser has full power and
authority,  corporate  and other,  to execute and deliver this  Agreement and to
perform its obligations hereunder, all of which have been duly authorized by all
requisite corporate action. This Agreement, has been or, at the time of delivery
will be, duly authorized, executed and delivered by the Purchaser and constitute
or, at the time of delivery will  constitute,  a valid and binding  agreement of
the Purchaser, enforceable against the Purchaser in accordance with its terms.

                  Section 4.3.  Non-contravention.  The Purchaser is not subject
to  any  provision  of  its  Certificate  of  Incorporation  or  By-laws  or any
agreement,  instrument, law, rule, regulation,  order, decree or judgment of any
Governmental  Authority or other restriction that would prevent the consummation
of the transactions contemplated by this Agreement.

                  Section  4.4.  No  Consents.  No notice to,  filing  with,  or
authorization,  registration,  consent or approval of any Governmental Authority
or other Person is necessary for the execution,  delivery or performance of this
Agreement or the  consummation of the  transactions  contemplated  hereby by the
Purchaser.

                  Section  4.5.  Brokers.  No person is or will be entitled to a
broker's, finder's, investment banker's, financial adviser's or similar fee from
the  Purchaser  or  CDL  in  connection  with  this  Agreement  or  any  of  the
transactions  contemplated  hereby. The Purchaser has not employed any broker or
agent in connection with the transactions contemplated by this Agreement.

                  Section 4.6 Personal Property.  The Purchaser hereby agrees to
assume all liabilities and  obligations  under any equipment  leases or software
license agreements included as part of the Purchased Assets always provided such
liabilities and obligations  arise after the Closing Date.  Purchaser  agrees it
shall enter into new leases/license  agreements with existing  lessors/licensors
where leases/licenses cannot be assigned.

                  Section 4.7 Collection Assistance. The Purchaser agrees to use
its best efforts to provide the Seller with all reasonable  assistance  required
to assist  Seller in  collecting  accounts  receivables  arising  from  services
performed  on or  prior  to the  Closing  Date  including  but  not  limited  to
preparation and mailing of invoices and tracking payments when received.

                                    ARTICLE V

                            Covenants and Agreements

                  Section 5.1 Pre-Closing  Liabilities and  Receivables.  Seller
shall be  solely  responsible  for any and all  Retained  Liabilities  and shall
receive the benefits of any accounts  receivable  of the Business  arising on or
prior to Closing Date.  Purchaser shall have no liability to Seller for any such
liabilities  or receivables or failure or inability to collect any such accounts
receivable.

                  Section  5.2.  Post  Closing   Liabilities   and  of  Accounts
Receivable.  Purchaser  shall be solely  responsible for any and all liabilities
and accounts of the Business arising after the Closing Date..  Seller shall have
no liability to Purchaser  for any such  liabilities  or failure or inability to
collect any such accounts receivable.

                  Section 5.3. Employment  Matters.  The Seller shall indemnify,
defend and hold harmless the Purchaser for any liabilities due to or incurred in
favor of its  employees  from  events  occurring  prior to  closing  except  for
obligations  arising from services performed after the Closing Date to employees
actually hired by the Purchaser.

                  Section 5.4. Transfer and Property Taxes. (a) The Seller shall
pay any  transfer,  sales,  purchase,  use or similar  tax under the laws of any
Governmental  Authority  arising out of or  resulting  from the  purchase of the
Purchased Assets. The Seller shall prepare and file the required tax returns and
other required  documents with respect to the taxes and fees required to be paid
by the Seller pursuant to the preceding sentence.

                  (b) The  Seller  shall (i)  prepare  and file all tax  returns
reporting the income  attributable  to the Purchased  Assets or the operation of
the  Business  for all  periods  ending  prior to or on the Closing  Date,  (ii)
prepare  and file all  income  tax  returns  reporting  the income of the Seller
arising on the  Closing  Date from the sale to the  Purchaser  of the  Purchased
Assets, (iii) be responsible for the conduct of all tax examinations relating to
the tax  returns  referred  to in (i) and (ii)  above,  and  (iv) pay all  taxes
attributable  to the sale of Purchased  Assets or the  operation of the Business
due with  respect to the tax  returns  referred  to in (i) and (ii)  above.  The
Purchaser  shall  prepare  and  file  all  tax  returns   reporting  the  income
attributable  to the ownership of the Purchased  Assets and the operation of the
Business  for all periods  beginning  after the Closing Date and shall be liable
for and pay all taxes due in respect of such tax returns.

                  Section 5.5. Closing Documents.  The Seller shall, prior to or
on the Closing Date, execute and deliver,  or cause to be executed and delivered
to the  Purchaser,  the documents or  instruments  described in Section 6.2. The
Purchaser shall, prior to or on the Closing Date, execute and deliver,  or cause
to be executed  and  delivered,  to the Seller,  the  documents  or  instruments
described in Section 6.3.

                  Section  5.6 Real  Estate  Tax  Appeal.  The  Purchaser  shall
receive  the full  amount of any  reduction  in real  estate  taxes  being  paid
resulting from any tax grievance filed by Purchaser or the landlord.

                  Section 5.7 Prior Sales Taxes.  CD&L shall be responsible  for
payment of any sales taxes from the operation of the Business on or prior to the
Closing Date if such sales taxes, if any, are not paid by the Seller.

                                   ARTICLE VI

                              Conditions to Closing

                  Section 6.1. Mutual Condition.  The respective  obligations of
each party to consummate the  transactions  contemplated by this Agreement shall
be subject to the  fulfillment  at or prior to Closing of the condition that (A)
no  Governmental  Authority  of competent  jurisdiction  shall have (i) enacted,
issued,  promulgated,   enforced  or  entered  any  statute,  rule,  regulation,
judgment,  decree,  injunction  or  other  order  which  is in  effect;  or (ii)
commenced or  threatened  any action or  proceeding,  which in either case would
prohibit consummation of the transactions contemplated by this Agreement and (B)
no action or proceeding before a court or any other governmental  agency or body
shall  have  been   instituted   or  threatened  to  restrain  or  prohibit  the
transactions,  contemplated by this Agreement and (C) CD&L shall have signed the
guarantee  attached as Schedule 6.1 and (D) Martin Roffman shall have signed and
delivered the Personal Guarantee attached as Schedule 6.1 (D).

                  Section 6.2.  Conditions to the Purchaser's  Obligations.  The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment  prior to or at Closing of each of
the following conditions:

                  (a) all  representations  and warranties made by the Seller in
this Agreement and the Schedules  hereto shall be true,  correct and complete on
the date hereof and as of the Closing  Date as though such  representations  and
warranties  were made as of the  Closing  Date,  and the Seller  shall have duly
performed or complied with all of the covenants,  obligations  and conditions to
be  performed or complied  with by them under the terms of this  Agreement on or
prior to or at Closing;

                  (b) all authorizations,  consents, waivers, approvals or other
actions  required in connection with the execution,  delivery and performance of
this Agreement by the Seller and the consummation the Seller of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect and (ii) the Seller  shall have  obtained any  authorizations,  consents,
waivers,  approvals or other  actions  required to prevent a material  breach or
default by the  Seller  under any  agreement  to which the Seller is a party and
which  relates and is material to the  Purchased  Assets or the  Business and is
being assumed by the Purchaser;

                  (c) prior to or at  Closing,  the  Seller  shall  have  signed
and/or  delivered to the Purchaser all  instruments  of transfer and  conveyance
identified  herein  and such  other  closing  documents  as shall be  reasonably
requested by the Purchaser, including the following:

                           (i) such  instruments of sale,  transfer,  assignment
         conveyance and delivery  (including a Bill of Sale as set forth on 
         Schedule 6.2 (c) (i) of the  Agreement  as are  required  in  order  to
         transfer  to the Purchaser good and marketable title to the Purchased  
         Assets,  free and clear of all Encumbrances except as provided herein;

                           (ii) consent of First Union Commercial  Corporation,
         if required,  and UCC-3's or other appropriate evidence of release of 
         any Encumbrances;

                           (iii) landlord's consent as set forth on Schedule 
         6.2 (c) of this  Agreement  with respect to  assignment of the Allwood
         Lease;

                           (iv)  the License Agreement;

                           (v)  such  other  documents  or  instruments  as  the
         Purchaser  reasonably requests to effect the transactions  contemplated
         hereby.

                  (d)  all  actions,  proceedings,   instruments  and  documents
required to carry out this Agreement or incidental  hereto and all other related
legal matters shall have been approved by counsel to the Purchaser.

                  Section 6.2.1. Purchaser's Financial Acknowledgment.  Prior to
the Closing Date,  the Purchaser  acknowledges  and agrees it has had sufficient
time to review and has reviewed the most recent, unaudited, financial statements
of Seller and such financial  statements are acceptable and satisfactory for the
purpose of evaluating the transaction covered by this Agreement.

                  Section  6.3.  Conditions  to the  Seller's  Obligations.  The
obligations of the Seller to consummate the  transactions  contemplated  by this
Agreement shall be subject to the fulfillment at or prior to the Closing of each
of the following conditions:

                  (a) All  representations  and warranties made by the Purchaser
in this Agreement shall be true and correct in all material respects on the date
hereof and as of the Closing Date as though such  representations and warranties
were made as of the Closing Date, and the Purchaser shall have duly performed or
complied in all material  respects with all of the  covenants,  obligations  and
conditions  to be  performed  or  complied  with by it under  the  terms of this
Agreement on or prior to or at Closing.

                  (b) All  authorizations  or approvals  required in  connection
with the execution, delivery and performance of this Agreement, by the Purchaser
and any third party  consents  required  hereunder and the  consummation  by the
Purchaser of the transactions  contemplated  hereby shall have been obtained and
shall be in full force and effect.

                  (c) Prior to or at Closing, the Purchaser shall have delivered
to the Seller such  closing  documents as shall be  reasonably  requested by the
Seller in form and  substance  reasonably  acceptable  to the Seller's  counsel,
including but not limited to the following:

                           (i)  check  payable  to the  Seller  in the  sum of 
         ONE  HUNDRED  TWENTY  FIVE  THOUSAND DOLLARS (us $125,000)

                           (ii)  Promissory  Note to the Seller in the sum of 
         SEVEN  HUNDRED  TWENTY FIVE  THOUSAND DOLLARS ($725,000)

                           (iii) surrender of the Monhegan Lease

                           (iv) a signed agreement whereby Purchaser assumes all
         obligations of Seller under the Allwood Lease as required under Section
         2.5.1; and

                           (vi) a signed sublease to CDL as required under 
         Section 2.5.2 of this Agreement.
                           (vii)    a signed security Agreement and UCC-1's as 
         required under Section 2.4.

                           (d) All  actions,  proceedings,  instruments  and  
documents  required to carry out this  Agreement  or  incidental  hereto and all
other related legal matters shall have been approved by counsel to the Seller.

                                   ARTICLE VII

                                 Indemnification

                  Section 7.1. Survival of Representations  and Warranties.  The
representations  and warranties provided for in this Agreement shall survive the
Closing for the benefit of the parties hereto and their successors and assigns.

                  Section 7.2. Indemnification.  (a) The Seller shall indemnify,
defend and hold  harmless the  Purchaser,  against and in respect of any and all
claims,  costs,   expenses,   damages,   liabilities,   losses  or  deficiencies
(including,  without  limitation,  counsel's  fees and other costs and  expenses
incident to any suit,  action or  proceeding)  (the  "Damages")  arising out of,
resulting  from  or  incurred  in  connection  with  (i) any  inaccuracy  in any
representation  or the  breach  of any  warranty  made  by the  Seller  in  this
Agreement  and (ii) the breach of any  covenant or agreement by the Seller under
this Agreement.

                  (b) The Purchaser shall indemnify and hold harmless the Seller
and any Person claiming by or through any of them, against and in respect of any
and all damages  arising out of,  resulting from or incurred in connection  with
(i)  the  breach  by the  Purchaser  of any  covenant  or  agreement  to be
performed by them hereunder and (ii) any inaccuracy in any representation or the
breach  of any  warranty  made  by the  Purchaser  in  this  Agreement  for  the
applicable Survival Period.

                  (c) CD&L shall  indemnify and hold harmless the Purchaser from
any and all damages incurred by the Purchaser from third parties always provided
such damages arose out of properly due and owing liabilities of the Seller on or
prior to the Closing Date.

                  (d)  Any  Person  providing  indemnification  pursuant  to the
provisions of this Section 7.2 is  hereinafter  referred to as an  "Indemnifying
Party" and any Person  entitled to be indemnified  pursuant to the provisions of
this Section 7.2 is hereinafter referred to as an "Indemnified Party."

