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

                   July 2, 1998
    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                                     (Zip Code)
       executive offices)                                      


(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 July 2,  1998,  Consolidated  Delivery  &  Logistics,  Inc.  ("CDL")
         entered into an agreement  (the "Asset  Purchase  Agreement")  with its
         subsidiary,  Click Messenger Service,  Inc. ("Click") and Metro Courier
         Network,  Inc. ("Metro") and Dennis P. Roccaforte,  Metro's controlling
         shareholder,  providing  for the  purchase  of all assets  and  certain
         liabilities  of Metro by Click.  Under the terms of the Asset  Purchase
         Agreement,  the assets included Metro's accounts  receivable,  customer
         list,  machinery  and  equipment,  inventories,  license to use Metro's
         intellectual property assets, prepaid expenses and general intangibles,
         and  the  liabilities   included  trade  payables,   accrued  expenses,
         assumption of equipment and real property  leases and the obligation to
         perform   continuing   services   required  under  acquired   executory
         contracts.

         The purchase  price for the assets was $4.25  million  plus  contingent
         payments,  with $2.5  million in cash and a $1.75  million  convertible
         note (the  "Note").  The Note will bear  interest at the rate of 7% per
         annum, with interest payable quarterly,  and is due July 2001. The Note
         is subordinate to all indebtedness due or to become due to CDL's senior
         lender, First Union Commercial Corporation or its affiliates.  The Note
         is  convertible in its entirety at the option of the holder at any time
         through  July 1, 2001 into fully paid shares of CDL's common stock at a
         conversion  price  of $7 per  share.  The  Note is  convertible  in its
         entirety at the option of CDL when the average  closing  sales price of
         CDL's common stock equals or exceeds $7 per share over a 90 day period.
         In addition,  a contingent  earn out in the  aggregate  amount of up to
         $1,500,000  is payable  to Metro  based on the  achievement  of certain
         financial goals by the newly formed division during the two year period
         following  the  closing.  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. CDL
         financed  the  acquisition  with  proceeds  from its  revolving  credit
         facility with First Union Commercial Corporation.

         The  description  above of the Asset  Purchase  Agreement and 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

                a.   Financial Statement of Business Acquired.

                It is impracticable to provide the required financial statements
                for  Metro  at this  time.  The  statements  will be filed as an
                amendment  to  this  report  on Form  8-K as  soon  as they  are
                prepared  and not  later  than 60 days  after the  deadline  for
                filing this Form 8-K.

                b.   Pro Forma Financial Information

                It is  impracticable to provide the required pro forma financial
                statements for Metro at this time. The statements  will be filed
                as an  amendment  to this report on Form 8-K as soon as they are
                prepared  and not  later  than 60 days  after the  deadline  for
                filing this Form 8-K.

                c.   Exhibits

10.1            Asset Purchase Agreement dated July 2, 1998 by and between
                Consolidated Delivery & Logistics, Inc., Click Messenger
                Service, Inc., Metro Courier Network, Inc. and Dennis
                Roccaforte.



10.2            7% Subordinated Convertible Note Due 2001 of Consolidated
                Delivery & Logistics, Inc.

<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:   July 16, 1998               CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                          (Registrant)




                                     By:  /s/ Albert W. Van Ness, Jr.
                                          Albert W. Van Ness, Jr.
                                          Chairman of the Board, Chief Executive
                                          Officer and Chief Financial Officer
<PAGE>


Exhibit 10.1












                            ASSET PURCHASE AGREEMENT

                                      DATED

                               AS OF JULY 2, 1998

                                 BY AND BETWEEN

                    CONSOLIDATED DELIVERY & LOGISTICS, INC.,

                         CLICK MESSENGER SERVICE, INC.,

                           METRO COURIER NETWORK, INC.

                                       AND

                                DENNIS ROCCAFORTE



<PAGE>



                                                       

C6074/1
07/16/988KMET
                                TABLE OF CONTENTS


ARTICLE I - Certain Definitions.............................................1

Section 1.1.      Certain Definitions.......................................1
Section 1.2.      Interpretation............................................6

ARTICLE II - Purchase and Sale of Assets; Assumption of Liabilities;
Additional Covenants........................................................7

Section 2.1.      Purchase and Sale of Assets...............................7
Section 2.2.      Purchase Price............................................7
Section 2.3.      Settlement of the Purchase Price..........................7
Section 2.4.      Allocation of the Purchase Price..........................8
Section 2.5.      Closing...................................................8

ARTICLE III - Representations and Warranties of the Seller..................9

Section 3.1.      Organization and Qualification of the Seller..............9
Section 3.2.      Authorization.............................................9
Section 3.3.      Non-contravention.........................................9
Section 3.4.      No Consents..............................................10
Section 3.5.      The Purchased Assets.....................................10
Section 3.6.      Personal Property........................................10
Section 3.7.      Real Property............................................10
Section 3.8.      Predecessor Status.......................................10
Section 3.9.      Employment Matters; No Collective Bargaining Agreement...11
Section 3.10.     Financial Statements.....................................11
Section 3.11.     Absence of Certain Developments..........................11
Section 3.12.     Governmental Authorizations; Licenses....................12
Section 3.13.     Litigation...............................................12
Section 3.14.     Undisclosed Liabilities..................................13
Section 3.15.     Taxes................................................ ...13
Section 3.16.     Insurance............................................. ..13
Section 3.17.     Environmental Matters....................................13
Section 3.18.     Proprietary Rights.......................................14
Section 3. 19.    Material Customers' Contracts and Commitments............14
Section 3.20.     Accounts Receivable.................................... .15
Section 3.21.     Books and Records........................................15
Section 3.22.     Brokers..................................................15
Section 3.23.     Full Disclosure..........................................15

ARTICLE IV - Representations and Warranties of the Purchaser...............15

Section 4.1.      Organization.............................................15
Section 4.2.      Authorization............................................16
Section 4.3.      Non-contravention........................................16
Section 4.4.      No Consents..............................................16
Section 4.5.      Registration Statement...................................16
Section 4.6.      Brokers..................................................16

ARTICLE V - Covenants and Agreements.......................................16

Section 5.1.      Closing Documents........................................16
Section 5.2.      Transfer and Property Taxes..............................17
Section 5.3.      Non-Competition and Confidentiality Agreement............17
Section 5.4.      Best Efforts; Further Assurances.............. ..........18
Section 5.5.      Employment Matters.......................................19
Section 5.6.      Compliance with Securities Act...........................19

ARTICLE VI - Conditions to Closing.........................................20

Section 6.1.      Mutual Conditions .......................................20
Section 6.2.      Conditions to the Purchaser's Obligations. ..............21
Section 6.3.      Conditions to the Seller's Obligations...................22

ARTICLE VII - Survival of Representations and Warranties; Indemnification..24

Section 7.1.      Survival of Representations and Warranties...............24
Section 7.2.      Indemnification..........................................24
Section 7.3.      Procedures for Claims................................... 24
Section 7.4.      Procedures for Inter-Party Claims........................25

ARTICLE VIII - Miscellaneous...............................................25

Section 8.1.      Notices. ................................................25
Section 8.2.      Expenses. ...............................................26
Section 8.3.      Governing Law; Consent to Jurisdiction. .................26
Section 8.4.      Assignment; Successors and Assigns; No Third Party Rights27
Section 8.5.      Counterparts. ...........................................27
Section 8.6.      Titles and Headings. ....................................27
Section 8.7.      Entire Agreement. .......................................27
Section 8.8.      Amendment and Modification. .............................27
Section 8.9.      Public Announcement. ....................................27
Section 8.10.     Waiver. .................................................27
Section 8.11.     Severability.............................................27
Section 8.12.     No Strict Construction. .................................28
Section 8.13.     Risk of Loss.............................................28


                                    Schedules

Schedule 1.1AL        Assumed Liabilities
Schedule 1.1PA        Purchased Assets
Schedule 3.1          Foreign Qualification
Schedule 3.3          Contravention of Agreements
Schedule 3.4          Consents
Schedule 3.6          Encumbrances
Schedule 3.8          Predecessor Names
Schedule 3.9          Employee List
Schedule 3.10         GAAP Disclosures
Schedule 3.11         Certain Developments
Schedule 3.12         Authorizations
Schedule 3.13         Litigation
Schedule 3.15         Tax Contests
Schedule 3.16         Insurance Policies
Schedule 3.17         Environmental Matters
Schedule 3.18         Proprietary Rights
Schedule 3.19         Material Customers, Contracts and Commitments
Schedule 3.20         Accounts Receivable

                                    Exhibits

Exhibit A         Allocation of Purchase Price (To be delivered post-closing)
Exhibit B         Form of Convertible Note
Exhibit C         Form of Contingent Convertible Notes

<PAGE>

                            ASSET PURCHASE AGREEMENT

                  ASSET  PURCHASE  AGREEMENT,  dated as of July 2, 1998,  by and
between CONSOLIDATED DELIVERY & LOGISTICS, INC., a Delaware corporation ("CDL"),
CLICK MESSENGER SERVICE, INC., a New Jersey corporation (the "Purchaser"), METRO
COURIER NETWORK, INC. a [Massachusetts]  corporation (the "Seller"),  and DENNIS
P. ROCCAFORTE (the "Shareholder").