                  Section 7.3. Procedures for Third Party Claims. In the case of
any claim for  indemnification  arising  from a claim of a third party (a "Third
Party  Claim"),  an  Indemnified  Party shall give prompt  written notice to the
Indemnifying  Party of any  claim or demand  which  such  Indemnified  Party has
knowledge  and  as to  which  it  may  request  indemnification  hereunder.  The
Indemnifying  Party  shall have the right to defend  and to direct  the  defense
against  any  such  Third  Party  Claim,  in  its  name  or in the  name  of the
Indemnified Party, as the case may be, at the expense of the Indemnifying Party,
and with counsel selected by the Indemnifying  Party unless (i) such Third Party
Claim  seeks  an  order,  injunction  or  other  equitable  relief  against  the
Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded
that (x) there is a conflict of interest  between the Indemnified  Party and the
Indemnifying  Party in the  conduct of the  defense of such Third Party Claim or
(y) the  Indemnified  Party  has  one or  more  defenses  not  available  to the
Indemnifying Party.  Notwithstanding anything in this Agreement to the contrary,
the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate
with the Indemnifying Party, and keep the Indemnifying Party fully informed,  in
the  defense of such Third Party  Claim.  The  Indemnified  Party shall have the
right to  participate  in the  defense of any Third  Party  Claim  with  counsel
employed at its own expense;  provided,  however, that, in the case of any Third
Party Claim or demand  described  in clause (i) or (ii) of the second  preceding
sentence or as to which the  Indemnifying  Party shall not in fact have employed
counsel to assume the defense of such Third Party Claim, the reasonable fees and
disbursements of such counsel shall be at the expense of the Indemnifying Party.
The Indemnifying Party shall have no indemnification obligations with respect to
any such Third Party Claim or demand  which shall be settled by the  Indemnified
Party without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed.

                  Section 7.4.  Procedures for Inter-Party  Claims. In the event
that an Indemnified  Party determines that it has a claim for Damages against an
Indemnifying  Party  hereunder  (other than as a result of a Third Party Claim),
the  Indemnified   Party  shall  give  prompt  written  notice  thereof  to  the
Indemnifying  Party,  specifying the amount of such claim and any relevant facts
and  circumstances  relating  thereto.  The Indemnified  Party shall provide the
Indemnifying  Party  with  reasonable  access to its books and  records  for the
purpose of allowing the  Indemnifying  Party a reasonable  opportunity to verify
any such claim for Damages.  The Indemnified  Party and the  Indemnifying  Party
shall  negotiate in good faith  regarding the resolution of any disputed  claims
for Damages.  Promptly  following the final  determination  of the amount of any
Damages claimed by the Indemnified  Party, the Indemnifying Party shall pay such
Damages to the  Indemnified  Party by wire transfer or check made payable to the
order  of the  Indemnified  Party,  without  interest.  In the  event  that  the
Indemnified Party is required to institute legal proceedings in order to recover
Damages   hereunder,   the  cost  of  such   proceedings   (including  costs  of
investigation and reasonable  attorneys' fees and disbursements)  shall be added
to the amount of Damages payable to the Indemnified Party.

                  Section 7.5 Post Closing  Corporation.  Each party agrees that
it shall take such action and sign such documents that may be required following
Closing to effectuate the terms of this Agreement.


                                  ARTICLE VIII

                                     Default

                  Section  8.1.  Default  by the  Purchaser.  In the  event  the
Purchaser  breaches a material term hereof fails to make any payment which it is
obligated to make pursuant to Section 2.3 of this  Agreement and such failure or
breach  shall  continue  for a period of thirty (30) days after  written  notice
thereof or has been given to the  Purchaser  then in addition to any other right
or remedy  available to Seller  either at law in equity or under this  Agreement
Purchaser agrees that any and all payments remaining due over the unexpired term
of the  Payment  Term  shall be  deemed  immediately  due and  payable  in their
entirety without further notice to Purchaser.


                                   ARTICLE IX

                                  Miscellaneous

                  Section  9.1.  Notices.  All  notices or other  communications
required  or  permitted  hereunder  shall be in writing  and shall be  delivered
personally,  by facsimile or sent by certified,  registered or express air mail,
postage prepaid, and shall be deemed given when so delivered  personally,  or by
facsimile, or if mailed, five days after the date of mailing, as follows:



If to the Seller: 380 Allwood Road
                                    Clifton, New Jersey  07012
                                    Telephone:  (973) 471-1005
                                    Facsimile:   (973) 471-5519
                                    Attention:    General Counsel

With a copy to:   Lowenstein, Sandler, Kohl,
                                    Fisher & Boylan
                                    65 Livingston Avenue
                                    Roseland, New Jersey  07068
                                    Telephone:  (201) 992-8700
                                    Facsimile:   (201) 992-5820
                                    Attention:  Alan Wovsaniker, Esq.

If to the Purchaser:
                                    Telephone: (973) 779-6654
                                    Facsimile:  (973) 779-3071
                                    Attention:  Anthony Pappa


With a copy to:   Arnold Shurkin, Esq.
                                    124 Gregory Avenue
                                    Passaic, New Jersey  07055
                                    Telephone:  (973) 779-4647
                                    Facsimile:   (973) 779-4927

                  Section 9.2. Expenses.  Regardless of whether the transactions
provided for in this  Agreement are  consummated,  except as otherwise  provided
herein,  each party hereto shall pay its own expenses incident to this Agreement
and the transactions contemplated herein, including all professional fees.

                  Section  9.3.  Governing  Law;  Consent to  Jurisdiction  This
Agreement  shall be governed by, and construed in accordance  with, the internal
laws  of the  State  of New  Jersey,  without  reference  to the  choice  of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
non-exclusive  jurisdiction  of the  courts of the State of New  Jersey  and the
United States  District  Court for the District of New Jersey for the purpose of
any suit,  action,  proceeding  or  judgment  relating to or arising out of this
Agreement  and the  transactions  contemplated  hereby.  Service  of  process in
connection with any such suit,  action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.

                  Section 9.4.  Assignment;  Successors  and  Assigns;  No Third
Party  Rights.  This  Agreement  may  not be  assigned  by  operation  of law or
otherwise,  and any attempted  assignment shall be null and void. This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors,  assigns and legal representatives.  This Agreement shall
be for the sole benefit of the parties to this  Agreement  and their  respective
successors,  assigns and legal representatives and is not intended, nor shall be
construed,  to give  any  Person,  other  than  the  parties  hereto  and  their
respective successors, assigns and legal representatives, any legal or equitable
right, remedy or claim hereunder.

                  Section  9.5.  Counterparts.  This  Agreement  may be executed
in counterparts, each of which shall be deemed an original agreement, but all of
which together shall constitute one and the same instrument.

                  Section 9.6.  Titles and  Headings.  The headings and table of
contents in this Agreement are for reference purposes only, and shall not in any
way affect the meaning or interpretation of this Agreement.

                  Section 9.7. Entire Agreement.  This Agreement,  including the
Schedules and Exhibits attached thereto,  constitutes the entire agreement among
the  parties  with  respect to the matters  covered  hereby and  supersedes  all
previous written, oral or implied understandings among them with respect to such
matters.

                  Section 9.8.  Amendment and  Modification.  This Agreement may
only be  amended  or  modified  in  writing  signed  by the party  against  whom
enforcement of such amendment or modification is sought.

                  Section  9.9.  Public   Announcement.   Except  as  previously
announced by CD&L or as may be required by law,  neither the Seller,  on the one
hand,  nor the  Purchaser,  on the other hand,  shall issue any press release or
otherwise  publicly  disclose this  Agreement or the  transactions  contemplated
hereby or any  dealings  between  or among the  parties in  connection  with the
subject  matter hereof  without the prior  approval of the other which  approval
shall not be unreasonably  withheld or delayed. In the event that any such press
release or other  public  disclosure  shall be required,  the party  required to
issue such  release  or other  disclosure  shall  consult in good faith with the
other party  hereto with  respect to the form and  substance  of such release or
other disclosure prior to the public dissemination thereof.

                  Section 9.10.  Waiver.  Any of the terms or conditions of this
Agreement  may be  waived at any time by the party or  parties  entitled  to the
benefit  thereof,  but only by a writing signed by the party or parties  waiving
such terms or conditions.

                  Section  9.11.  Severability.  The  invalidity  of any portion
hereof shall not affect the validity,  force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit
enforcement of such restriction to its fullest extent, such restriction shall be
enforced to the maximum extent permitted by law.


                  Section 9.12. No Strict  Construction.  Each of the Purchaser,
the Seller and the Principals  acknowledge that this Agreement has been prepared
jointly by the parties hereto,  and shall not be strictly  construed against any
party.

                  Section 9.13. Risk of Loss. Prior to the Closing,  the risk of
loss with respect to the Purchased  Assets shall remain with the Seller.  In the
event of any material  casualty prior to closing,  the Purchaser  shall have the
right to terminate  this Agreement upon giving written notice of its election to
terminate to the Seller.










IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.





                                     Mimatar Corporation



                                     By:___________________________
                                     Name:  Anthony A. Pappa
                                     Title:   President
                                     Date:    December 31, 1997




                                     Sureway Logistics Corporation



                                     By:____________________________
                                     Name:__________________________
                                     Title:___________________________
                                     Date:___________________________




                                     Consolidated Delivery and Logistics, Inc.



                                     By:_________________________________
                                     Name:    Albert W. Van Ness, Jr.
                                     Title:   Chairman & Chief Executive Officer
                                     Date:    December 31, 1997



<PAGE>

                                    Exhibits

Exhibit A         Allocation of Purchase Price

<PAGE>

                                    EXHIBIT A

                          Allocation of Purchase Price






                  Deposits                           $ 132,620.71

                  Prepared Expense                   $ 160,172.00


                  FF&E                               $ 557,207.29

<PAGE>
                                    Schedules

Schedule     1.1 (a)         Customer List
Schedule     1.1 (c)         Prepaid Expenses
Schedule     1.1 (d)         Security Deposits
Schedule     1.1 (e)         Schedule of Manufacturing, Warehouse, Computer and 
                               other Equipment
Schedule     1.1 (i)         License Agreement
Schedule   2.3.2             Promissory Note
Schedule     2.4             Security Agreement
Schedule   2.5.1             Assignment and Assumption of Allwood Lease
Schedule   2.5.2             Sublease Agreement
Schedule   2.5.3             Surrender of Monhegan Lease
Schedule     2.6             Bank Consent Letter and Estoppal Certificate
Schedule     3.5             List of Employees
Schedule    3.11             List of Permitted Encumbrances
Schedule     6.1  (C)        CD&L Guarantee
Schedule     6.1  (D)        Roffman Guaranty
Schedule     6.2  (c) (i)    Bill of Sale
Schedule     6.2  (c) (vi)   Landlord's Consent

<PAGE>

Schedule 2.3.2

PROMISSORY NOTE


US $725,000.00                                                 December 31, 1997

                    FOR  VALUE  RECEIVED  Mimatar  Corporation,   a  New  Jersey
corporation, ("Maker"), hereby promises to pay to the order of Sureway Logistics
Corporation,  a New  York  corporation  ("Payee"),  the  principal  sum of SEVEN
HUNDRED TWENTY FIVE THOUSAND DOLLARS (US $725,000) together with interest on the
unpaid balance at the rate of six percent (6%) per annum.

                    Payments of principal  and interest  hereunder  shall be due
and payable as follows:

                    (a) Commencing  February 1, 1998 and continuing on the first
day of each  month up to and  including  January 1, 1999,  monthly  payments  of
interest only of THREE THOUSAND SIX HUNDRED TWENTY FIVE DOLLARS ($3,625.00).

                    (b)  Commencing  on February 1, 1999 and  continuing  on the
first day of each month up to and including January 1, 2004, monthly payments of
principal and/or interest of FOURTEEN  THOUSAND SIXTEEN DOLLARS AND TWENTY EIGHT
CENTS ($14,016.28) so as to retire the outstanding principal balance of the Note
based on a five  (5)  year  amortization  schedule  a copy of  which is  annexed
hereto.

                    All payments shall be made in lawful United States  currency
to payee on or before the date due at Consolidated  Delivery & Logistics,  Inc.,
380 Allwood Road, Clifton, New Jersey 07012, Attention:  Controller,  or to such
other  address or person as Payee may  designate in writing to Maker.  If all or
any  portion of any payment is not made on or before the tenth  (10th)  calendar
day  following  the date such  payment is due,  such unpaid  amount shall accrue
interest  from and after the date such  payment is due until and  including  the
date such payment is made at the lesser of (a) the rate of interest  established
herein plus five  percent  (5%),  or (b) the  maximum  rate that can be lawfully
charged under applicable statutes and regulations. Maker agrees and acknowledges
that such late charge is a reasonable  estimate of the damages and loss to Payee
as a result of such late  payment  and  agrees  to pay such sum on  demand.  All
payments  shall first be applied to the  payment of all charges  under this Note
other than  principal  and  interest  owed to Payee,  then to accrued and unpaid
interest, and the balance, if any, towards reduction of the principal.

                    This Note is and shall remain  secured by (i)  Security
Agreement (the  "Security  Agreement") by and between Maker and Payee of each of
even date herewith, the terms and conditions of which are incorporated herein by
reference in their entirety.

                    For  purposes  of this  Note,  an "Event of  Default"  shall
include any of the following:

                    (a) the failure by Maker to make any  payment due  hereunder
in full on or before the twentieth  (20th)  calendar day following the date that
such installment is due and payable;

                    (b) the failure by Maker to perform any of its obligations 
under this Note:

                    (c) any material breach or any event of default under the 
Security Agreement; and

                    (d) the appointment of a custodian,  receiver, or liquidator
for Maker or any of its/his  property,  the  adjudication of Maker as insolvent,
the  making  by Maker or of an  assignment  for the  benefit  of  creditors,  an
admission by Maker in writing of its/his inability to pay its/his as they become
due,  or the  commencement  of any  proceeding  under any  bankruptcy  law by or
against Maker:

                    Upon the  occurrence  of any Event of  Default,  the  entire
principal sum outstanding,  together with all accrued and unpaid interest, shall
immediately  become due and payable without  notice,  at the option of Payee and
Payee shall be entitled to immediately  offset such entire principal sum and all
accrued  interest  from any  amounts  then due and  owing  from  Payee to Maker,
provided,  however,  that if such  Event of  Default  consists  of other  than a
failure by Maker to make a timely payment of principal and interest,  Payee will
give Maker ten (10) days following receipt of prior written notice of such Event
of Default before  exercising  any of Payee's rights and remedies,  and provided
further  that if said Event of Default  cannot be cured  within ten (10) days of
the date of receipt of the  notice  described  herein,  such  failure  shall not
constitute a continuing Event of Default so long as Maker begins curative action
within said ten (10) day period and diligently pursues such action to completion
within thirty (30) days of the date of the receipt of the notice. If an Event of
Default consists of a failure by Maker to make a timely payment of principal and
interest, Payee will give Maker five (5) days following receipt of prior written
notice before exercising its rights and remedies. Payee may exercise this option
to  accelerate  during  any Event of Default  by Maker  regardless  of any prior
forbearance,  and  acceptance by Payee of payments in arrears shall not waive or
affect any prior or subsequent  acceleration of Payee. The remedies of Payee, as
provided  herein,  shall be cumulative and concurrent and may be pursued singly,
successively or together, at the sole discretion of Payee and, except as limited
herein,  may be exercised  as often as occasion  therefor  shall occur,  and the
failure to exercise any such right of remedy shall in no event be construed as a
waiver or release thereof.

                    Maker  agrees  to pay to  Payee  all  reasonable  costs  and
expenses of collection and/or suit,  including but not limited to all reasonable
attorneys' fees regardless of whether litigation is commenced.

                    Maker may prepay the principal amount outstanding,  together
with  all  accrued  and  unpaid  interest,  in whole  or in  part.  Any  partial
prepayments shall first be applied to the payment of all charges under this Note
other than  principal and interest owed to Payee,  then to all accrued  interest
due  on  the  date  of  such  prepayment,  and  then  to  the  principal  amount
outstanding.  Any partial  prepayments  shall not  postpone  the due date of any
subsequent monthly principal and interest payments or change the amount thereof,
unless Payee agrees in writing.

                    Payee may,  without notice,  grant extensions in the time of
payment of and reductions in the rate of interest on any monies owing under this
Note,  before,  at or after maturity,  and any of the foregoing shall be binding
upon Maker.

                    Maker hereby waives demand, presentment, notice of dishonor,
diligence, protest, notice of protest, and all other demands and notices. In any
litigation  to which  Payee and Maker  shall be adverse  parties,  Maker  hereby
waives (to the extent  permitted by law) the right to claim any defense based on
any  statutes  of  limitations  or  on  any  claim  of  laches  and  waives  any
counterclaim,  cross-claim, or set-off of any nature or description.  Maker also
(a) acknowledges and agrees that Payee can bring any suit, action, or proceeding
under this Note or any of the documents or instruments  mentioned  herein in the
courts of the State of New Jersey or the United  States  District  Court for the
District of New Jersey, (b) consents to the jurisdiction of such courts, and (c)
consents to and waives any objection  which Maker now has or may hereafter  have
to proper venue existing in any of such courts.

                    Any notice to Maker provided for in this Note shall be given
by  mailing  such  notice  by  registered  or  certified  mail,  return  receipt
requested, postage prepaid, addressed to Maker at 380 Allwood Road, Clifton, New
Jersey,  or to such other  address as Maker may designate in writing to Payee as
provided  herein.  Any notice to Payee shall be given by mailing  such notice by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to Payee, at 380 Allwood Road, Clifton,  New Jersey 07012,  Attention:
General  Counsel,  or at such other  address as Payee may designate by notice to
Maker.  Notice shall be deemed given to maker or Payee three (3) days  following
deposit in the United States mail in such manner.

                    This note is to be construed in accordance with the laws of 
the State of New Jersey . In case any one or more of the provisions of this Note
shall, for any reason, be held to be invalid,  illegal,  or unenforceable in any
respect, such invalidity,  illegality,  or unenforceability shall not affect any
other  provisions  of this  Note,  and this Note shall be  construed  as if such
invalid, illegal, or unenforceable provision had never been contained herein. If
any one or more of the provisions contained in this Note shall for any reason be
held to be unenforceable  as to amount,  time,  duration,  scope,  activity,  or
subject,  such provision shall be construed by limiting and reducing it so as to
make such provision enforceable to the extent compatible with applicable law.

                    This Note cannot be changed,  amended,  or modified  orally.
This writing is intended by the parties as a final  expression  of this Note and
also is  intended as a complete  and  exclusive  statement  of the terms of this
Note. No course of prior dealing between the parties,  no usage of trade, and no
parol or extrinsic  evidence of any nature shall be used to supplement or modify
any term hereof,  nor any there any conditions to the full effectiveness of this
Note.

                    Time is of the essence with respect to all of Maker's  
obligations and agreements under this Note.

                    This Note shall not be assignable  by Maker without  Payee's
prior written consent, which may be withheld in the sole judgment of the Payee.






                By:_____________________________________________
                   Name:
                   Title:


                                 ACKNOWLEDGMENT


STATE of                              )
                                         ) ss:
COUNTY of                             )


                    On December     , 1997 before me,                          ,
                           of                                 , to me known, and
known to me to hold said  position with said  corporation,  and who executed the
foregoing  Promissory Note on behalf of said corporation,  and duly acknowledged
to me that he executed  the same and was  authorized  to do so on behalf of said
corporation.



                                             -----------------------------------
                                             NOTARY PUBLIC
[{"type": "8-K", "sequence": "1", "description": "ASSET DISPOSITION DEC. 31, 1997", "secsgml_size_bytes": 94706}]
{"company-data": {"conformed-name": "CONSOLIDATED DELIVERY & LOGISTICS INC", "cik": "0001000779", "assigned-sic": "4213", "irs-number": "223350958", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26954", "film-number": "98507922"}, "business-address": {"street1": "61 S PARAMUS RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012911900"}, "mail-address": {"street1": "61 S PARAMUS RD", "city": "PARAMUS", "state": "NJ", "zip": "07652"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                December 31, 1997
                Date of Report (Date of earliest event reported)

                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                         0-26954          22-3350958
(State or other jurisdiction of      (Commission File        (IRS Employer
incorporation or organization)              Number)          Identification No.)

380 Allwood Road, Clifton, New Jersey                                 07012
(Address of principal executive offices)                              (Zip Code)

(Registrant's telephone number, including area code)              (973) 471-1005

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)
ITEM 2.         Acquisition or Disposition of Assets

                On December 31, 1997,  Consolidated  Delivery & Logistics,  Inc.
("CDL")  entered into an agreement  (the "Asset  Purchase  Agreement")  with its
subsidiary,  Sureway Logistics Corporation ("Logistics") and Mimatar Corporation
("Mimitar"),  providing for the sale of certain  assets of Logistics to Mimitar.
This sale disposes of the previously disclosed discontinued  operations of CDL's
fulfillment  and direct  mail  business.  Under the terms of the Asset  Purchase
Agreement,  the assets  included  Logistics'  customer list,  prepaid  expenses,
advance rentals, security deposits, manufacturing, warehouse, computer and other
equipment,  license to use certain of Logistics'  intellectual  property assets,
assumption of equipment  leases and assignment to and assumption by Mimitar of a
real property  warehouse lease covering  Logistic's  principal place of business
(the "Facility Lease").

                The purchase  price for the assets was $850,000 with $125,000 in
cash and the remainder in the form of a promissory  note (the "Note").  The Note
will bear  interest at the rate of 6% per annum.  During 1998 interest only will
be payable monthly.  Commencing  February 1, 1999 the note will be paid in equal
monthly installments of $14,016 including principal and interest through January
1, 2004. The note is collateralized by a security interest in Mimitar's accounts
receivable,   equipment  and  general  intangibles.  The  security  interest  is
subordinate  to the interest of  Mimitar's  majority  shareholder.  The purchase
price  under  the  Asset  Purchase  Agreement  was  determined  by arm's  length
negotiations  between  the  parties  based on the  market  value  of the  assets
purchased and sold.

                The Asset Purchase  Agreement requires that Logistics obtain the
formal  written  consent of the landlord to the assignment of the Facility Lease
to Mimitar on or before  January 6, 1998.  Landlord  consent is expected but has
not been obtained.  The Asset Purchase Agreement may be terminated by Mimitar if
landlord consent is not obtained, however if CDL elects to litigate the landlord
consent  issue the Asset  Purchase  Agreement  will  continue  under terms to be
mutually agreed between CDL and Mimitar.

                The  description  above of the Asset Purchase  Agreement and the
Note is a summary and does not purport to be complete.  Reference should be made
to the copies of such documents  filed as exhibits to this report for a complete
description of their terms.

ITEM 7.         Financial Statements and Exhibits

                b.   Pro Forma Information

            Consolidated Delivery & Logistics, Inc. and Subsidiaries
   Introductory Notes to Unaudited Pro Forma Consolidated Financial Statements

                   The following pro forma condensed  consolidated balance sheet
as of September 30, 1997, and the pro forma condensed  consolidated statement of
continuing  operations  for the nine month  period  then ended and the pro forma
consolidated statement of continuing operations for year ended December 31, 1996
give  effect to CDL's  sale of certain  assets of  Logistics.  The  adjustments
related  to the pro  forma  condensed  consolidated  balance  sheet  assume  the
transaction was consummated at September 30, 1997,  while the adjustments to the
pro forma  consolidated  statement  of  operations  assume the  transaction  was
consummated on January 1, 1996. The final sale occurred on December 31, 1997.

                   The pro forma  condensed  consolidated  balance sheet and pro
forma  condensed  consolidated  statement of continuing  operations for the nine
months ended September 30, 1997 are based on the historical financial statements
of CDL which had  previously  been  reclassified  to  present  the  discontinued
operations of Logistics separately.  Accordingly, the only pro forma adjustments
required  are to  reflect  the  sale of  certain  assets  of  Logistics  and the
associated interest income and net interest savings.  The pro forma consolidated
statement of continuing operations for the year ended December 31, 1996 is based
on the historical  statements of CDL, which were not reclassified to present the
discontinued  operations of  Logistics.  The pro forma  adjustments  reflect the
reclassification of the discontinued  operations,  the sale of certain assets of
Logistics and the associated interest income and net interest savings.