                              W I T N E S S E T H:

                  WHEREAS,  prior to the date hereof,  the Seller has engaged in
the  small  package  express  delivery  business  and  related  operations  (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, all
of the assets and certain scheduled liabilities relating to the Business, all as
more specifically provided herein; and

                  WHEREAS, the Purchaser is a wholly owned subsidiary of CDL;

                  WHEREAS,  the  Shareholder  is the  controlling  50% 
shareholder of the Seller (with his parents owning the remaining 50%);

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained  herein,   and  intending  to  be  legally  bound,  the  Seller,   the
Shareholder, the Purchaser and CDL 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.

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person who directly or indirectly, through one or more intermediaries, controls,
is  controlled  by, or is under  common  control  with,  such  Person.  The term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting  securities,  by contract or otherwise,  and the
terms "controlled" and "controlling" have meanings correlative thereto.

                  "Agreement" means this Asset Purchase Agreement.

                  "Assumed  Liabilities"  means only the following  liabilities:
(a) trade  payables and accrued  expenses of Seller  originating in the ordinary
course of business and listed on Schedule  1.1AL;  (b) the  obligations  arising
after the  Closing  Date  under the real  estate  leases  and  leases of certain
equipment  listed on Schedule  1.1AL,  and (c) the  obligations of the Seller to
perform,  after the Closing Date,  continuing  services required under executory
contracts  with the customers of Seller  detailed on Schedule 3.19 and which are
expressly  assumed by the Purchaser at the Closing.  No other liabilities are to
be assumed by the Purchaser.

                  "Authorizations" has the meaning ascribed to such term in
Section 3.12.

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

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

                  "Closing" has the meaning ascribed to such term in
Section 2.5.

                  "Closing Date" has the meaning ascribed to such term in
Section 2.5.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Contingent   Convertible  Notes"  means  First  Contingent
Convertible  Note  and  the  Second Contingent Convertible Note.

                  "Conversion  Value"  with  respect to the Common  Stock of CDL
means  $7.00 per share,  as  adjusted  from time to time  after the date  hereof
pursuant to Section 3.06 of the Convertible Note.

                  "Convertible  Note"  means the  promissory  note of CDL in the
principal amount of $1,750,000, bearing interest at the rate of 7% per annum and
convertible into shares of the Common Stock of CDL at the Conversion  Value, all
on the  terms  set  forth in the form of  convertible  note  attached  hereto as
Exhibit B.

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

                  "Division"  shall  mean the  former  business  of the  Seller,
involving  utilization of the Purchased Assets to provide  delivery  services to
the  customers on the Customer  List, as operated by the Purchaser as a separate
profit center.

                  "EBIT" means net earnings before interest and taxes,  computed
in accordance with GAAP.

                  "Encumbrances" has the meaning ascribed to such term in
Section 3.3.

                  "Environmental  Laws" means any federal,  state and local law,
statute, ordinance, rule, regulation, license, permit, authorization,  approval,
consent,  court  order,  judgment,  decree,  injunction,  code,  requirement  or
agreement  with any  Governmental  Authority,  (x) relating to pollution (or the
investigation  or  cleanup  thereof or the filing of  information  with  respect
thereto),  human health or the protection of air,  surface water,  ground water,
drinking water supply,  land (including  land surface or subsurface),  plant and
animal life or any other natural resource, or (y) concerning exposure to, or the
use, storage,  recycling,  treatment,  generation,  transportation,  processing,
handling, labeling, production or disposal of Regulated Substances, in each case
as amended and as now or hereafter in effect.

                  "Excluded  Liabilities"  means  any  and  all  liabilities  or
obligations  of the Seller or of the  Affiliates  of the Seller,  of any kind or
nature,  whether or not relating to the Business or the  Purchased  Assets,  and
whether known or unknown, absolute, accrued, contingent or otherwise, or whether
due or to become due,  arising out of events or  transactions or facts occurring
on, prior to, or after the Closing  Date,  other than Assumed  Liabilities,  but
specifically   including  as  Excluded   Liabilities  all  amounts  due  to  the
Shareholder  or any  related  or  Affiliated  party  and  all  expenses  of this
transaction.

                  "Financial Statements" has the meaning ascribed to such term
in Section 3.10.

                  "First Benchmark" shall mean $1,085,000.

                  "First  Contingent  Convertible  Note"  means  the  contingent
promissory  note  of CDL in the  principal  amount  of up to  $375,000,  bearing
interest  at the rate of 0% per annum  until the date ninety (90) days after the
last  day of the  First  Measurement  Period  and 7% per  annum  thereafter  and
convertible  (after  the  date  ninety  (90)  days  after  the end of the  First
Measurement  Period) at fair market  value (as  defined in the First  Contingent
Convertible  Note) on the date that notice of  conversion is given to or by CDL,
all on the terms set forth in the form of note attached hereto as Exhibit C-1.

                  "First Sum" and  "Second  Sum" have the  meanings  ascribed to
such terms in Section 2.3.

                  "First Measurement  Period" shall mean a period of twelve (12)
consecutive calendar months, beginning on the Selected Date.

                  "First  Period  Synergy  Savings"  means  the  cost  reduction
savings during the First Measurement  Period achieved by the Northeast  Division
of CDL (but excluding the Division) from payroll  reductions,  occupancy expense
reductions,  vehicle  expense  reductions  and the like which are created solely
through the efforts of the Shareholder.  It is the intent of this definition and
the  definition of Second Period  Synergy  Savings that savings which impact the
financial results of the Division shall NOT be included as Synergy Savings.

                  "GAAP" means generally  accepted  accounting  principles as in
effect in the United States on the date of this Agreement.

                  "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.

                  "Material  Adverse Change" means a material  adverse change in
the Business of the Seller, or in the financial condition, results of operations
or prospects  (financial  and other) of the Seller's  Business or the  Purchased
Assets.

                  "NMS" means the Nasdaq National Market System.

                  "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.

                  "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 all assets  used in the  conduct of the  Business,  wherever  located,
whether tangible or intangible (including,  without limitation,  goodwill).  The
Purchased Assets include, without limitation, the following:

                  (a)      all cash,  accounts  receivable and notes  receivable
and all reserves  related thereto, deposits, advances and manufacturer and
supplier rebates (the "Accounts Receivable");

                  (b) a list of all customers with whom the Seller (i) currently
does  business,  (ii) will do  business  between the date hereof and the date of
Closing,  or (iii) has done business with since January 1, 1996,  which customer
list shall  include  names,  addresses,  contact  persons,  and  telephone  (the
"Customer List");

                  (c) all rights of the Seller to  transact  business  with such
current,  former or future  customers on the Customer List, all rights under any
executory  contract,  agreement or purchase  order form, or contract  with,  any
customer on the Customer List or supplier,  related to the Business to which the
Seller or any of its  Affiliates  is a party that is designated on Schedule 3.19
including  an  assignment  of any  contracts  listed on Schedule  3.19 between a
customer on the Customer List or supplier, and the Seller;

                  (d) the machinery and  equipment  (including  spare parts) and
business machines,  automobiles,  trucks, trailers,  fork-lift trucks, and other
vehicles, furniture,  fixtures, supplies, capital improvements in process, tools
and all other tangible personal property employed in the conduct of the Business
or owned by the Seller, including those assets listed on Schedule 1.1PA;

                  (e)      all  inventories,   including,  supplies  and
packaging  and  shipping  materials  (the "Inventory");

                  (f)      all authorizations,  consents,  approvals,  licenses,
orders,  permits,  exemptions of, filings or registrations with, any
Governmental Authority;

                  (g) all patents,  patent  registrations,  patent applications,
trademarks,   service  marks,  trademark  and  service  mark  registrations  and
applications   therefor,   copyrights,   copyright   registrations,    copyright
applications,  technology, inventions, computer software, data and documentation
(including  electronic  media),  product  drawings,  trade  secrets,   know-how,
customer  lists,   processes,   other  intellectual   property  and  proprietary
information  or rights  related to or used in the conduct of the  Business;  and
permits,  licenses or other  agreements to or from third  parties  regarding the
foregoing (the "Proprietary Rights");

                  (h)      use of the corporate name and logo for Metro Courier
Network;

                  (i)      all telephone numbers in the name of the Seller or
used in the Business;

                  (j)      all prepaid rentals,  deposit (including security
deposits),  advances and other prepaid expenses; and

                  (k) all other  assets  used in the  conduct  of the  Business,
whether  or not  reflected  on the books and  records of the  Seller,  including
without  limitation,   the  Business  as  a  going  concern,  its  goodwill  and
franchises,  its rights to insurance  proceeds  with respect to its assets,  its
restrictive  covenants and obligations of present and former employees,  agents,
representatives,  independent  contractors and others, all books, records, files
and papers relating to, or necessary to the conduct of, the Business,  including
without limitation,  operating and training manuals, computer programs,  manuals
and  data,  catalogs,   quotations,   bids,  sales  and  promotional  materials,
correspondence,  trade  association  memberships  (to the extent  transferable),
research and development  records,  prototypes and models,  lists of present and
former suppliers,  customer credit information,  customers' pricing information,
business plans, studies and analyses,  whether prepared by the Seller or a third
party, relating to the Business, books of account,  accounting records and other
records relating to the Business.