                   The unaudited pro forma  financial  statements  are presented
for informational purposes only and do not purport to present what the condensed
consolidated  balance sheet would have been had the sale,  in fact,  occurred on
September 30, 1997 or what the  consolidated  statements  of operations  for the
nine months  ended  September  30, 1997 or for the year ended  December 31, 1996
would have been had the sale, in fact, occurred on January 1, 1996.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
             UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997
                     (In thousands except share information)
CDL                                          Pro Forma
                                                           Consolidated             Pro Forma                   CDL
                                                             Pre-Sale              Adjustments              Consolidated
                                                        --------------------     -----------------        -----------------

                        ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                     $1,270                       $-                   $1,270
  Accounts receivable, net                                      22,348                        -                   22,348
  Prepaid expenses and other current assets                      2,819                        -                    2,819
  Net assets of discontinued operations                          1,989                     (830)   (1)             1,159
                                                        --------------------     -----------------        -----------------
    Total current assets                                        28,426                     (830)                  27,596

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                        5,949                        -                    5,949
OTHER ASSETS                                                     4,000                      725    (4)             4,725
                                                        ====================     =================        =================
    Total assets                                               $38,375                   $ (105)                 $38,270
                                                        ====================     =================        =================

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                                         $6,893                    $(125)   (3)            $6,768
  Current maturities of long-term debt                           3,071                        -                    3,071
  Accounts payable and accrued liabilities                      14,977                        8    (2)            14,985
                                                        --------------------     -----------------        -----------------
    Total current liabilities                                   24,941                     (117)                  24,824

LONG-TERM DEBT                                                   2,871                        -                    2,871
OTHER LONG-TERM LIABILITIES                                      2,051                        -                    2,051
                                                        --------------------     -----------------        -----------------
    Total liabilities                                           29,863                     (117)                  29,746
                                                        --------------------     -----------------        -----------------

STOCKHOLDERS' EQUITY
 Preferred stock, $.001 par value; 2,000,000 shares
authorized; no shares issued and outstanding
                                                                     -                        -                        -
 Common stock, $.001 par value;  30,000,000 shares authorized;  6,658,551 shares
issued and outstanding at September 30, 1997, respectively
                                                                     7                        -                        7
 Additional paid-in capital                                      9,001                        -                    9,001
 Accumulated deficit                                              (496)                      12    (5)              (484)
                                                        --------------------     -----------------        -----------------

    Total Stockholders' Equity                                   8,512                       12                    8,524
                                                        --------------------     -----------------        -----------------
    Total Liabilities and Stockholders' Equity                 $38,375              $      (105)                 $38,270
                                                        ====================     =================        =================
The accompanying explanatory notes are an integral part of
                         these consolidated statements.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                      (In thousands, except per share data)
CDL                                     Pro Forma
                                                   Consolidated          Pro Forma                 CDL
                                                     Pre-Sale           Adjustments           Consolidated
                                                  ----------------    ----------------       ----------------

REVENUES                                               $126,368              $ -                  $126,368

Cost of Revenues                                         96,758                -                    96,758
                                                  ----------------    ----------------       ----------------

          GROSS PROFIT                                   29,610                -                    29,610

Selling, General, &
   Administrative Expenses                               28,409                -                    28,409
                                                  ----------------    ----------------       ----------------

          OPERATING INCOME                                1,201                -                     1,201

OTHER (INCOME) EXPENSE:
  Gain on Sale of Subsidiary, net                          (816)               -                      (816)
  Other expense (income), net                              (209)             (31)      (6)            (240)
  Interest expense                                          836              (18)      (7)             818
                                                  ----------------    ----------------       ----------------

INCOME FROM CONTINUING
  OPERATIONS BEFORE INCOME
  TAXES                                                   1,390               49                     1,439

Provision for Income Taxes                                  556               20       (8)             576
                                                  ----------------    ----------------       ----------------

NET INCOME FROM CONTINUING
  OPERATIONS                                               $834              $29                      $863
                                                  ================    ================       ================

NET INCOME (LOSS) PER SHARE
FROM CONTINUING OPERATIONS                                $0.13            $  -                      $0.13
                                                  ================    ================       ================

AVERAGE SHARES OUTSTANDING USED TO CALCULATE
INCOME (LOSS) PER SHARE
                                                          6,674            6,674                     6,674
                                                  ================    ================       ================
The accompanying explanatory notes are an integral part of
                         these consolidated statements.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
       UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                        (In thousands, except share data)
CDL            Discontinued               Other                Pro Forma
                                 Consolidated       Operations               Pro Forma                 CDL
                                   Pre-Sale         Adjustments             Adjustments           Consolidated
                               -----------------    ----------------      ----------------       ----------------

REVENUES                            $171,049              ($7,959)                   $-               $163,090

Cost of Revenues                     120,768               (5,211)                6,974    (9)         122,531
                               -----------------    ----------------      ----------------       ----------------

          GROSS PROFIT                50,281               (2,748)               (6,974)                40,559

Selling, General, &
   Administrative Expenses            51,464               (2,463)               (6,974)   (9)          42,027
                               -----------------    ----------------      ----------------       ----------------

OPERATING INCOME (LOSS)               (1,183)                (285)                    -                 (1,468)

OTHER (INCOME) EXPENSE:
  Interest income                        (89)                   -                   (44)   (6)            (133)
  Interest expense                       805                    -                   (12)   (7)             793
  Other income, net                     (372)                   1                     -                   (371)
                               -----------------    ----------------      ----------------       ----------------

INCOME (LOSS) FROM
  CONTINUING OPERATIONS
 BEFORE INCOME TAXES                  (1,527)                (286)                   56                 (1,757)

Provision for (benefit from)
income                                  (844)                (114)                   22    (8)            (936)
  taxes
                               -----------------    ----------------      ----------------       ----------------

NET INCOME (LOSS) FROM
 CONTINUING OPERATIONS                 $(683)               $(172)                  $34                  $(821)
                               =================    ================      ================       ================

INCOME (LOSS) PER SHARE
FROM CONTINUING OPERATIONS
                                      ($0.10)              ($0.03)                $0.01                 ($0.12)
                               =================    ================      ================       ================

AVERAGE SHARES OUTSTANDING
USED TO CALCULATE INCOME
(LOSS) PER SHARE
                                                        6,677,546                                    6,677,546
                                   6,677,546                                  6,677,546
                               =================    ================      ================       ================
The accompanying explanatory notes are an integral part of
                         these consolidated statements.
Consolidated Delivery & Logistics, Inc. and Subsidiaries
   Explanatory Notes to Unaudited Pro Forma Consolidated Financial Statements

(1)   Record  sale of  certain  assets  of  Logistics. 

(2)   Record  estimated  income tax liability on the gain on the sale.

(3)   Reflect  the  use of the  proceeds from  the  sale to  reduce  outstanding
      borrowings on the line of credit.

(4)   Record  promissory  note  receivable  from the sale. 
      
(5)   Estimated retained earnings impact of the sale. 

(6)   Record interest income at 6% per annum earned on the note receivable from
      the sale. 

(7)   Interest  expense  calculated  at  approximately  9%,  representing  CDL's
      revised debt structure.

(8)   Income tax effect of adjustments (6) and (7).

(9)   Reclassification made to the 1996 financial statements in order to conform
      to the 1997 presentation.
c. Exhibits

        10.1    Asset Purchase Agreement dated December 31, 1997 by and among
                Consolidated Delivery & Logistics, Inc., Mimitar Corporation and
                Sureway Logistics Corporation.

        10.2    Promissory  Note dated December 31, 1997 by and between  Mimitar
                Corporation and Sureway Logistics Corporation.
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  January 15, 1998                 CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                       (Registrant)

                                          By:___________________________
                                               Joseph G. Wojak
                                                 Executive Vice President, Chief
                                                 Financial Officer, Treasurer
                                                 and Secretary
                                                 (Principal Financial and
                                                 Accounting Officer)
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:   January 15, 1998                CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                       (Registrant)

                                          By:  /s/ Joseph G. Wojak
                                               Joseph G. Wojak
                                                 Executive Vice President, Chief
                                                 Financial Officer, Treasurer
                                                 and Secretary
                                                 (Principal Financial and
                                                 Accounting Officer)
ASSET PURCHASE AGREEMENT

                                      DATED

                                DECEMBER 31, 1997

                                  BY AND AMONG

                                    PURCHASER

                                       AND

                          SUREWAY LOGISTICS CORPORATION
TABLE OF CONTENTS
ARTICLE I - Certain Definitions                                                                             1

         Section 1.1.  Certain Definitions                                                                  1
         Section 1.2.  Interpretation                                                                       4

ARTICLE II - Purchase and Sale of Assets; Assumption of Liabilities                                         4

         Section 2.1.    Purchase and Sale of Assets and Assumption of Equipment Lease                      4
         Section 2.2.    Purchase Price                                                                     4
         Section 2.3.1. Payment of  Purchase Price                                                          4
         Section 2.3.2. Promissory Note                                                                     5
         Section 2.3.3. Grant of a Security Interest                                                        5
         Section 2.4.    Security Agreement                                                                 5
         Section 2.5.1. Assumption of Allwood Road                                                          5
         Section 2.5.2. Sublease of Portion of Allwood Road Lease                                           5
         Section 2.5.3. Surrender of Monhegan Lease                                                         5
         Section 2.6.    Secured Creditor                                                                   5
         Section 2.7.    Allocation of the Purchase Price                                                   6
         Section 2.8.    Closing                                                                            6
         Section 2.9.    Failure to Obtain Consent                                                          6

ARTICLE III - Representations and Warranties of the Seller and the Principals                               6

         Section 3.1.   Financial Representation as to Value of Purchased Assets                            6
         Section 3.2.   The Purchased Assets.                                                               6
         Section 3.3.    Personal Property                                                                  6
         Section 3.4.    Real Property                                                                      7
         Section 3.4.1. Lease Description                                                                   7
         Section 3.5.    Employment Matters; No Collective Bargaining Agreement                             7
         Section 3.6.    Material Customers, Contracts and Commitments                                      7
         Section 3.7.    Litigation                                                                         8
         Section 3.8.    Brokers                                                                            8
         Section 3.9.    Organization and Qualification of the Seller                                       8
         Section 3.10.  Authorization                                                                       8
         Section 3.11.  Non-contravention                                                                   8
         Section 3.12.  No Consents                                                                         8
         Section 3.13.  Insurance                                                                           9
         Section 3.14.  Transition Assistance                                                               9

ARTICLE IV - Representations and Warranties of the Purchaser                                                9

         Section 4.1.  Organization                                                                         9
         Section 4.2.  Authorization                                                                        9
         Section 4.3.  Non-contravention                                                                    9
         Section 4.4.  No Consents                                                                          9
         Section 4.5.  Brokers                                                                              9
         Section 4.6.  Personal Property                                                                   10
         Section 4.7.  Collection Assistance                                                               10

ARTICLE V - Covenants and Agreements                                                                       10

         Section 5.1.  Pre-Closing Liabilities and Receivables                                             10
         Section 5.2.  Post Closing Liabilities and of Accounts Receivable                                 10
         Section 5.3.  Employment Matters                                                                  10
         Section 5.4.  Transfer and Property Taxes                                                         10
         Section 5.5.  Closing Documents                                                                   11
         Section 5.6.  Real Estate Tax Appeal                                                              11
         Section 5.7.  Prior Sales Taxes                                                                   11

ARTICLE VI - Conditions to Closing                                                                         11

         Section 6.1.    Mutual Condition                                                                  11
         Section 6.2.    Conditions to the Purchaser's Obligations                                         11
         Section 6.2.1. Purchaser's Financial Acknowledgment                                               12
         Section 6.3.    Conditions to the Seller's Obligations                                            12

ARTICLE VII -Indemnification                                                                               13

         Section 7.1.  Survival of Representations and Warranties                                          13
         Section 7.2.  Indemnification                                                                     14
         Section 7.3.  Procedures for Third Party Claims                                                   14
         Section 7.4.  Procedures for Inter-Party Claims                                                   15
         Section 7.5.  Post Closing Corporation                                                            15

ARTICLE VIII - Default                                                                                     15

         Section 8.1.  Default by the Purchaser                                                            15

ARTICLE IX- Miscellaneous                                                                                  15

         Section 9.1.  Notices                                                                             15
         Section 9.2.  Expenses                                                                            16
         Section 9.3.  Governing Law; Consent to Jurisdiction                                              16
         Section 9.4.  Assignment; Successors and Assigns; No Third Party Rights                           17
         Section 9.5.  Counterparts                                                                        17
         Section 9.6.  Titles and Headings                                                                 17
         Section 9.7.  Entire Agreement                                                                    17
         Section 9.8.  Amendment and Modification                                                          17
         Section 9.9.  Public Announcement                                                                 17
         Section 9.10.  Waiver                                                                             17
         Section 9.11.  Severability                                                                       18
         Section 9.12.  No Strict Construction                                                             18
         Section 9.13.  Risk of Loss                                                                       18
ASSET PURCHASE AGREEMENT

                  ASSET PURCHASE  AGREEMENT,  dated  December 31, 1997,  between
Mimatar Corporation,  a New Jersey corporation with its principal office located
at 124  Gregory  Avenue,  Passaic,  New Jersey  (the  "Purchaser")  and  Sureway
Logistics  Corporation a New York Corporation with its principal offices located
at 380 Allwood Road,  Clifton,  New Jersey 07012 (the "Seller") and Consolidated
Delivery and Logistics, Inc. in respect of Sections 2.3.2, 2.5.2 and 7.2 (c).

                              W I T N E S S E T H:

                  WHEREAS,  the Seller is engaged in the  fulfillment and direct
mail  business and operates out of a leased  warehouse  facility  located at 380
Allwood Road, Clifton, New Jersey (the "Business "); and

                  WHEREAS,  the  Seller  desires  to sell  and  transfer  to the
Purchaser,  and the  Purchaser  desires to purchase  and assume from the Seller,
certain  assets and certain  liabilities  relating to the Business,  all as more
specifically provided herein.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained  herein,  and  intending  to be  legally  bound,  the  Seller  and the
Purchaser agree as follows:

                                    ARTICLE I

                               Certain Definitions

                  Section 1.1. Certain  Definitions.  As used in this Agreement,
the  following  terms have the respective meanings set forth below.