                  "Regulated   Substances"   means   pollutants,   contaminants,
hazardous  or toxic  substances,  compounds or related  materials or  chemicals,
hazardous materials,  hazardous waste, flammable explosives (including,  but not
limited  to radon,  radioactive  materials,  asbestos,  urea  formaldehyde  foam
insulation  and  polychlorinated  biphenyls),   medical  waste  or  by-products,
petroleum and petroleum products (including, but not limited to, waste petroleum
and petroleum products) as regulated under applicable Environmental Laws.

                  "SEC" has the meaning ascribed to such term in  Section 5.12.

                  "SEC Documents" has the meaning ascribed to such term in
Section 5.6.

                  "Second Benchmark" shall mean $1,248,000.

                  "Second  Contingent  Convertible  Note"  means the  contingent
promissory  note  of CDL in the  principal  amount  of up to  $375,000,  bearing
interest  at the rate of 0% per annum  until the date ninety (90) days after the
last day of the  Second  Measurement  Period  and 7% per  annum  thereafter  and
convertible  (after  the date  ninety  (90)  days  after  the end of the  Second
Measurement  Period) at fair market  value (as defined in the Second  Contingent
Convertible  Note) on the date that notice of  conversion is given to or by CDL,
all on the terms set forth in the form of note attached hereto as Exhibit C-2.

                  "Second Measurement Period" shall mean a period of twelve (12)
consecutive  calendar months,  beginning on the date one year after the Selected
Date.

                  "Second  Period  Synergy  Savings"  means  the cost  reduction
savings during the Second  Measurement Period achieved by the Northeast Division
of CDL (but excluding the Division) from payroll  reductions,  occupancy expense
reductions,  vehicle  expense  reductions  and the like which are created solely
through the efforts of the Shareholder.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Selected  Date" means the first day of any calendar  month in
the period from July 1, 1998  through  June 1, 1999 which is  designated  by the
Shareholder  as the  "Selected  Date" in writing to the Purchaser on or prior to
June 1,  1999.  If no such  Selected  Date is  chosen  by the  Shareholder,  the
Selected Date shall be deemed to be June 1, 1999.

                  "Seller's  Accountant" means Leonard,  Mulherin & Greene,  the
firm of independent  certified  public  accountants  which has audited  Seller's
books and records.

                  "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.

                  "Working   Capital"   means   current   assets  less   current
liabilities, as defined in GAAP.

                  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;
                              Additional Covenants

                  Section 2.1.  Purchase and Sale of Assets.  Upon the terms and
subject  to  the   conditions  of  this  Agreement  and  on  the  basis  of  the
representations,  warranties and agreements contained herein, at the Closing (as
defined in Section 2.5),  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.  EXCEPT AS  OTHERWISE  EXPRESSLY
PROVIDED IN THIS AGREEMENT,  THE PURCHASER IS NOT ASSUMING,  NOR SHALL IT IN ANY
MANNER BECOME LIABLE FOR, ANY  LIABILITIES  OR OBLIGATIONS OF ANY KIND OR NATURE
WHATSOEVER OF THE SELLER OR ITS AFFILIATES.

                  Section 2.2.  Purchase Price.

                           (a)   The aggregate  purchase price (the  "Purchase
Price") to be paid by the Purchaser for the  Purchased  Assets  shall be
$4,250,000  plus the  contingent  payments pursuant to Section 2.3(b) and (c).

                           (b)   Seller  represents  and  warrants  that (i) all
assets  on its  balance  sheet at December  31, 1997  remain as assets at the
Closing  Date except for de minimis sales in the ordinary course and (ii) its
Working Capital at the Closing Date is not less than its Working Capital at
December 31, 1997.

                  Section  2.3.  Settlement  of the Purchase  Price.  (a) On the
Closing Date, the Purchaser  shall pay the Seller the Purchase Price by delivery
of  (a) a  check  or  wire  transfer  in the  sum of  $2,500,000,  and  (b)  the
Convertible  Note in the principal  amount of $1,750,000  and (c) the Contingent
Convertible  Notes  in  the  aggregate  contingent  principal  amount  of  up to
$750,000.

                           (b)   First  Period  Earn Out.  (i) On or before  the
date forty-five  (45) days after the end of the First  Measurement  Period,  CDL
shall determine:  (A) the EBIT of the Division for the First Measurement Period,
to be computed in accordance  with GAAP,  except that EBIT shall be reduced by a
corporate  charge equal to two (2%) of the gross revenues of the Division during
the First  Measurement  Period and (B) the First Period Synergy Savings.  If (x)
the sum of the amounts  described  in clause (A) and (B) (the "First  Sum") does
not exceed the First Benchmark, or (y) the First Sum exceeds the First Benchmark
but the closing  sales price of CDL's Common Stock as reported on the NMS on the
date thirty (30) days after the end of the First Measurement Period) (the "First
Period Price"), is less than the Conversion Value and the Purchaser has made the
payment  required  by  (b)(ii)  below,  then the  principal  amount of the First
Contingent  Convertible  Note shall be  automatically  reduced by Three  Hundred
Seventy-Five  Thousand ($375,000) Dollars,  from $375,000 to zero, and the First
Contingent Convertible Note shall be discharged in full and canceled.

                           (ii)  If  the  First  Sum  equals  or  exceeds  the
First Benchmark after the First Measurement Period, then the Purchaser shall pay
the Seller  either (x)  $750,000 in cash (if the First Period Price is less than
the Conversion  Value) or (y) $375,000 in cash (if the First Period Price equals
or exceeds the  Conversion  Value) plus the  conversion  rights  under the First
Contingent Convertible Note.

                           (c)   Second  Period  Earn Out.  (i) On or before
the date  forty-five (45) days after the end of the Second  Measurement  Period,
CDL shall  determine:  (A) the EBIT of the Division  for the Second  Measurement
Period,  to be  computed  in  accordance  with GAAP,  except  that EBIT shall be
reduced by a  corporate  charge  equal to two (2%) of the gross  revenues of the
Division during the Second  Measurement Period and (B) the Second Period Synergy
Savings.  If (x) the sum of the amounts in clause (A) and (B) above (the "Second
Sum") does not exceed the Second  Benchmark,  or (ii) if the Second Sum  exceeds
the Second  Benchmark  but the  closing  sales  price of CDL's  Common  Stock as
reported  on the NMS on the date  thirty  (30) days  after the end of the Second
Measurement  Period (the "Second  Period  Price"),  is less than the  Conversion
Value and the Purchaser has made the payment required by (c)(ii) below, then the
principal   amount  of  the  Second   Contingent   Convertible   Note  shall  be
automatically reduced by Three Hundred Seventy-Five Thousand ($375,000) Dollars,
from  $375,000  to zero,  and the Second  Contingent  Convertible  Note shall be
discharged in full and canceled.

                           (ii) If the  Second  Sum  equals or  exceeds  the
Second Benchmark after the Second Measurement  Period,  then the Purchaser shall
pay the Seller  either (x) $750,000 in cash (if the Second  Period Price is less
than the  Conversion  Value) or (y) $375,000 in cash (if the Second Period Price
equals or exceeds the Conversion Value).

                           (d)      General  Earn Out  Provisions.  CDL shall
cause the books and  records  of the  Division  to be  maintained  as a separate
profit center  during the First  Measurement  Period and the Second  Measurement
Period,  so that the  amounts  due  pursuant  to the  Contingent  Payment can be
determined. All determinations by CDL's independent public accountants hereunder
shall be final and binding absent manifest error.

                  Section 2.4.  Allocation of the Purchase  Price.  The Purchase
Price shall be allocated as set forth in Exhibit A hereto.  The Purchaser,  CDL,
the  Shareholder  and the  Seller  shall use such  allocation  in  filing  their
respective Internal Revenue Service Form 8594s and any other tax filings.

                  Section  2.5.   Closing.   The  closing  of  the  transactions
contemplated  hereby (the  "Closing")  shall take place at the offices of CDL at
380  Allwood  Road,  Clifton  New  Jersey  07012 on July 2, 1998 at 11:00  a.m.,
effective as of the commencement of business on that date, or at such other time
and date  thereafter as the Purchaser,  CDL, the Seller and the  Shareholder may
mutually agree, which date shall be referred to as the "Closing Date".


                                   ARTICLE III

       Representations and Warranties of the Seller and the Shareholder

                  The Seller and the Shareholder jointly and severally represent
and warrant to the Purchaser and CDL as follows:

                  Section 3.1. 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  Massachusetts,  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,  and is duly  qualified  to do business as a
foreign  corporation  and is in good standing in each  jurisdiction in which the
Seller is  currently  conducting  the  Business  or where the  failure  to be so
qualified and in good standing  would not  reasonably be expected to result in a
Material  Adverse  Change.  Each  jurisdiction  in which the Seller conducts the
Business is listed on Schedule 3.1. The  Shareholder is the sole the Shareholder
of the Seller. The Seller has no subsidiary corporations.

                  Section  3.2.  Authorization.  The  Seller  has full power and
authority,  corporate  and other,  to execute and deliver  this  Agreement,  the
instruments  of transfer  and other  documents  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, to the extent appropriate,  the Shareholder and
constitutes  or, at the time of delivery  will  constitute,  a valid and binding
agreement  of the  Seller or the  Shareholder,  as the case may be,  enforceable
against the Seller  and/or the  Shareholder,  as the case may be, in  accordance
with its terms.

                  Section 3.3. Non-contravention.  Except as otherwise set forth
in Schedule 3.3,  neither the  execution  and delivery of this  Agreement or the
instruments of transfer nor the performance by the Seller and the Shareholder of
their  respective  obligations  hereunder and thereunder will (i) contravene any
provision  contained in the Seller's  Certificate of  Incorporation  or By-laws,
copies of which  previously  have been  delivered to the Purchaser and CDL, (ii)
result in a material  breach  (with or without the lapse of time,  the giving of
notice or both) of or  constitute  a material  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 or the Shareholder is a party or by which either is bound or
to which any of either 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,  or (iv) result in
the  acceleration  of, or permit any  Person to  accelerate  or declare  due and
payable prior to its stated maturity, any liability.

                  Section 3.4. No Consents. Except as set forth in Schedule 3.4,
no notice to, filing with, or authorization,  registration,  consent or approval
of any  Governmental  Authority  or to the best  knowledge  of the Seller or the
Shareholder,   other  Person  is  necessary  for  the  execution,   delivery  or
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated  hereby by the Seller or the  Shareholder and the assignment of the
benefits of any material agreements of Seller to the Purchaser.

                  Section 3.5. The Purchased  Assets.  No third party (including
any Affiliate) owns or has any interest by lease, license or otherwise in any of
the Purchased Assets, except for the lessor under the equipment leases listed on
Schedule 1.1AL.  After the Closing,  the Purchaser will have good and marketable
title to the Purchased Assets, free and clear of all Encumbrances.

                  Section 3.6. Personal Property.  Except as otherwise set forth
in Schedule 3.6, 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.  To the best knowledge of Seller and
the  Shareholder,  all  machinery,  equipment,  furniture,  fixtures  and  other
personal  property used in the Business and included in the Purchased  Assets is
in good  operating  condition  and fit for  operation in the ordinary  course of
business  (subject to normal wear and tear) with no defects that could interfere
with the conduct of normal operations of such equipment, furniture, fixtures and
other  personal  property  and are  suitable for the purposes for which they are
currently being used.

                  Section 3.7. Real  Property.  The Seller does not own any real
property or real estate.  Seller has delivered  true and complete  copies of its
real property leases for its Business  premises  located at 175 Bay State Drive,
Braintree,  Massachusetts and 576 Mammoth Road, Londonderry,  New Hampshire (the
"Leased Real  Property")  which is its only real estate lease.  The Seller is in
compliance  with all terms and  conditions  of such  leases and is subject to no
past due  obligations  or  contingent  liabilities  in  respect  of such  leased
premises.  To the best  knowledge  of Seller and the  Shareholder,  the landlord
under such leases also are in compliance  with the terms and  conditions of such
leases. Seller has received any and all consents necessary to assign such leases
to the Purchaser and has given all required notifications.  The Seller has valid
leasehold title to the Leased Real Property, free and clear of all Encumbrances.
To the best knowledge of Seller and the Shareholder,  all plants, structures and
buildings leased by of the Companies are in good operating condition and fit for
operation in the ordinary  course of business  (subject to normal wear and tear)
with no  structural or other  defects that could  interfere  with the conduct of
normal operations of such facilities and are suitable for the purposes for which
they are  currently  being  used.  To the best  knowledge  of the Seller and the
Shareholder,   the  Seller  is  not  in  violation  of  any  building,   zoning,
anti-pollution,   health,   occupational  safety  or  other  law,  ordinance  or
regulation regarding its plants, structures and equipment or their operations.

                  Section 3.8.  Predecessor Status. Set forth in Schedule 3.8 is
a listing of all names of all predecessor companies of the Seller, including the
names of any entities from whom within the last five years the Seller previously
acquired  significant assets. The Seller has never been a subsidiary or division
of another  corporation or a part of any acquisition  which was later rescinded.
The  Seller  was  formed on March 5, 1992 and has never  been known by any other
name.

                  Section 3.9.  Employment  Matters;  No  Collective  Bargaining
Agreement. (a) It has no employee benefit plans of any kind or nature (including
but  not  limited  to  plans  under  ERISA)  except  for  a  401(k)  plan  and a
contributory  employee  health and life  insurance  plan.  The Purchaser and CDL
shall have no obligation under or related to either such plan to any employee of
the Seller  hired by the  Purchaser.  There are no  employment  or  compensation
agreements  with any  employees of the Seller.  All  employees of the Seller are
employees-at-will.

                  (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  Shareholder's or the Seller's  knowledge,  is
any organization campaign to establish such representation in progress. There is
no pending or, to the Shareholder's or the Seller's knowledge,  threatened labor
dispute  involving  the  Seller,  the  Seller  has  not  experienced  any  labor
interruption,  strike, slowdown, picketing, work stoppage or other labor dispute
over the past three years, nor to the  Shareholder's or the Seller's  knowledge,
has any  application or complaint  about the Seller been filed by an employee or
any union with the National Labor  Relations  Board or any  comparable  state or
local agency since inception and the Seller considers its relationship  with its
employees to be good. The Seller is not bound by nor subject to (and none of its
assets or properties are bound by or subject to) any arrangement  with any labor
union.

                  (c) Schedule 3.9c contains a true and complete list as of July
1, 1998 of the employees currently employed by the Seller,  indicating the title
or  position  of  each  and a  description  of any  agreements  concerning  such
employees and the current compensation payable by the Seller to each employee.

                  Section 3.10. Financial Statements.  The Seller has previously
delivered unaudited financial  statements and will shortly after Closing furnish
to the  Purchaser,  on an audited  basis,  (i) a true and  complete  copy of the
Seller's  balance  sheet as of December 31, 1997 and the related  statements  of
earnings  and cash flows for the fiscal year ended  December 31, 1997 with notes
thereto,  audited by Sellers'  Accountants which are set forth on Schedule 3.10,
and (ii) a true and complete copy of the Seller's  unaudited balance sheet as of
May 31, 1998 and the related unaudited statements of earnings and cash flows for
the five months then ended,  certified by the Seller's chief  financial  officer
(collectively,  the "Financial Statements").  The Financial Statements have been
prepared in conformity with GAAP,  applied on a consistent  basis throughout the
respective  periods and present  fairly in all material  respects the  financial
condition  and  results of  operations  of the Seller as of and for the  periods
included therein.

                  Section 3.11. Absence of Certain  Developments.  Except as set
forth in Schedule  3.11,  since May 31,  1998,  there has not been any  Material
Adverse Change,  or any development which could reasonably be expected to result
in a prospective Material Adverse Change.  Except as set forth in Schedule 3.11,
since May 31, 1998,  the Seller has  conducted  the Business in the ordinary and
usual  course  consistent  with past  practices  and has not (i)  sold,  leased,
transferred  or  otherwise  disposed of any of the assets of the Business to any
Person, including,  without limitation, the Shareholder (other than dispositions
in the  ordinary  course  of  business  consistent  with past  practices),  (ii)
breached, terminated or amended in any material respect any contract or lease to
which the  Seller is a party or to which it is bound or to which its  properties
are subject,  (iii) suffered any material loss, damage or destruction whether or
not  covered by  insurance,  (iv) made any change in the  accounting  methods or
practices  it follows,  whether  for  general  financial  or tax  purposes,  (v)
incurred any liabilities (other than in the ordinary course of business) none of
which individually or in the aggregate, are material, (vi) incurred,  created or
suffered to exist any Encumbrances on the Purchased Assets, (vii) made any plan,
agreement or arrangement granting any preferential rights to purchase or acquire
any of the Purchased Assets or requiring consent of any party to the transfer of
the  Purchased  Assets  or  assignment  of the  accounts  to be  assumed  by the
Purchaser (as detailed on Schedule  3.19),  (viii)  entered into any contract or
other  agreement  requiring  the Seller to make payments in excess of $5,000 per
annum,  individually  or in the aggregate,  other than in the ordinary course of
business  consistent with past practices,  or (ix) entered into any agreement to
do any of the foregoing.

                  Section  3.12.  Governmental  Authorizations;   Licenses.  The
Business has been operated to the best  knowledge of Seller and the  Shareholder
in compliance with all applicable laws, rules,  regulations,  codes, ordinances,
orders, policies and guidelines of all Governmental  Authorities,  including but
not limited to, those related to:  pricing,  sales or  distribution of products,
antitrust, trade regulation,  trade practices,  sanitation, land use and similar
laws. The Seller has all permits,  licenses,  approvals,  certificates,  titles,
fuel permits, franchises,  operating authorities (including any necessary FAA or
ICC operating authorities),  state operating licenses or registrations and other
interstate or intrastate regulatory licenses and other  authorizations,  and has
made all  notifications,  registrations,  certifications  and  filings  with all
Governmental  Authorities,  necessary  or  advisable  for the  operation  of the
Business  as  currently  conducted  by  the  Seller,  except  for  those  which,
individually or in the aggregate could not reasonably be expected to result in a
Material Adverse Change.  There is no action,  case or proceeding pending or, to
the Shareholder's or Seller's best knowledge after due investigation, threatened
by any Governmental  Authority with respect to (i) any alleged  violation by the
Seller or its Affiliates of any law, rule, regulation,  code, ordinance,  order,
policy or guideline of any Governmental  Authority,  or (ii) any alleged failure
by the  Seller  or  its  Affiliates  to  have  any  permit,  license,  approval,
certification or other  authorization  required in connection with the operation
of the  Business.  No notice of any  violation of such laws has been received by
the Seller,  any Affiliate of the Seller or the Shareholder.  Schedule 3.12 sets
forth  a true  and  complete  list  of all of the  Seller's  permits,  licenses,
approvals, certificates,  registrations and other authorizations relating to the
Business  (the  "Authorizations").  Such  Authorizations  are in full  force and
effect and neither the Seller nor the Shareholder have received  notification of
the  suspension or  cancellation  of, or the intent to cancel,  terminate or not
renew,  any thereof.  The  Shareholder and the Seller have no grounds to believe
that any of the authorizations  listed on Schedule 3.12 will not be transferable
to the Purchaser.