                  "Agreement" means this Asset Purchase Agreement.

                  "Allwood  Lease" means the current real estate lease  covering
the premises located at 380 Allwood Road, Clifton, New Jersey.

                  "Assumed   Liabilities"   means  only  those  liabilities  and
obligations  of the  business  which (i) arise after the Closing  Date under the
real estate and equipment leases and executory  contracts  described in Schedule
1.1 (c) and  Schedule  1.1 (e) attached  hereto and (ii) those  liabilities  and
obligations  arising from the ordinary  course of business of the Business after
the Closing Date including but not limited to sales commissions.

                  "Business" has the meaning ascribed to such term in the second
recital to this Agreement.

                  "Business  Day" means a day,  other than a Saturday or Sunday,
on which commercial banks in New Jersey are open for the general  transaction of
business.

                  "CD&L" shall mean Consolidated Delivery and Logistics, Inc., a
Delaware  Corporation  having its principal offices located at 380 Allwood Road,
Clifton, New Jersey.

                 "Closing" has the meaning ascribed to such term in Section 2.8.

                 "Closing Date" has the meaning ascribed to such term in 
Section 2.8.

                 "Damages" has the meaning ascribed to such term in Section 7.2.

                 "Encumbrances" has the meaning ascribed to such term 
in Section 3.11.

                 "Governmental  Authority" means any national,  federal, state,
provincial,  county, municipal or local government,  foreign or domestic, or the
government of any political subdivision of any of the foregoing,  or any entity,
authority,   agency,  ministry  or  other  similar  body  exercising  executive,
legislative, judicial, regulatory or administrative authority or functions of or
pertaining to  government,  including any authority or other  quasi-governmental
entity established to perform any of such functions.

                  "Indemnified Party" has the meaning ascribed to such term 
in Section 7.2.

                  "Indemnifying Party" has the meaning ascribed to such term 
in Section 7.2.

                  "License Agreement" has the meaning ascribed to such term 
in Section 1.1(j)

                  "Monhegan Lease" means the real estate lease covering premises
located  at 35  Monhegan  Street,  Clifton,  New  Jersey  as  more  particularly
described in Section 3.7.1 of this Agreement.

                  "Payment Term"  has the meaning ascribed to such term in 
Section 2.3.

                  "Person" means an individual, partnership,  corporation, joint
stock  company,  unincorporated  organization  or  association,  trust  or joint
venture, or a governmental agency or political subdivision thereof.

                  "Promissory Note" has the meaning ascribed in Section 2.3.2

                  "Purchase Price" has the meaning ascribed to such term 
in Section 2.2.

                  "Purchased  Assets" means all of the right, title and interest
in and to the following  tangible and  intangible  assets used in the conduct of
the Business:

                  (a) the list of customers  annexed  hereto on Schedule  1.1(a)
(the "Customer List") which,  Seller warrants sets forth all customers with whom
the Seller (i) currently does business;

                  (b) all books, records, files and papers relating to the 
customers on the Customer List;

                  (c) all prepaid and /or advance  rentals,  other advances
and other prepaid expenses as set forth on Schedule 1.1 (c); and

                  (d) all security deposits as set forth on Schedule 1.1 (d)

                  (e) manufacturing,  warehouse,  computer  and other  equipment
used in the Business which Seller has identified on Schedule 1.1(e),  if any (or
assignment of any computer leases); and

                  (f) all rights existing after the Closing Date under a certain
contract between Sureway Logistics  Corporation and Thomas Publishing  Company a
copy of which has been given to Purchaser  as well as any  purchase  orders with
customers for work to be performed after the Closing Date.

                  (g) Seller's telephone numbers used in the Business;

                  (h) all authorizations, consents, approvals, licenses, orders,
permits,   exemptions  of,  filings  or  registrations  with,  any  Governmental
Authority which are assignable and which are necessary to conduct the Business;

                  (i) a license agreement (the "License  Agreement") in the form
attached  hereto on Schedule  1.1(i)  whereby the Seller grants to the Purchaser
the limited  right and license to use the  Seller's  trade name and service mark
"Sureway  Logistics"  in  promotional  materials  covering its  operation of the
Business  subsequent to the Closing Date. The Purchaser  acknowledges and agrees
that all  promotional  materials of any nature  containing the Seller's  service
mark  shall be  submitted  in writing  to the  Seller  for its  approval,  which
approval  shall  not be  unreasonably  withheld,  prior  to any  publication  or
distribution of any such promotional  materials.  This license shall have a term
of three (3) year from the  Closing  Date at which  time it shall  automatically
terminate  and no further use of the Seller's  service mark shall be made by the
Purchaser.

                  "Retained  Assets" means all assets of the Business other than
the Purchased Assets, including:

                  (1) all corporate books and records of Seller;

                  (2) the  Seller's  accounts  and  notes  receivable  and other
assets arising from the business on or prior to Closing Date.

                  "Retained  Liabilities"  means any and all  liabilities  or 
obligations of the Seller of any kind or nature, relating to the Business or the
Purchased  Assets,  arising out of events or  transactions or facts occurring on
or, prior to, the Closing Date.

                  "Survival Period" has the meaning ascribed to such term 
in Section 7.1.

                  "Third Party Claim" has the meaning ascribed to such term 
in Section 7.3.

                  Section 1.2. Interpretation. Unless otherwise indicated to the
contrary  herein  by the  context  or use  thereof:  (i)  the  words,  "herein,"
"hereto,"  "hereof"  and words of similar  import  refer to this  Agreement as a
whole  and  not to any  particular  Section  or  paragraph  hereof;  (ii)  words
importing  the  masculine  gender  shall also  include the  feminine and neutral
genders,  and vice versa;  and (iii) words  importing  the  singular  shall also
include the plural, and vice versa.

                                   ARTICLE II

             Purchase and Sale of Assets; Assumption of Liabilities

                  Section  2.1.  Purchase and Sale of Assets and  Assumption  of
Equipment Leases. Upon the terms and subject to the conditions of this Agreement
at the Closing  (as  defined in Section  2.8),  the Seller  shall sell,  assign,
transfer,  convey and deliver to the Purchaser all of the Seller's right,  title
and interest in and to the  Purchased  Assets and the Purchaser  shall  purchase
such  Purchased  Assets  from the  Seller and  assume  the  Assumed  Liabilities
described herein.

                  Section 2.2.  Purchase Price.  (a) The total  purchase price 
(the  "Purchase  Price") to be paid by the Purchaser  for the  Purchased  Assets
shall be the sum of EIGHT HUNDRED FIFTY THOUSAND DOLLARS (US $850,000.00)

                  Section 2.3.1  Payment of Purchase Price.

                           The Purchase Price shall be payable as follows:

                           (i)      ONE HUNDRED  TWENTY FIVE  THOUSAND  DOLLARS 
(US $125,000.00)  shall be paid in cash or its equivalent or by wire transfer on
the date of Closing.

                           (ii)     The balance of the Purchase Price shall be 
payable  monthly in advance over the six (6) year period  immediately  following
the Closing Date (the "Payment Term") in the following manner:

                            (a)     During the first year of the  Payment  Term 
the  Purchaser  shall pay  interest  only against the  remaining  balance of the
Purchase Price at the rate of 6% per annum payable monthly in advance.

                            (b)     During  years two (2) through six (6) of the
Payment Term the then  remaining  balance of the Purchase Price shall be paid in
equal  installments  of principal and interest  calculated at the rate of 6% per
annum payable monthly in advance.

                  Section 2.3.2 Promissory  Note. To evidence such  indebtedness
and the terms for  repayment,  at the Closing,  the  Purchaser  shall  deliver a
promissory  note  payable to  Logistics  in the form set forth in  Schedule  2.3
attached hereto.

                  Section  2.3.3  Grant of a Security  Interest.  The  Purchaser
hereby  grants to the Seller a subordinate  security  interest in and to any and
all accounts  receivable  or other  assets of the  Purchaser  arising  after the
Closing  Date from the  Business  subject  only to any first  priority  security
interest granted by Purchaser on such assets to its primary lender.

                  Section 2.4. Security Agreement. Payment of the full remaining
balance of the  Purchase  Price due after the Closing Date shall be secured by a
Security Agreement (and UCC-1's) in the form attached hereto as Schedule 2.4.

                  Section 2.5.1 Assumption of Allwood Road.  Purchaser agrees to
assume the Allwood Lease as of the Closing Date pursuant to a written assignment
and assumption as set forth in Schedule 2.5.1.  Purchaser shall assist Seller to
obtain all  necessary  consents  from the landlord for such  assumption.  Seller
shall remain responsible on such lease in accordance with the Allwood Lease.

                  Section 2.5.2 Sublease of Portion of Allwood Lease.  Purchaser
agrees that it shall sublease to CD&L the office space CD&L  currently  occupies
at 380 Allwood Road, Clifton,  New Jersey for a four (4) year term commencing as
of the Closing Date pursuant to a sublease Agreement in the form attached hereto
as  Schedule  2.5.2.  The  annual  rent to be paid by CD&L  under  the  sublease
agreement  shall be a fixed sum equal to $ 95,800 per annum  payable  monthly in
advance.  No  security  shall be  required  by the  Purchaser  from CD&L for the
sublease.  Seller  shall  use  reasonable  efforts  to obtain  consent  from the
landlord on the Allwood Lease for the proposed sublease to CD&L.

                  Section 2.5.3.  Surrender of Monhegan Lease.  Purchaser agrees
that it shall accept a surrender in the form  attached as Schedule  2.5.3 of the
below  described  Monhegan  Lease as of the Closing Date and that said lease and
all  future  obligations  after the  Closing  Date shall be  terminated  without
further  obligation from the Seller or its affiliates.  The Seller shall only be
responsible  for the  obligations  under the Monhegan Lease prior to the Closing
Date.

                  Section 2.6. Secured Creditor.  Seller represents and warrants
to the Purchaser  that First Union  Commercial  Corporation  is the only secured
creditor of Seller, and its lien on the Purchased Assets shall be released at or
prior to Closing  subject to and in accordance  with the Consent Letter attached
hereto as Schedule 2.6.

                  Section 2.7.  Allocation of the Purchase  Price.  The Purchase
Price shall be allocated as set forth in Exhibit A hereto. The Purchaser and the
Seller shall use such  allocation in filing their  respective  Internal  Revenue
Service Form 8594s.

                  Section  2.8.  Closing.  The closing of the  transactions  
contemplated hereby (the "Closing") shall take place at the offices of Seller on
December 31, 1997. The closing date shall be referred to as the "Closing Date".

                  Section 2.9. Failure to Obtain Consent.  In the event (i)
the  Landlord's  formal  consent as required  above is not  obtained by close of
business January 6, 1998 and (ii) the Seller advises Purchaser that Seller shall
not litigate the  unreasonableness of the Landlord's refusal,  the Parties agree
that  this  Agreement  and  the  underlying  transaction  may be  terminated  by
Purchaser without  liability or obligation  between the parties except to return
any monies or assets  previously  transferred  hereunder.  If the Seller advises
Purchaser  that  Seller has  decided  to  litigate  against  the  Landlord  this
Agreement  shall  continue  provided  the  Parties  agree  on the  terms of such
continuation.

                                   ARTICLE III

                  Representations and Warranties of the Seller

         The Seller represents and warrants to the Purchaser as follows:

                  Section 3.1. Financial Representation as to Value of Purchased
Assets. The assets set forth on Schedules 1.1 (c), (d) and (e) of this Agreement
compiled  by the Seller  presents  fairly and  completely  the assets and values
described thereon as of November 30, 1997.

                  Section 3.2. The Purchased  Assets. No third party (other than
First Union  Commercial  Corporation  and/or any lessor or licenser of leased or
licensed  equipment or software)) owns or has any interest by lease,  license or
otherwise  in any of the  Purchased  Assets  owned by Seller.  The  documents of
transfer  to be executed  and  delivered  by the Seller at the  Closing  will be
sufficient to convey good and  marketable  title to the Purchased  Assets to the
Purchaser, free and clear of all Encumbrances.

                  Section  3.3.  Personal  Property.  The  Seller  has  good and
marketable  title  to (or  valid  leasehold  or  contractual  interests  in) all
personal  property  comprising  the  Purchased  Assets,  free  and  clear of any
Encumbrances  except as set forth on Schedule 3.11.  All  machinery,  equipment,
furniture,  fixtures  and  other  personal  property  used in the  Business  and
included in the Purchased Assets has been inspected by Purchaser and is accepted
by Purchaser in an "as is" condition. All equipment leases shall, if assignable,
be assigned to Purchaser.

                  Section 3.4.  Real Property.  The Seller does not own any real
property or real estate.