                  Section  3.13.  Litigation.  Except as otherwise  set forth in
Schedule 3.13, there are no lawsuits,  actions,  proceedings,  claims, orders or
investigations  by or  before  any  Governmental  Authority  pending  or, to the
Shareholder's  or the Seller's  knowledge,  threatened  against the Seller,  its
Affiliates or the Shareholder relating to the Business, the Purchased Assets, or
seeking to enjoin the transactions  contemplated  hereby and, there are no facts
or  circumstances  known to the Shareholder or the Seller that could result in a
claim for  damages  or  equitable  relief  which,  if decided  adversely,  could
reasonably be expected to result in a Material  Adverse Change,  individually or
in the aggregate.

                  Section  3.14.  Undisclosed  Liabilities.   Other  than  those
reflected  in  the  Financial   Statements  or  Schedule  1.1AL,  there  are  no
liabilities  of the Seller of any kind or nature  whatsoever,  whether  known or
unknown, absolute, accrued, contingent or otherwise, or whether due or to become
due,  other than  liabilities  incurred in the  ordinary  course of business and
consistent with past practices since the date of the Financial Statements,  and,
to the best  knowledge of Seller and the  Shareholder,  there exists no facts or
circumstances  (other than general economic conditions) that could reasonably be
expected to result in any such liability.

                  Section 3.15.  Taxes. All federal,  state,  county,  local and
foreign tax returns  and  reports of the Seller or any  Affiliate  of the Seller
required to be filed  which  relate to or affect the  Business or the  Purchased
Assets have been duly filed. To the best knowledge of Seller or the Shareholder,
there are no  examinations  in progress or claims  against  Seller for  federal,
state,  local and other taxes (including  penalties and interest) for any period
or periods and no notice of any claim for taxes,  whether  pending or threatened
has been received.  All federal,  state,  county,  local,  foreign and any other
taxes  (including all income,  withholding  and employment  taxes),  assessments
(including  interest and penalties),  fees and other  governmental  charges with
respect to the employees, properties, assets, income or franchises of the Seller
or any  Affiliate  of the Seller  relating to or  affecting  the Business or the
Purchased  Assets have been paid or duly provided for, or are being contested in
good faith by appropriate proceedings as disclosed on Schedule 3.15 and adequate
reserves  therefor have been established  pursuant to GAAP, or have arisen after
the date hereof in the ordinary course of business.
There are no tax liens on any of the Purchased Assets.

                  Section 3.16.  Insurance.  At all times prior to the execution
of this Agreement, the Seller has maintained certain insurance policies covering
the Purchased Assets and the Business.  Such insurance policies are currently in
full  force and have  remained  in full force and effect  through  the  Closing.
Schedule 3.16 lists all insurance  policies in effect with respect to the Seller
or its Business during the past three (3) years,  showing,  as to each policy or
binder, the carrier,  policy number,  coverage limits,  expiration dates, annual
premiums,  deductibles or retention levels and a general description of the type
of coverage provided.

                  Section 3.17.  Environmental  Matters.  Except as set forth on
Schedule  3.17,  (i) to the best  knowledge of Seller and the  Shareholder,  and
without inquiry, the Business is being and has been conducted in compliance with
all  Environmental   Laws,  (ii)  to  the  best  knowledge  of  Seller  and  the
Shareholder,  the Business has, and at all times has had, all permits,  licenses
and other approvals and authorizations  required under applicable  Environmental
Laws for the  operation  of the  Business,  (iii)  neither  the  Seller  nor the
Shareholder  have received any notice from any  Governmental  Authority that the
Seller  or any of its  Affiliates  may be a  potentially  responsible  party  in
connection  with  any  waste  disposal  site  or  facility  used,   directly  or
indirectly,  by or otherwise related to the Business,  (iv) no reports have been
filed,  or have been  required  to be filed,  by the Seller or the  Shareholder,
concerning  the  release of any  Regulated  Substance  or the  violation  of any
Environmental Law, on or at the properties used in the Business;  (v) there have
been no environmental investigations,  studies, audits, tests, reviews, or other
analyses  conducted  by or which  are in the  possession  of the  Seller  or any
Affiliate of the Seller  relating to the Business,  true and complete  copies of
which have not been delivered to the Purchaser and CDL prior to the date hereof,
(vi) to the best  knowledge  of the Seller  and the  Shareholder,  no  Regulated
Substance has been disposed of,  transferred,  released or transported  from the
Seller's   business   premises,   other  than  as  permitted  under   applicable
Environmental   Law   pursuant   to   appropriate   regulations,    permits   or
authorizations,  and  (vii)  there  are no  civil,  criminal  or  administrative
actions, suits, demands, claims,  hearings,  investigations or other proceedings
pending  or, to the best  knowledge  of Seller and the  Shareholder,  threatened
against the  Business or the Seller or any  Affiliate of the Seller with respect
to the Business or the Purchased  Assets relating to any violations,  or alleged
violations, of any Environmental Law.

                  Section 3.18.  Proprietary  Rights. (a) Except as disclosed in
Schedule  3.18,  the Seller owns and possesses all right,  title and interest in
the  Proprietary  Rights.  Upon  consummation of the  transactions  contemplated
hereby, the Purchaser will own all right, title and interest in, the Proprietary
Rights.  The Seller has taken all  necessary or desirable  action to protect the
Proprietary Rights and the transactions contemplated by this Agreement will have
no material  adverse  effect on the  Seller's  right,  title and interest in the
Proprietary Rights.

                  (b) No claim  by any  third  party  contesting  the  validity,
enforceability,  use or ownership of any  Proprietary  Rights has been made,  is
currently pending or, to the Seller's knowledge,  is threatened.  The Seller has
not  received  any  notice of,  nor is it aware of any fact  which  indicates  a
likelihood of, any  infringement or  misappropriation  by, or conflict with, any
third party with respect to any of the Proprietary Rights. To the best knowledge
of the Seller and the Shareholder, the Seller has not infringed, misappropriated
or otherwise conflicted with any rights of any third parties, nor is it aware of
any infringement,  misappropriation  or conflict which will occur as a result of
the continued operation of the Business as now conducted.

                  Section 3.19. Material  Customers,  Contracts and Commitments.
(a) Except to the extent set forth a Schedule  3.19, no one customer or group of
related  customers  of the  Seller  account  for  more  than 5% of the  Seller's
revenues.  Except to the  extent  set forth on  Schedule  3.19,  (i) none of the
Seller's  customers  with  revenues  greater than 5% of the total  revenues have
canceled or substantially reduced or, to the knowledge of the Shareholder or the
Seller are currently attempting or threatening to cancel or substantially reduce
service  and (ii) the Seller has  complied  with all  material  commitments  and
obligations  pertaining  to them,  to the best of Seller's or the  Shareholder's
knowledge  respectively,  and is not in  default  under any such  contracts  and
agreements and no notice of default has been  received.  Schedule 3.19 lists the
ten (10) largest customers (in terms of sales) of the Seller for the fiscal year
ended December 31, 1997 and the first quarter of 1998 the revenues received from
each such customer during fiscal 1997 and the first quarter of 1998.

                  (b) Except as  disclosed in Schedule  3.19,  the Seller is not
in, nor has the Seller  given or  received  notice of, any  material  default or
claimed,  purported or alleged material  default,  or facts that, with notice or
lapse of time, or both,  would  constitute a material 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.

                  (c)  Seller has no written contracts with its customers.

                  Section 3.20. Accounts Receivable.  Schedule 3.20 sets forth a
true and  complete  listing of all  Accounts  Receivable  and an aging  schedule
reflecting the aggregate  amount of all Accounts  Receivable  outstanding at May
31,  1998 and at a date  within 5 days of the date  hereof  (i) 30 days or less,
(ii)  more than 30 days but less  than or equal to 60 days,  (iii)  more than 60
days but less than or equal to 90 days and,  (iv) more than 90 days.  All of the
Accounts  Receivable have arisen in the ordinary and regular course of business,
represent bona fide  transactions  with third parties and are not subject to any
material  counterclaims or material offsets (except for those for which adequate
reserves have been  established in accordance  with GAAP),  have been billed and
are collectible within 90 days of the date created.

                  Section 3.21. Books and Records.  The books and records of the
Seller,  including  financial  records and books of account,  are  complete  and
accurate  and have been  maintained  in  accordance  with  GAAP,  to the  extent
applicable, and sound business practices.

                  Section 3.22.  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 or the  Shareholder  in connection  with this Agreement or any of the
transactions contemplated hereby.

                  Section 3.23. Full Disclosure.  No  representation or warranty
made by the  Shareholder  or the Seller in this  Agreement,  any  Schedule,  any
Exhibit or any certificate delivered, or to be delivered, by or on behalf of the
Seller or the  Shareholder  pursuant  hereto contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary to make the  statements  contained  herein or therein not  misleading.
There is no fact or  circumstance  that the  Shareholder  or the  Seller has not
disclosed to the Purchaser and CDL in writing that the Shareholder or the Seller
presently  believe has resulted in a Material Adverse Change or could reasonably
be  expected to have a material  adverse  effect on the ability of the Seller or
the  Shareholder  to perform  their  obligations  under this  Agreement  and the
instruments of transfer.

                                   ARTICLE IV

             Representations and Warranties of the Purchaser and CDL

                  The  Purchaser and CDL represent and warrant to the Seller and
the Shareholder as follows:

                  Section  4.1.  Organization.  The  Purchaser  and CDL are each
corporations  duly  organized,  validly  existing and in good standing under the
laws of the State of New Jersey and Delaware,  respectively  and have full power
and authority,  corporate and other, to own their respective property and assets
and to carry on their respective  businesses as presently conducted except where
the failure to be so qualified  would not have material  adverse effect on their
respective businesses.

                  Section 4.2.  Authorization.  The  Purchaser and CDL have full
power and authority,  corporate and other, to execute and deliver this Agreement
and to perform their respective  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 CDL and constitute or, at the time of delivery will constitute,  a
valid and binding  agreement of the Purchaser and CDL,  enforceable  against the
Purchaser and CDL in accordance with its terms.

                  Section 4.3. Non-contravention.  Neither the Purchaser nor CDL
is subject to any provision of their respective Certificates 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 and CDL.

                  Section  4.5.  SEC  Documents.   Seller  and  the  Shareholder
acknowledge  receipt of the SEC  Documents.  The SEC  Documents  adequately  and
correctly  describe the business of CDL as at their  respective  dates,  and the
Seller may rely  thereon.  There has been no material  change in the business or
financial  condition of CDL since May 15, 1998. The SEC Documents do not contain
any  untrue  statement  of a  material  fact nor omit to state a  material  fact
necessary to make the statements contained therein not misleading.

                  Section  4.6.  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.

                                    ARTICLE V

                            Covenants and Agreements

                  Section 5.1.  Closing  Documents.  The  Shareholder and Seller
shall,  prior to or on the Closing  Date,  execute and  deliver,  or cause to be
executed and delivered to the  Purchaser  and CDL, the documents or  instruments
described  in Section  6.2.  The  Purchaser  and CDL  shall,  prior to or on the
Closing Date, execute and deliver, or cause to be executed and delivered, to the
Seller and the  Shareholder,  the documents or instruments  described in Section
6.3.

                  Section 5.2. 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 and shall promptly provide the
Purchaser and CDL with evidence of the payment of such taxes and fees.

                  (b) The  Shareholder  or 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 and CDL 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 Purchased Assets or the operation of the Business due
with respect to the tax returns referred to in (i) and (ii) above. The Purchaser
and/or  CDL  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 and shall be liable for and
pay all taxes due in respect of such tax returns.

                  Section  5.3.  Non-Competition  and  Confidentiality
Agreement.  For a period  of  three  (3)  years  after  the  Closing  Date,  the
Shareholder and the Seller will not directly or indirectly:

                                    (i)  engage  in the small  package  delivery
                  business in  competition  with the  Purchaser or CDL or any of
                  the   subsidiaries  of  either   thereof,   in  the  State  of
                  Massachusetts  or within 250 miles of any border  thereof (the
                  "Territory");

                                    (ii)  call upon any  person  who is, at that
                  time,  an  employee of the  Purchaser  or CDL  (including  the
                  subsidiaries of either  thereof) in a managerial  capacity for
                  the purpose or with the intent of enticing  such employee away
                  from or out of the employ of the Purchaser or CDL;

                                    (iii)  call upon any  person  or entity  (x)
                  which is, at that time, or which has been, within one (1) year
                  prior  to  that  time,  a  customer  of the  Purchaser  or CDL
                  (including the  subsidiaries  of either  thereof) or (y) which
                  was a customer of the Seller in the 18 month period  preceding
                  the Closing, for the purpose of soliciting or selling products
                  or services in direct  competition  with the  Purchaser or CDL
                  anywhere in the United States; or

                                    (iv) use for its own  benefit  or divulge or
                  convey to any third party,  any  Confidential  Information (as
                  hereinafter defined) relating to the Business. For purposes of
                  this  Agreement,  Confidential  Information  consists  of  all
                  information,  knowledge  or  data  relating  to  the  Business
                  including,  without  limitation,  customer and supplier lists,
                  formulae,  trade  know-how,   processes,  secrets,  consultant
                  contracts,  pricing  information,   marketing  plans,  product
                  development  plans,  business  acquisition plans and all other
                  information  relating to the  operation of the Business not in
                  the public domain or otherwise publicly available. Information
                  which enters the public domain or is publicly  available loses
                  its  confidential  status hereunder so long as the Shareholder
                  or the  Seller  does not  directly  or  indirectly  cause such
                  information to enter the public domain.

                  Notwithstanding the above, the foregoing covenant shall not be
deemed to prohibit the Shareholder  from acquiring,  as an investment,  not more
than one percent (1%) of the capital stock of a competing  business  whose stock
is traded on a national securities exchange or over-the-counter.

                  The   Shareholder   and  the  Seller   acknowledge   that  the
restrictions  contained  in this  Section 5.3 are  reasonable  and  necessary to
protect the legitimate interests of the Purchaser and CDL and that any breach by
any of the  Shareholder  or the Seller of any  provision  hereof  will result in
irreparable  injury to the  Purchaser  and CDL.  The Seller and the  Shareholder
acknowledge  that,  in addition to all remedies  available at law, the Purchaser
and CDL shall be entitled to equitable relief,  including injunctive relief, and
an equitable accounting of all earnings,  profits or other benefits arising from
such  breach and shall be  entitled  to receive  such other  damages,  direct or
consequential,  as may be  appropriate.  Neither the  Purchaser nor CDL shall be
required to post any bond or other security in connection with any proceeding to
enforce this Section 5.3.

                  It is  specifically  agreed  that the  three  (3) year  period
stated at the  beginning of this Section 5.3,  during which the  agreements  and
covenants  of the  Shareholder  and the  Seller  shall  be  effective,  shall be
computed  by  excluding  from such  period  any time  during  which  either  the
Shareholder or the Seller is in violation of any provision of this Section 5.3.

                  All of the covenants on this section 5.3 shall be construed as
an  agreement  independent  of any other  provision in this  Agreement,  and the
existence  of any claim of Seller or the  Shareholder  against  Purchaser or CDL
shall not constitute a defense to the enforcement of such covenants.

                  Section 5.4. Best Efforts; Further Assurances.  (a) Subject to
the terms and conditions  herein provided,  the Shareholder and the Seller shall
use their best efforts to take, or cause to be taken, all action,  and to do, or
cause to be done, all things  reasonably  necessary,  proper or advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions  contemplated  by  this  Agreement.  Each  of the  Seller  and  the
Shareholder,  will use their  respective  best efforts to obtain consents of all
Governmental  Authorities and third parties necessary to the consummation of the
transactions contemplated by this Agreement. In the event that at any time after
Closing  any  further  action is  necessary  to carry out the  purposes  of this
Agreement, the Seller and the Shareholder shall take all such action without any
further consideration therefor.

                  (b) The  Seller  and the  Shareholder  also  shall  take  such
actions and deliver such documents as the Purchaser may reasonably  request from
time to time to perfect the Purchaser's  title and ability to use and dispose of
the Purchased  Assets.  In addition,  the Seller and rhe  Shareholder  shall use
their best  efforts  to  provide  CDL with any  financial  or other  information
required for SEC disclosure or other governmental compliance.

                  Section 5.5. Employment  Matters.  (a) Except as otherwise set
forth in (b) below,  neither the Purchaser nor CDL or any of the subsidiaries of
either thereof will have any liability or  responsibility  as to any employee of
the Seller except as set forth below.  Neither CDL nor the Purchaser  shall have
any obligation to hire any employees of the Seller,  but the Purchaser may offer
employment  any  employees  of the  Seller;  provided,  that  the  Seller  shall
terminate such employees  immediately prior to their employment by the Purchaser
and remain solely  responsible for all amounts due to such employees through the
termination date unless such liabilities are set forth on Schedule 1.1AL.

                  (b)  The  Purchaser  agrees  that it will  not  terminate  the
employment of any of the  employees  listed on Schedule 5.5 until the end of the
Second  Measurement  Period  unless  such  termination  is for Cause or with the
consent of the Shareholder. For purposes of this Agreement, Cause shall mean, to
the maximum  extent  permitted by law (a)  commission of an act of dishonesty in
the  performance  of an  employee's  duties or  engaging  in conduct  materially
detrimental  to the  business of the  Purchaser  or CDL or (b)  conviction  of a
felony or (c) willful misconduct  resulting in a loss or damage to the Purchaser
or CDL.