                  Section 3.4.1 Lease Descriptions.  The Seller leases the 
following locations:
Current Monthly                                                 Lease
          Location                     Basic Rent                    Landlord                  Expiration Date

380 Allwood Road                                            Ninth Avenue
Clifton, New Jersey                     $39,000             Equities Co., Inc.                  June 30, 2002

Monhegan Place                                              350 Butler Street
Clifton, New Jersey                $15,108 plus $3675       Corp.                             October 31, 1998
Seller has delivered true and complete copies of its leases on
the foregoing  premises to the Purchaser.  Neither Seller nor any landlord is in
default on any such leases.

                  Seller  has  paid  all  rents  and  costs  due to the  various
landlords through the date hereof and shall continue to do so and to comply with
all other terms and conditions of each lease through the Closing Date.

                  Section 3.5.  Employment Matters; No Collective Bargaining 
Agreement.
                  (a) Schedule 3.5 sets forth a true and complete listing of all
employees,  their positions and their salaries.  Seller has no employee  benefit
plans of any kind or nature  (including  but not limited to plans  under  ERISA)
except for a contributory  employee health insurance plan. The Seller shall have
no future obligation to any employee of the Seller hired by the Purchaser. There
are no employment or compensation agreements with any employees of the Seller.

                  (b) No  employees  of the Seller have been,  or are  currently
represented  by,  any  labor  union  or  covered  by any  collective  bargaining
agreement  nor,  to the  best of the  Seller's  knowledge,  is any  organization
campaign to establish such representation in progress.

                  Section 3.6.  Material Customers, Contracts and Commitments.

                  (a) The  representations  and  warranties  with respect to the
Customer List set forth in the  definition  of Purchased  Assets is accurate and
complete.

                  (b) True and  complete  copies of all written  contracts  with
customers,  including any amendments thereto,  have been delivered by the Seller
to the  Purchaser and such  documents  constitute  the legal,  valid and binding
obligation  of the Seller  and,  to the  Seller's  knowledge,  each other  party
purportedly obligated thereunder.

                  (c) The Seller is not in,  nor has it been  given or  received
notice of, any default or claimed,  purported or alleged default, or facts that,
with notice or lapse of time, or both,  would constitute a default (or give rise
to a  termination  right)  on the part of any  party in the  performance  of any
obligation to be performed under any of its contracts with its customers.

                  Section  3.7.  Litigation.  There  are no  lawsuits,  actions,
proceedings,  claims,  orders or  investigations  by or before any  Governmental
Authority  pending or, to the  Principals'  knowledge  after due  investigation,
threatened  against the Seller,  or against the  Principals  and relating to the
Business  or the  Purchased  Assets,  or  seeking  to  enjoin  the  transactions
contemplated  hereby  or which  could  have a  material  adverse  effect on such
transactions or on Purchaser.

                  Section  3.8.  Brokers.  No Person is or will be entitled to a
broker's, finder's, investment banker's, financial adviser's or similar fee from
the  Seller  in  connection  with  this  Agreement  or any  of the  transactions
contemplated  hereby.  The  Seller  has not  employed  any  broker  or  agent in
connection with the transactions contemplated by this Agreement.

                  Section 3.9. Organization and Qualification of the Seller. The
Seller is a corporation  duly organized,  validly  existing and in good standing
under  the  laws of the  State of New  York,  with  full  power  and  authority,
corporate and other, to own or lease its property and assets and to carry on the
Business as presently conducted.

                  Section  3.10.  Authorization.  The  Seller has full power and
authority,  corporate  and other,  to execute and deliver  this  Agreement,  the
instruments  of transfer and other  documents  referred to herein and to perform
its obligations hereunder and thereunder, all of which have been duly authorized
by all  requisite  corporate  action.  Each  of this  Agreement  and  each  such
instrument  of  transfer  has been or,  at the time of  delivery  will be,  duly
authorized, executed and delivered by the Seller and constitutes or, at the time
of  delivery  will  constitute,  a valid and  binding  agreement  of the  Seller
enforceable against the Seller in accordance with its terms.

                  Section  3.11.  Non-contravention.  Neither the  execution and
delivery of this Agreement or the instruments of transfer nor the performance by
the Seller of its  respective  obligations  hereunder  and  thereunder  will (i)
contravene any provision contained in the Seller's  Certificate of Incorporation
or  By-laws,  (ii)  violate or result in a breach  (with or without the lapse of
time,  the giving of notice or both) of or  constitute  a default  under (A) any
contract,  agreement,  commitment,  indenture,  mortgage,  lease,  pledge, note,
license,  permit or other  instrument or obligation or (B) any judgment,  order,
decree,  law,  rule or  regulation  or  other  restriction  of any  Governmental
Authority,  in each case to which the  Seller is a party or by which it is bound
or to which any of its assets or  properties  are  subject,  (iii) result in the
creation or imposition of any lien, claim, charge,  mortgage,  pledge,  security
interest,    equity,    restriction   or   other   encumbrance    (collectively,
"Encumbrances") on any of the Seller's assets or properties.

                  Section  3.12.  No Consents.  No notice to,  filing  with,  or
authorization,  registration,  consent or approval of any Governmental Authority
or other Person is necessary for the execution,  delivery or performance of this
Agreement or the  consummation of the  transactions  contemplated  hereby by the
Seller.

                  Section  3.13.  Insurance. At all times prior to the execution
of this Agreement,  the Seller has maintained appropriate and adequate insurance
policies covering the Purchased Assets and all aspects of the Business.

                  Section 3.14. Transition  Assistance.  For a period of 30 days
after the Closing Date Seller shall make available to the Purchaser the services
of Robin Leach for limited  assistance as  determined by CD&L in the  transition
accounting  areas for the  Business.  In addition  for a period of 90 days after
Closing the Seller shall make  available to the Purchaser the services of Norton
Hight for limited assistance as reasonably  determined by CD&L in the transition
sales and marketing areas for the Business.

                                   ARTICLE IV

                 Representations and Warranties of the Purchaser

                  The  Purchaser  represents  and warrants to the Seller and the
                  Principals as follows:

                  Section 4.1. Organization. The Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey and has full power and  authority,  corporate  and other,  to own its
properties and assets and to carry on its business as presently conducted except
where the failure to be so qualified would not have a material adverse effect on
its business.

                  Section 4.2.  Authorization.  The Purchaser has full power and
authority,  corporate  and other,  to execute and deliver this  Agreement and to
perform its obligations hereunder, all of which have been duly authorized by all
requisite corporate action. This Agreement, has been or, at the time of delivery
will be, duly authorized, executed and delivered by the Purchaser and constitute
or, at the time of delivery will  constitute,  a valid and binding  agreement of
the Purchaser, enforceable against the Purchaser in accordance with its terms.

                  Section 4.3.  Non-contravention.  The Purchaser is not subject
to  any  provision  of  its  Certificate  of  Incorporation  or  By-laws  or any
agreement,  instrument, law, rule, regulation,  order, decree or judgment of any
Governmental  Authority or other restriction that would prevent the consummation
of the transactions contemplated by this Agreement.

                  Section  4.4.  No  Consents.  No notice to,  filing  with,  or
authorization,  registration,  consent or approval of any Governmental Authority
or other Person is necessary for the execution,  delivery or performance of this
Agreement or the  consummation of the  transactions  contemplated  hereby by the
Purchaser.

                  Section  4.5.  Brokers.  No person is or will be entitled to a
broker's, finder's, investment banker's, financial adviser's or similar fee from
the  Purchaser  or  CDL  in  connection  with  this  Agreement  or  any  of  the
transactions  contemplated  hereby. The Purchaser has not employed any broker or
agent in connection with the transactions contemplated by this Agreement.

                  Section 4.6 Personal Property.  The Purchaser hereby agrees to
assume all liabilities and  obligations  under any equipment  leases or software
license agreements included as part of the Purchased Assets always provided such
liabilities and obligations  arise after the Closing Date.  Purchaser  agrees it
shall enter into new leases/license  agreements with existing  lessors/licensors
where leases/licenses cannot be assigned.

                  Section 4.7 Collection Assistance. The Purchaser agrees to use
its best efforts to provide the Seller with all reasonable  assistance  required
to assist  Seller in  collecting  accounts  receivables  arising  from  services
performed  on or  prior  to the  Closing  Date  including  but  not  limited  to
preparation and mailing of invoices and tracking payments when received.

                                    ARTICLE V

                            Covenants and Agreements

                  Section 5.1 Pre-Closing  Liabilities and  Receivables.  Seller
shall be  solely  responsible  for any and all  Retained  Liabilities  and shall
receive the benefits of any accounts  receivable  of the Business  arising on or
prior to Closing Date.  Purchaser shall have no liability to Seller for any such
liabilities  or receivables or failure or inability to collect any such accounts
receivable.

                  Section  5.2.  Post  Closing   Liabilities   and  of  Accounts
Receivable.  Purchaser  shall be solely  responsible for any and all liabilities
and accounts of the Business arising after the Closing Date..  Seller shall have
no liability to Purchaser  for any such  liabilities  or failure or inability to
collect any such accounts receivable.

                  Section 5.3. Employment  Matters.  The Seller shall indemnify,
defend and hold harmless the Purchaser for any liabilities due to or incurred in
favor of its  employees  from  events  occurring  prior to  closing  except  for
obligations  arising from services performed after the Closing Date to employees
actually hired by the Purchaser.

                  Section 5.4. Transfer and Property Taxes. (a) The Seller shall
pay any  transfer,  sales,  purchase,  use or similar  tax under the laws of any
Governmental  Authority  arising out of or  resulting  from the  purchase of the
Purchased Assets. The Seller shall prepare and file the required tax returns and
other required  documents with respect to the taxes and fees required to be paid
by the Seller pursuant to the preceding sentence.

                  (b) The  Seller  shall (i)  prepare  and file all tax  returns
reporting the income  attributable  to the Purchased  Assets or the operation of
the  Business  for all  periods  ending  prior to or on the Closing  Date,  (ii)
prepare  and file all  income  tax  returns  reporting  the income of the Seller
arising on the  Closing  Date from the sale to the  Purchaser  of the  Purchased
Assets, (iii) be responsible for the conduct of all tax examinations relating to
the tax  returns  referred  to in (i) and (ii)  above,  and  (iv) pay all  taxes
attributable  to the sale of Purchased  Assets or the  operation of the Business
due with  respect to the tax  returns  referred  to in (i) and (ii)  above.  The
Purchaser  shall  prepare  and  file  all  tax  returns   reporting  the  income
attributable  to the ownership of the Purchased  Assets and the operation of the
Business  for all periods  beginning  after the Closing Date and shall be liable
for and pay all taxes due in respect of such tax returns.

                  Section 5.5. Closing Documents.  The Seller shall, prior to or
on the Closing Date, execute and deliver,  or cause to be executed and delivered
to the  Purchaser,  the documents or  instruments  described in Section 6.2. The
Purchaser shall, prior to or on the Closing Date, execute and deliver,  or cause
to be executed  and  delivered,  to the Seller,  the  documents  or  instruments
described in Section 6.3.

                  Section  5.6 Real  Estate  Tax  Appeal.  The  Purchaser  shall
receive  the full  amount of any  reduction  in real  estate  taxes  being  paid
resulting from any tax grievance filed by Purchaser or the landlord.

                  Section 5.7 Prior Sales Taxes.  CD&L shall be responsible  for
payment of any sales taxes from the operation of the Business on or prior to the
Closing Date if such sales taxes, if any, are not paid by the Seller.

                                   ARTICLE VI

                              Conditions to Closing

                  Section 6.1. Mutual Condition.  The respective  obligations of
each party to consummate the  transactions  contemplated by this Agreement shall
be subject to the  fulfillment  at or prior to Closing of the condition that (A)
no  Governmental  Authority  of competent  jurisdiction  shall have (i) enacted,
issued,  promulgated,   enforced  or  entered  any  statute,  rule,  regulation,
judgment,  decree,  injunction  or  other  order  which  is in  effect;  or (ii)
commenced or  threatened  any action or  proceeding,  which in either case would
prohibit consummation of the transactions contemplated by this Agreement and (B)
no action or proceeding before a court or any other governmental  agency or body
shall  have  been   instituted   or  threatened  to  restrain  or  prohibit  the
transactions,  contemplated by this Agreement and (C) CD&L shall have signed the
guarantee  attached as Schedule 6.1 and (D) Martin Roffman shall have signed and
delivered the Personal Guarantee attached as Schedule 6.1 (D).