                  Section 5.6.  Compliance with the Securities Act.

                  (a)  The  Seller  and the  Shareholder  acknowledge  that  the
Convertible  Note and the  Contingent  Convertible  Note to be  delivered to the
Seller pursuant to this Agreement,  and the CDL Common Stock which may be issued
upon conversion thereof, have not been and will not be registered under the 1933
Act and therefore may not be resold  without  compliance  with the 1933 Act. The
Convertible  Note,  the  Contingent  Convertible  Note and, if converted the CDL
Common Stock (the "Restricted  Securities") are being acquired by the Seller and
the Shareholder solely for their own accounts, for investment purposes only, and
with no present intention of distributing,  selling or otherwise disposing of it
in connection with the distribution of such shares, except that upon dissolution
the Seller may transfer the Restricted Securities to the Shareholder, subject to
compliance  with  applicable  securities  laws.  The Seller and the  Shareholder
covenant,  warrant and  represent  that the  Restricted  Securities  will not be
offered,  sold,  assigned,  pledged,  hypothecated,   transferred  or  otherwise
disposed of except after full compliance  with all of the applicable  provisions
of the Act and the rules and  regulations  of the SEC. The note or  certificates
representing the Restricted Securities shall bear the following legend:

                  The  securities  represented  hereby  were  not  issued  in  a
                  transaction  registered  under the  Securities Act of 1933, as
                  amended ("Securities Act"), or any applicable state securities
                  laws and may not be sold, pledged,  hypothecated, or otherwise
                  transferred  unless  such sale or  transfer  is  covered by an
                  effective  registration statement under the Securities Act and
                  applicable state securities laws or, in the opinion of counsel
                  to the holder and the issuer,  is exempt from the registration
                  requirements of the Securities Act and such laws.

                  (b)  Economic  Risk;   Sophistication.   The  Seller  and  the
Shareholder  are  able  to  bear  the  economic  risk  of an  investment  in the
Restricted Securities, can afford to sustain a total loss of such investment and
have such knowledge and experience in financial and business  matters  including
investments in unregistered securities,  that they are capable of evaluating the
merits and risks of the proposed  investment and/or the Shareholder has employed
a purchaser  representative  who is  qualified  by training  and  experience  in
business and financial matters to evaluate the merits and risks of an investment
in CDL and  therefore  have the  capacity  to  protect  their own  interests  in
connection with their acquisition of the Restricted Securities.

                  (c) The  Shareholder  represents  that  he,  or his  purchaser
representative,  has read and reviewed the information provided pursuant to this
Agreement  and  the  other  documentation  and  information   furnished  by  CDL
(including  CDL's Form 10-K for the year ended  December 31, 1997, its Form 10-Q
for the quarter  ended March 31, 1998,  and its proxy  statement  for its annual
meeting  to be held  on  June 6,  1998)  (the  "SEC  Documents")  and has had an
adequate  opportunity to ask questions and receive  answers from the officers of
CDL concerning,  among other matters, CDL, its management, and its plans for the
operation of its  business.  CDL has provided to the Seller and  Shareholder  an
opportunity to obtain any and all additional  information  necessary for them to
verify the accuracy of the  information  provided  herein or delivered  pursuant
hereto.

                  (d)  Seller  and the  Shareholder  agree not to sell,  pledge,
transfer  or  dispose  of any of the  shares of CDL  Common  Stock  issued  upon
conversion of the  Convertible  Note or the Contingent  Convertible  Note except
pursuant to an effective  registration  statement or in compliance with Rule 145
or in compliance with another  exemption from the  registration  requirements of
the Securities Act.

                  Section 5.7. Audited Financial  Statements of the Company; SEC
and Other  Governmental  Disclosure  and  Reporting  Requirements.  All fees and
expenses  incurred in connection with any audits of the financial  statements of
the Seller, including without limitation the audited financial statements of the
Company for the twelve  months  ended  December  31, 1997 and the twelve  months
ended December 31, 1996 shall be the sole  responsibility  of the Seller and the
Shareholder.

                                   ARTICLE VI

                              Conditions to Closing

                  Section 6.1. Mutual Conditions.  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.

                  Section  6.2.   Conditions  to  the   Purchaser's   and  CDL's
Obligations.  The  obligations  of  the  Purchaser  and  CDL 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 Shareholder
and the Seller in this Agreement and the Schedules hereto shall be true, correct
and  complete  as of  the  Closing  Date  as  though  such  representations  and
warranties  were made as of the Closing Date, and the Shareholder 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) There shall have been no (i) Material  Adverse Change,  or
any  development  which could  reasonably be expected to result in a prospective
Material Adverse Change, or (ii) material damage, destruction or loss to, or any
other  material and adverse  change in, the  Purchased  Assets or the  Business,
regardless of insurance coverage.

                  (c) (i) All authorizations,  consents,  waivers,  approvals or
other  actions   required  in  connection  with  the  execution,   delivery  and
performance  of  this  Agreement  by the  Shareholder  and  the  Seller  and the
consummation by the Shareholder and the Seller of the transactions  contemplated
hereby shall have been obtained and shall be in full force and effect;  (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 contract to which the Seller is a party or for the continuation of 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;  and
(iii)  all  authorizations,   consents,  waivers,  approvals  or  other  actions
necessary to permit the Purchaser to operate the Business in compliance with all
applicable laws immediately after the Closing shall have been obtained and shall
be in full force and effect.

                  (d) Prior to or at Closing,  the Shareholder or the Seller, as
the case may be, shall have  delivered to the Purchaser and CDL all  instruments
of assignment,  transfer and conveyance identified herein and such other closing
documents as shall be reasonably  requested by the Purchaser and CDL in form and
substance acceptable to the Purchaser's counsel, including the following:

                           (i) such instruments of sale,  transfer,  assignment,
         conveyance  and delivery  (including all vehicle  titles),  in form and
         substance   reasonably   satisfactory  to  counsel  for  the  Purchaser
         (including  without  limitation  a Bill of Sale and an  Assignment  and
         Assumption  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;

                           (ii) a certificate  of the  Chairman,  President or a
         Vice  President of the  Shareholder  and the Seller,  dated the Closing
         Date,  to the effect that (1) the Person  signing such  certificate  is
         familiar  with  this  Agreement  and (2) the  conditions  specified  in
         Section 6.2(a), (b) and (c) have been satisfied;

                           (iii) a  certificate  of the  Secretary  or Assistant
         Secretary of the Shareholder and the Seller, dated the Closing Date, as
         to the  incumbency  of any  officer  of the  Shareholder  or the Seller
         executing this Agreement or any document  related  thereto and covering
         such other matters as the Purchaser and CDL may reasonably request;

                               (iv) a certified  copy of (1) the  Certificate of
         Incorporation  and By-laws of the
         Seller and all amendments  thereto,  (2) a certificate,  dated as of no
         later  than 10 days  prior to the  Closing  Date,  duly  issued  by the
         Secretary of State of the States of New York and Delaware,  showing the
         Seller and the  Shareholder  each is in good standing and authorized to
         do  business  in such  jurisdiction,  and (3)  the  resolutions  of the
         Seller's  and the  Shareholder's  Boards of Directors  authorizing  the
         execution, delivery and consummation of this Agreement, the instruments
         of transfer and the transactions contemplated hereby;

                           (v) an opinion of Craig and Macauley,  counsel to the
         Shareholder  and the  Seller,  dated  the  Closing  Date,  in form  and
         substance reasonably satisfactory to counsel for the Purchaser and CDL;

                           (vi)  audited financial statements of the Seller as
         contemplated by Section 5.7;

                           (vii) Assignments of Leases and Landlord consents and
         Estoppel  Certificates  from each landlord for any lease being assigned
         by Seller to Purchaser, all to Purchaser's reasonable satisfaction;

                           (viii)  the  Shareholder  shall  have  entered  into
         an  employment  agreement  on terms satisfactory to the Purchaser; and

                           (ix)  such  other  documents  or  instruments  as the
         Purchaser  and  CDL  reasonably  request  to  effect  the  transactions
         contemplated hereby.

                  (e)  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 and CDL.

                  Section 6.3.  Conditions to the Shareholder's and the Seller's
Obligations. The obligations of the Shareholder and 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
and CDL in this Agreement shall be true and correct in all material  respects as
of the Closing  Date,  and the  Purchaser  and CDL 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 them 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  CDL and  the  consummation  by the  Purchaser  and CDL 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 and CDL shall have
delivered to the Shareholder  and the Seller such closing  documents as shall be
reasonably  requested by the  Shareholder  and the Seller in form and  substance
reasonably acceptable to the Shareholder's counsel, including the following:

                           (i) the  Assignment  and  Assumption  Agreement
         executed by the Purchaser and dated the Closing Date;

                           (ii)   certificates   of  the  President  or  a  Vice
         President of the Purchaser and of CDL  respectively,  dated the Closing
         Date,  to the effect that (1) the Person  signing such  certificate  is
         familiar  with  this  Agreement  and (2) the  conditions  specified  in
         Section 6.3(a) and (b) have been satisfied;

                           (iii)  certificates  of the  Secretary  or  Assistant
         Secretary  of the  Purchaser  and CDL,  respectively  dated the Closing
         Date,  as to the  incumbency  of any officer of the  Purchaser  and CDL
         executing this Agreement,  or any document related thereto and covering
         such other matters as the Seller may reasonably request;

                           (iv) a  certified  copy  of (1)  the  Certificate  of
         Incorporation  and By-laws of the Purchaser and all amendments  thereto
         and (2) the resolutions of the Purchaser's Board of Directors and CDL's
         Board of Directors authorizing the execution, delivery and consummation
         of this Agreement and the transactions contemplated hereby;

                           (v) an opinion of Lowenstein  Sandler PC,  counsel to
         the  Purchaser  and CDL,  dated the Closing Date, in form and substance
         reasonably  satisfactory to counsel for the Shareholder and the Seller;
         and

                           (vi)  payment of the Purchase Price as set  forth in
         Section 2.2.