                  Section 6.2.  Conditions to the Purchaser's  Obligations.  The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment  prior to or at Closing of each of
the following conditions:

                  (a) all  representations  and warranties made by the Seller in
this Agreement and the Schedules  hereto shall be true,  correct and complete on
the date hereof and as of the Closing  Date as though such  representations  and
warranties  were made as of the  Closing  Date,  and the Seller  shall have duly
performed or complied with all of the covenants,  obligations  and conditions to
be  performed or complied  with by them under the terms of this  Agreement on or
prior to or at Closing;

                  (b) all authorizations,  consents, waivers, approvals or other
actions  required in connection with the execution,  delivery and performance of
this Agreement by the Seller and the consummation the Seller of the transactions
contemplated  hereby  shall  have been  obtained  and shall be in full force and
effect and (ii) the Seller  shall have  obtained any  authorizations,  consents,
waivers,  approvals or other  actions  required to prevent a material  breach or
default by the  Seller  under any  agreement  to which the Seller is a party and
which  relates and is material to the  Purchased  Assets or the  Business and is
being assumed by the Purchaser;

                  (c) prior to or at  Closing,  the  Seller  shall  have  signed
and/or  delivered to the Purchaser all  instruments  of transfer and  conveyance
identified  herein  and such  other  closing  documents  as shall be  reasonably
requested by the Purchaser, including the following:

                           (i) such  instruments of sale,  transfer,  assignment
         conveyance and delivery  (including a Bill of Sale as set forth on 
         Schedule 6.2 (c) (i) of the  Agreement  as are  required  in  order  to
         transfer  to the Purchaser good and marketable title to the Purchased  
         Assets,  free and clear of all Encumbrances except as provided herein;

                           (ii) consent of First Union Commercial  Corporation,
         if required,  and UCC-3's or other appropriate evidence of release of 
         any Encumbrances;

                           (iii) landlord's consent as set forth on Schedule 
         6.2 (c) of this  Agreement  with respect to  assignment of the Allwood
         Lease;

                           (iv)  the License Agreement;

                           (v)  such  other  documents  or  instruments  as  the
         Purchaser  reasonably requests to effect the transactions  contemplated
         hereby.

                  (d)  all  actions,  proceedings,   instruments  and  documents
required to carry out this Agreement or incidental  hereto and all other related
legal matters shall have been approved by counsel to the Purchaser.

                  Section 6.2.1. Purchaser's Financial Acknowledgment.  Prior to
the Closing Date,  the Purchaser  acknowledges  and agrees it has had sufficient
time to review and has reviewed the most recent, unaudited, financial statements
of Seller and such financial  statements are acceptable and satisfactory for the
purpose of evaluating the transaction covered by this Agreement.

                  Section  6.3.  Conditions  to the  Seller's  Obligations.  The
obligations of the Seller to consummate the  transactions  contemplated  by this
Agreement shall be subject to the fulfillment at or prior to the Closing of each
of the following conditions:

                  (a) All  representations  and warranties made by the Purchaser
in this Agreement shall be true and correct in all material respects on the date
hereof and as of the Closing Date as though such  representations and warranties
were made as of the Closing Date, and the Purchaser shall have duly performed or
complied in all material  respects with all of the  covenants,  obligations  and
conditions  to be  performed  or  complied  with by it under  the  terms of this
Agreement on or prior to or at Closing.

                  (b) All  authorizations  or approvals  required in  connection
with the execution, delivery and performance of this Agreement, by the Purchaser
and any third party  consents  required  hereunder and the  consummation  by the
Purchaser of the transactions  contemplated  hereby shall have been obtained and
shall be in full force and effect.

                  (c) Prior to or at Closing, the Purchaser shall have delivered
to the Seller such  closing  documents as shall be  reasonably  requested by the
Seller in form and  substance  reasonably  acceptable  to the Seller's  counsel,
including but not limited to the following:

                           (i)  check  payable  to the  Seller  in the  sum of 
         ONE  HUNDRED  TWENTY  FIVE  THOUSAND DOLLARS (us $125,000)

                           (ii)  Promissory  Note to the Seller in the sum of 
         SEVEN  HUNDRED  TWENTY FIVE  THOUSAND DOLLARS ($725,000)

                           (iii) surrender of the Monhegan Lease

                           (iv) a signed agreement whereby Purchaser assumes all
         obligations of Seller under the Allwood Lease as required under Section
         2.5.1; and

                           (vi) a signed sublease to CDL as required under 
         Section 2.5.2 of this Agreement.
                           (vii)    a signed security Agreement and UCC-1's as 
         required under Section 2.4.

                           (d) All  actions,  proceedings,  instruments  and  
documents  required to carry out this  Agreement  or  incidental  hereto and all
other related legal matters shall have been approved by counsel to the Seller.

                                   ARTICLE VII

                                 Indemnification

                  Section 7.1. Survival of Representations  and Warranties.  The
representations  and warranties provided for in this Agreement shall survive the
Closing for the benefit of the parties hereto and their successors and assigns.

                  Section 7.2. Indemnification.  (a) The Seller shall indemnify,
defend and hold  harmless the  Purchaser,  against and in respect of any and all
claims,  costs,   expenses,   damages,   liabilities,   losses  or  deficiencies
(including,  without  limitation,  counsel's  fees and other costs and  expenses
incident to any suit,  action or  proceeding)  (the  "Damages")  arising out of,
resulting  from  or  incurred  in  connection  with  (i) any  inaccuracy  in any
representation  or the  breach  of any  warranty  made  by the  Seller  in  this
Agreement  and (ii) the breach of any  covenant or agreement by the Seller under
this Agreement.

                  (b) The Purchaser shall indemnify and hold harmless the Seller
and any Person claiming by or through any of them, against and in respect of any
and all damages  arising out of,  resulting from or incurred in connection  with
(i)  the  breach  by the  Purchaser  of any  covenant  or  agreement  to be
performed by them hereunder and (ii) any inaccuracy in any representation or the
breach  of any  warranty  made  by the  Purchaser  in  this  Agreement  for  the
applicable Survival Period.

                  (c) CD&L shall  indemnify and hold harmless the Purchaser from
any and all damages incurred by the Purchaser from third parties always provided
such damages arose out of properly due and owing liabilities of the Seller on or
prior to the Closing Date.

                  (d)  Any  Person  providing  indemnification  pursuant  to the
provisions of this Section 7.2 is  hereinafter  referred to as an  "Indemnifying
Party" and any Person  entitled to be indemnified  pursuant to the provisions of
this Section 7.2 is hereinafter referred to as an "Indemnified Party."

                  Section 7.3. Procedures for Third Party Claims. In the case of
any claim for  indemnification  arising  from a claim of a third party (a "Third
Party  Claim"),  an  Indemnified  Party shall give prompt  written notice to the
Indemnifying  Party of any  claim or demand  which  such  Indemnified  Party has
knowledge  and  as to  which  it  may  request  indemnification  hereunder.  The
Indemnifying  Party  shall have the right to defend  and to direct  the  defense
against  any  such  Third  Party  Claim,  in  its  name  or in the  name  of the
Indemnified Party, as the case may be, at the expense of the Indemnifying Party,
and with counsel selected by the Indemnifying  Party unless (i) such Third Party
Claim  seeks  an  order,  injunction  or  other  equitable  relief  against  the
Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded
that (x) there is a conflict of interest  between the Indemnified  Party and the
Indemnifying  Party in the  conduct of the  defense of such Third Party Claim or
(y) the  Indemnified  Party  has  one or  more  defenses  not  available  to the
Indemnifying Party.  Notwithstanding anything in this Agreement to the contrary,
the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate
with the Indemnifying Party, and keep the Indemnifying Party fully informed,  in
the  defense of such Third Party  Claim.  The  Indemnified  Party shall have the
right to  participate  in the  defense of any Third  Party  Claim  with  counsel
employed at its own expense;  provided,  however, that, in the case of any Third
Party Claim or demand  described  in clause (i) or (ii) of the second  preceding
sentence or as to which the  Indemnifying  Party shall not in fact have employed
counsel to assume the defense of such Third Party Claim, the reasonable fees and
disbursements of such counsel shall be at the expense of the Indemnifying Party.
The Indemnifying Party shall have no indemnification obligations with respect to
any such Third Party Claim or demand  which shall be settled by the  Indemnified
Party without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed.

                  Section 7.4.  Procedures for Inter-Party  Claims. In the event
that an Indemnified  Party determines that it has a claim for Damages against an
Indemnifying  Party  hereunder  (other than as a result of a Third Party Claim),
the  Indemnified   Party  shall  give  prompt  written  notice  thereof  to  the
Indemnifying  Party,  specifying the amount of such claim and any relevant facts
and  circumstances  relating  thereto.  The Indemnified  Party shall provide the
Indemnifying  Party  with  reasonable  access to its books and  records  for the
purpose of allowing the  Indemnifying  Party a reasonable  opportunity to verify
any such claim for Damages.  The Indemnified  Party and the  Indemnifying  Party
shall  negotiate in good faith  regarding the resolution of any disputed  claims
for Damages.  Promptly  following the final  determination  of the amount of any
Damages claimed by the Indemnified  Party, the Indemnifying Party shall pay such
Damages to the  Indemnified  Party by wire transfer or check made payable to the
order  of the  Indemnified  Party,  without  interest.  In the  event  that  the
Indemnified Party is required to institute legal proceedings in order to recover
Damages   hereunder,   the  cost  of  such   proceedings   (including  costs  of
investigation and reasonable  attorneys' fees and disbursements)  shall be added
to the amount of Damages payable to the Indemnified Party.

                  Section 7.5 Post Closing  Corporation.  Each party agrees that
it shall take such action and sign such documents that may be required following
Closing to effectuate the terms of this Agreement.

                                  ARTICLE VIII

                                     Default

                  Section  8.1.  Default  by the  Purchaser.  In the  event  the
Purchaser  breaches a material term hereof fails to make any payment which it is
obligated to make pursuant to Section 2.3 of this  Agreement and such failure or
breach  shall  continue  for a period of thirty (30) days after  written  notice
thereof or has been given to the  Purchaser  then in addition to any other right
or remedy  available to Seller  either at law in equity or under this  Agreement
Purchaser agrees that any and all payments remaining due over the unexpired term
of the  Payment  Term  shall be  deemed  immediately  due and  payable  in their
entirety without further notice to Purchaser.

                                   ARTICLE IX

                                  Miscellaneous

                  Section  9.1.  Notices.  All  notices or other  communications
required  or  permitted  hereunder  shall be in writing  and shall be  delivered
personally,  by facsimile or sent by certified,  registered or express air mail,
postage prepaid, and shall be deemed given when so delivered  personally,  or by
facsimile, or if mailed, five days after the date of mailing, as follows:

If to the Seller: 380 Allwood Road
                                    Clifton, New Jersey  07012
                                    Telephone:  (973) 471-1005
                                    Facsimile:   (973) 471-5519
                                    Attention:    General Counsel

With a copy to:   Lowenstein, Sandler, Kohl,
                                    Fisher & Boylan
                                    65 Livingston Avenue
                                    Roseland, New Jersey  07068
                                    Telephone:  (201) 992-8700
                                    Facsimile:   (201) 992-5820
                                    Attention:  Alan Wovsaniker, Esq.

If to the Purchaser:
                                    Telephone: (973) 779-6654
                                    Facsimile:  (973) 779-3071
                                    Attention:  Anthony Pappa

With a copy to:   Arnold Shurkin, Esq.
                                    124 Gregory Avenue
                                    Passaic, New Jersey  07055
                                    Telephone:  (973) 779-4647
                                    Facsimile:   (973) 779-4927

                  Section 9.2. Expenses.  Regardless of whether the transactions
provided for in this  Agreement are  consummated,  except as otherwise  provided
herein,  each party hereto shall pay its own expenses incident to this Agreement
and the transactions contemplated herein, including all professional fees.

                  Section  9.3.  Governing  Law;  Consent to  Jurisdiction  This
Agreement  shall be governed by, and construed in accordance  with, the internal
laws  of the  State  of New  Jersey,  without  reference  to the  choice  of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
non-exclusive  jurisdiction  of the  courts of the State of New  Jersey  and the
United States  District  Court for the District of New Jersey for the purpose of
any suit,  action,  proceeding  or  judgment  relating to or arising out of this
Agreement  and the  transactions  contemplated  hereby.  Service  of  process in
connection with any such suit,  action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.

                  Section 9.4.  Assignment;  Successors  and  Assigns;  No Third
Party  Rights.  This  Agreement  may  not be  assigned  by  operation  of law or
otherwise,  and any attempted  assignment shall be null and void. This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors,  assigns and legal representatives.  This Agreement shall
be for the sole benefit of the parties to this  Agreement  and their  respective
successors,  assigns and legal representatives and is not intended, nor shall be
construed,  to give  any  Person,  other  than  the  parties  hereto  and  their
respective successors, assigns and legal representatives, any legal or equitable
right, remedy or claim hereunder.

                  Section  9.5.  Counterparts.  This  Agreement  may be executed
in counterparts, each of which shall be deemed an original agreement, but all of
which together shall constitute one and the same instrument.

                  Section 9.6.  Titles and  Headings.  The headings and table of
contents in this Agreement are for reference purposes only, and shall not in any
way affect the meaning or interpretation of this Agreement.

                  Section 9.7. Entire Agreement.  This Agreement,  including the
Schedules and Exhibits attached thereto,  constitutes the entire agreement among
the  parties  with  respect to the matters  covered  hereby and  supersedes  all
previous written, oral or implied understandings among them with respect to such
matters.

                  Section 9.8.  Amendment and  Modification.  This Agreement may
only be  amended  or  modified  in  writing  signed  by the party  against  whom
enforcement of such amendment or modification is sought.

                  Section  9.9.  Public   Announcement.   Except  as  previously
announced by CD&L or as may be required by law,  neither the Seller,  on the one
hand,  nor the  Purchaser,  on the other hand,  shall issue any press release or
otherwise  publicly  disclose this  Agreement or the  transactions  contemplated
hereby or any  dealings  between  or among the  parties in  connection  with the
subject  matter hereof  without the prior  approval of the other which  approval
shall not be unreasonably  withheld or delayed. In the event that any such press
release or other  public  disclosure  shall be required,  the party  required to
issue such  release  or other  disclosure  shall  consult in good faith with the
other party  hereto with  respect to the form and  substance  of such release or
other disclosure prior to the public dissemination thereof.

                  Section 9.10.  Waiver.  Any of the terms or conditions of this
Agreement  may be  waived at any time by the party or  parties  entitled  to the
benefit  thereof,  but only by a writing signed by the party or parties  waiving
such terms or conditions.

                  Section  9.11.  Severability.  The  invalidity  of any portion
hereof shall not affect the validity,  force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit
enforcement of such restriction to its fullest extent, such restriction shall be
enforced to the maximum extent permitted by law.

                  Section 9.12. No Strict  Construction.  Each of the Purchaser,
the Seller and the Principals  acknowledge that this Agreement has been prepared
jointly by the parties hereto,  and shall not be strictly  construed against any
party.

                  Section 9.13. Risk of Loss. Prior to the Closing,  the risk of
loss with respect to the Purchased  Assets shall remain with the Seller.  In the
event of any material  casualty prior to closing,  the Purchaser  shall have the
right to terminate  this Agreement upon giving written notice of its election to
terminate to the Seller.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.

                                     Mimatar Corporation

                                     By:___________________________
                                     Name:  Anthony A. Pappa
                                     Title:   President
                                     Date:    December 31, 1997

                                     Sureway Logistics Corporation

                                     By:____________________________
                                     Name:__________________________
                                     Title:___________________________
                                     Date:___________________________

                                     Consolidated Delivery and Logistics, Inc.

                                     By:_________________________________
                                     Name:    Albert W. Van Ness, Jr.
                                     Title:   Chairman & Chief Executive Officer
                                     Date:    December 31, 1997
Exhibits

Exhibit A         Allocation of Purchase Price
EXHIBIT A

                          Allocation of Purchase Price

                  Deposits                           $ 132,620.71

                  Prepared Expense                   $ 160,172.00

                  FF&E                               $ 557,207.29
Schedules

Schedule     1.1 (a)         Customer List
Schedule     1.1 (c)         Prepaid Expenses
Schedule     1.1 (d)         Security Deposits
Schedule     1.1 (e)         Schedule of Manufacturing, Warehouse, Computer and 
                               other Equipment
Schedule     1.1 (i)         License Agreement
Schedule   2.3.2             Promissory Note
Schedule     2.4             Security Agreement
Schedule   2.5.1             Assignment and Assumption of Allwood Lease
Schedule   2.5.2             Sublease Agreement
Schedule   2.5.3             Surrender of Monhegan Lease
Schedule     2.6             Bank Consent Letter and Estoppal Certificate
Schedule     3.5             List of Employees
Schedule    3.11             List of Permitted Encumbrances
Schedule     6.1  (C)        CD&L Guarantee
Schedule     6.1  (D)        Roffman Guaranty
Schedule     6.2  (c) (i)    Bill of Sale
Schedule     6.2  (c) (vi)   Landlord's Consent
Schedule 2.3.2

PROMISSORY NOTE

US $725,000.00                                                 December 31, 1997

                    FOR  VALUE  RECEIVED  Mimatar  Corporation,   a  New  Jersey
corporation, ("Maker"), hereby promises to pay to the order of Sureway Logistics
Corporation,  a New  York  corporation  ("Payee"),  the  principal  sum of SEVEN
HUNDRED TWENTY FIVE THOUSAND DOLLARS (US $725,000) together with interest on the
unpaid balance at the rate of six percent (6%) per annum.

                    Payments of principal  and interest  hereunder  shall be due
and payable as follows:

                    (a) Commencing  February 1, 1998 and continuing on the first
day of each  month up to and  including  January 1, 1999,  monthly  payments  of
interest only of THREE THOUSAND SIX HUNDRED TWENTY FIVE DOLLARS ($3,625.00).

                    (b)  Commencing  on February 1, 1999 and  continuing  on the
first day of each month up to and including January 1, 2004, monthly payments of
principal and/or interest of FOURTEEN  THOUSAND SIXTEEN DOLLARS AND TWENTY EIGHT
CENTS ($14,016.28) so as to retire the outstanding principal balance of the Note
based on a five  (5)  year  amortization  schedule  a copy of  which is  annexed
hereto.

                    All payments shall be made in lawful United States  currency
to payee on or before the date due at Consolidated  Delivery & Logistics,  Inc.,
380 Allwood Road, Clifton, New Jersey 07012, Attention:  Controller,  or to such
other  address or person as Payee may  designate in writing to Maker.  If all or
any  portion of any payment is not made on or before the tenth  (10th)  calendar
day  following  the date such  payment is due,  such unpaid  amount shall accrue
interest  from and after the date such  payment is due until and  including  the
date such payment is made at the lesser of (a) the rate of interest  established
herein plus five  percent  (5%),  or (b) the  maximum  rate that can be lawfully
charged under applicable statutes and regulations. Maker agrees and acknowledges
that such late charge is a reasonable  estimate of the damages and loss to Payee
as a result of such late  payment  and  agrees  to pay such sum on  demand.  All
payments  shall first be applied to the  payment of all charges  under this Note
other than  principal  and  interest  owed to Payee,  then to accrued and unpaid
interest, and the balance, if any, towards reduction of the principal.

                    This Note is and shall remain  secured by (i)  Security
Agreement (the  "Security  Agreement") by and between Maker and Payee of each of
even date herewith, the terms and conditions of which are incorporated herein by
reference in their entirety.

                    For  purposes  of this  Note,  an "Event of  Default"  shall
include any of the following:

                    (a) the failure by Maker to make any  payment due  hereunder
in full on or before the twentieth  (20th)  calendar day following the date that
such installment is due and payable;

                    (b) the failure by Maker to perform any of its obligations 
under this Note:

                    (c) any material breach or any event of default under the 
Security Agreement; and

                    (d) the appointment of a custodian,  receiver, or liquidator
for Maker or any of its/his  property,  the  adjudication of Maker as insolvent,
the  making  by Maker or of an  assignment  for the  benefit  of  creditors,  an
admission by Maker in writing of its/his inability to pay its/his as they become
due,  or the  commencement  of any  proceeding  under any  bankruptcy  law by or
against Maker:

                    Upon the  occurrence  of any Event of  Default,  the  entire
principal sum outstanding,  together with all accrued and unpaid interest, shall
immediately  become due and payable without  notice,  at the option of Payee and
Payee shall be entitled to immediately  offset such entire principal sum and all
accrued  interest  from any  amounts  then due and  owing  from  Payee to Maker,
provided,  however,  that if such  Event of  Default  consists  of other  than a
failure by Maker to make a timely payment of principal and interest,  Payee will
give Maker ten (10) days following receipt of prior written notice of such Event
of Default before  exercising  any of Payee's rights and remedies,  and provided
further  that if said Event of Default  cannot be cured  within ten (10) days of
the date of receipt of the  notice  described  herein,  such  failure  shall not
constitute a continuing Event of Default so long as Maker begins curative action
within said ten (10) day period and diligently pursues such action to completion
within thirty (30) days of the date of the receipt of the notice. If an Event of
Default consists of a failure by Maker to make a timely payment of principal and
interest, Payee will give Maker five (5) days following receipt of prior written
notice before exercising its rights and remedies. Payee may exercise this option
to  accelerate  during  any Event of Default  by Maker  regardless  of any prior
forbearance,  and  acceptance by Payee of payments in arrears shall not waive or
affect any prior or subsequent  acceleration of Payee. The remedies of Payee, as
provided  herein,  shall be cumulative and concurrent and may be pursued singly,
successively or together, at the sole discretion of Payee and, except as limited
herein,  may be exercised  as often as occasion  therefor  shall occur,  and the
failure to exercise any such right of remedy shall in no event be construed as a
waiver or release thereof.

                    Maker  agrees  to pay to  Payee  all  reasonable  costs  and
expenses of collection and/or suit,  including but not limited to all reasonable
attorneys' fees regardless of whether litigation is commenced.

                    Maker may prepay the principal amount outstanding,  together
with  all  accrued  and  unpaid  interest,  in whole  or in  part.  Any  partial
prepayments shall first be applied to the payment of all charges under this Note
other than  principal and interest owed to Payee,  then to all accrued  interest
due  on  the  date  of  such  prepayment,  and  then  to  the  principal  amount
outstanding.  Any partial  prepayments  shall not  postpone  the due date of any
subsequent monthly principal and interest payments or change the amount thereof,
unless Payee agrees in writing.

                    Payee may,  without notice,  grant extensions in the time of
payment of and reductions in the rate of interest on any monies owing under this
Note,  before,  at or after maturity,  and any of the foregoing shall be binding
upon Maker.

                    Maker hereby waives demand, presentment, notice of dishonor,
diligence, protest, notice of protest, and all other demands and notices. In any
litigation  to which  Payee and Maker  shall be adverse  parties,  Maker  hereby
waives (to the extent  permitted by law) the right to claim any defense based on
any  statutes  of  limitations  or  on  any  claim  of  laches  and  waives  any
counterclaim,  cross-claim, or set-off of any nature or description.  Maker also
(a) acknowledges and agrees that Payee can bring any suit, action, or proceeding
under this Note or any of the documents or instruments  mentioned  herein in the
courts of the State of New Jersey or the United  States  District  Court for the
District of New Jersey, (b) consents to the jurisdiction of such courts, and (c)
consents to and waives any objection  which Maker now has or may hereafter  have
to proper venue existing in any of such courts.

                    Any notice to Maker provided for in this Note shall be given
by  mailing  such  notice  by  registered  or  certified  mail,  return  receipt
requested, postage prepaid, addressed to Maker at 380 Allwood Road, Clifton, New
Jersey,  or to such other  address as Maker may designate in writing to Payee as
provided  herein.  Any notice to Payee shall be given by mailing  such notice by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to Payee, at 380 Allwood Road, Clifton,  New Jersey 07012,  Attention:
General  Counsel,  or at such other  address as Payee may designate by notice to
Maker.  Notice shall be deemed given to maker or Payee three (3) days  following
deposit in the United States mail in such manner.

                    This note is to be construed in accordance with the laws of 
the State of New Jersey . In case any one or more of the provisions of this Note
shall, for any reason, be held to be invalid,  illegal,  or unenforceable in any
respect, such invalidity,  illegality,  or unenforceability shall not affect any
other  provisions  of this  Note,  and this Note shall be  construed  as if such
invalid, illegal, or unenforceable provision had never been contained herein. If
any one or more of the provisions contained in this Note shall for any reason be
held to be unenforceable  as to amount,  time,  duration,  scope,  activity,  or
subject,  such provision shall be construed by limiting and reducing it so as to
make such provision enforceable to the extent compatible with applicable law.

                    This Note cannot be changed,  amended,  or modified  orally.
This writing is intended by the parties as a final  expression  of this Note and
also is  intended as a complete  and  exclusive  statement  of the terms of this
Note. No course of prior dealing between the parties,  no usage of trade, and no
parol or extrinsic  evidence of any nature shall be used to supplement or modify
any term hereof,  nor any there any conditions to the full effectiveness of this
Note.

                    Time is of the essence with respect to all of Maker's  
obligations and agreements under this Note.

                    This Note shall not be assignable  by Maker without  Payee's
prior written consent, which may be withheld in the sole judgment of the Payee.

                By:_____________________________________________
                   Name:
                   Title:

                                 ACKNOWLEDGMENT

STATE of                              )
                                         ) ss:
COUNTY of                             )

                    On December     , 1997 before me,                          ,
                           of                                 , to me known, and
known to me to hold said  position with said  corporation,  and who executed the
foregoing  Promissory Note on behalf of said corporation,  and duly acknowledged
to me that he executed  the same and was  authorized  to do so on behalf of said
corporation.

                                             -----------------------------------
                                             NOTARY PUBLIC