                                   ARTICLE VII

            Survival of Representations and Warranties; Indemnification

                  Section  7.1.  Survival  of  Representations  and  Warranties.
Except as set forth below, the  representations  and warranties  provided for in
this Agreement shall survive the Closing for two (2) years from the Closing Date
for the benefit of the parties  hereto and their  successors  and  assigns.  The
representations  and  warranties  provided  for in Sections  3.13 and 3.15 shall
survive the  Closing and remain in full force and effect for six (6) years.  The
survival period of each  representation  or warranty as provided in this Section
7.1 is  hereinafter  referred  to as the  "Survival  Period."  No claim shall be
brought hereunder unless the aggregate claims exceed $5,000.

                  Section  7.2.  Indemnification.  (a) The  Shareholder  and the
Seller  jointly and  severally  shall  indemnify,  defend and hold  harmless the
Purchaser and CDL or any of their respective  Affiliates,  officers,  directors,
employees, agents and representatives, and any Person claiming by or through any
of them, 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 or the  Shareholder  in this  Agreement for the  applicable  Survival
Period,  (ii) the breach by the  Shareholder  or the Seller of any  covenant  or
agreement to be performed by them hereunder,  and (iii) any Excluded  Liability.
Seller agrees to pay or otherwise satisfy all of its obligations and liabilities
in the ordinary course of business.

                  (b) The  Purchaser  and CDL shall  indemnify,  defend and hold
harmless the Shareholder and the Seller or any of their  respective  affiliates,
officer,  directors,  employees,  agents  and  representatives  and  any  Person
claiming  by or through  either of them,  against  and in respect of any and all
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
Purchaser and CDL in this Agreement for the applicable Survival Period, (ii) the
breach by the  Purchaser  or CDL of any covenant or agreement to be performed by
them hereunder, and (iii) any Assumed Liability.

                  (c)  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.

                                  ARTICLE VIII

                                  Miscellaneous

                  Section  8.1.  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 Purchaser or CDL:         380 Allwood Road
                                    Clifton, New Jersey 07012
                                    Telephone:  (201) 471-1005
                                    Facsimile:   (201) 471-5519
                                    Attention:  Mark Carlesimo, Esq.

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

If to the Seller or the Shareholder :
                                    Metro Courier Network
                                    175 Bay Street Drive
                                    Braintree, MA  02184
                                    Telephone:  (617)
                                    Facsimile:  (617)
                                    Attention:  Mr. Dennis Roccaforte

With a copy to:   Craig and MaCauley
                                    600 Atlantic Avenue
                                    Boston, MA  02210
                                    Telephone:  (617) 367-9500
                                    Facsimile:    (617) 742-1766
                                    Attention:  John Snyder, Esq.

                  Section 8.2. 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.

                  Section  8.3.  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 8.4.  Assignment;  Successors  and  Assigns;  No Third
Party Rights.  Except as otherwise  provided  herein,  this Agreement may not be
assigned by operation of law or otherwise, and any attempted assignment shall be
null and void.  The  Purchaser and CDL may assign all of their rights under this
Agreement  to  any  Affiliate;  provided  such  Affiliate  assumes  all  of  the
obligations  of  the  Purchaser  and  CDL  remains  liable  hereunder.  No  such
assignment shall relieve Purchaser or CDL of their obligations  hereunder.  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  8.5.  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 8.6.  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 8.7. 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 8.8.  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 8.9. Public Announcement. Except as may be required by
law, neither the Seller,  on the one hand, or 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.  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 8.10.  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  8.11.  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 8.12. No Strict  Construction.  Each of the Purchaser,
CDL, the Seller and the  Shareholder  acknowledge  that this  Agreement has been
prepared  jointly by the parties  hereto,  and shall not be  strictly  construed
against any party.

                  Section 8.13. 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,  in addition to any other rights the  Purchaser
may have  hereunder,  the  Purchaser  shall  have the  right to  terminate  this
Agreement upon giving written notice of its election to terminate to the Seller.



<PAGE>


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


                                      CONSOLIDATED DELIVERY &
                                      LOGISTICS, INC.


                                      By: /S/  Albert W. Van Ness, Jr.
                                      Name:  Albert W. Van Ness, Jr.,
                                      Title:  Chairman

                                      CLICK MESSENGER SERVICE, INC.


                                      By: /S/  Mark Carlesimo
                                      Name:  Mark Carlesimo
                                      Title:  Vice President

                                      METRO COURIER NETWORK, INC.


                                      By: /S/  Dennis Roccaforte
                                      Name:  Dennis Roccaforte
                                      Title: President



                                      /S/  Dennis Roccaforte
                                      Dennis Roccaforte




<PAGE>



  Exhibit 10.2


                  This Note has been,  and any  shares  issued  upon  conversion
                  pursuant to the terms hereof  ("Underlying  Shares")  will be,
                  acquired for investment and not with a view to, or for sale in
                  connection with, any  distribution  thereof within the meaning
                  of the Securities Act of 1933, as amended ("Act").  This Note,
                  and any  securities  issued upon  conversion  pursuant to this
                  Note,  have not been  registered  under the  Securities Act of
                  1933, or any state securities law, and may be offered and sold
                  only if registered  pursuant to the  provisions of that Act or
                  those laws or if an exemption from registration is available.

                  Notwithstanding  any other  provisions  contained  herein,  no
                  transfer of this security,  the Underlying  Shares,  or of any
                  interest in either thereof shall be made unless the conditions
                  specified in Article Four hereof have been fulfilled.

                  TRANSFER IS ALSO RESTRICTED BY SECTION 6.04.

                        7% SUBORDINATED CONVERTIBLE NOTE DUE 2001
                        OF CONSOLIDATED DELIVERY & LOGISTICS, INC.

Registered Holder:       Metro Courier Network, Inc.
                                                              July 2, 1998

Address:              175 Bay State Drive                          No. N-1
                      Braintree, MA  02184

Principal Amount:        $1,750,000                    Clifton, New Jersey

Due:                     July 2, 2001

                  FOR VALUE RECEIVED, CONSOLIDATED DELIVERY & LOGISTICS, INC., a
Delaware corporation (hereinafter called the "Company"),  hereby promises to pay
to the holder  above named  (herein  called the  "Holder"),  or its order or its
registered assign(s),  the principal sum above stated on July 2, 2001 and to pay
interest  thereon  at the rate of seven  percent  (7%) per  annum  from the date
hereof.  Interest shall be computed on the balance of principal outstanding from
time to time, and payable quarterly, beginning on October 1, 1998.

                  Both  principal  hereof and  interest  thereon  are payable in
lawful money of the United  States of America at the Holder's  address  above or
such other  address as the Holder shall  designate  in writing  delivered to the
Company from time to time. Prior to any sale or other  disposition of this Note,
the Holder will endorse  hereon the amount of principal paid hereon and the last
date to which interest has been paid hereon.

PREPAYMENT

                  The Company may prepay this debt, in whole or in part, without
premium  or  penalty  at any time on and after the  "Trigger  Date" (as  defined
below) and from time to time  thereafter  in its  discretion;  provided  that it
gives the Holder ten (10) days advance  written  notice of its intent to prepay;
during which period the Holder may exercise its conversion rights.


                                   ARTICLE ONE

                                  SUBORDINATION

                  Anything contained herein to the contrary notwithstanding, the
indebtedness  evidenced  by this Note shall be fully  subordinate  and junior in
right of payment,  to the extent and in the manner hereinafter set forth, to all
Senior Debt of the Company, including,  without limitation, all indebtedness due
to First Union  Commercial  Corporation or its affiliates,  or any other bank or
similar  financial  institution  (hereinafter  a  "bank"),  direct or  indirect,
absolute  or  contingent,  due or to become  due,  whether  now  outstanding  or
hereafter created, and any and all renewals of the foregoing by operation of law
or  otherwise.  Such  indebtedness  of the  Company  to which  the  indebtedness
evidenced by this Note and the interest  thereon is subordinate and junior being
sometimes  hereinafter  referred to as "Senior Debt" and also  includes  without
limitation  all debt or  financing  from time to time  arranged  by First  Union
Commercial Corporation or its affiliates.

                                    (i)  In  the  event  of  any  insolvency  or
                  bankruptcy  proceedings,  and any  receivership,  liquidation,
                  reorganization  or other  similar  proceedings  in  connection
                  therewith,  relative  to the Company or to its  creditors,  as
                  such, or to its property,  and in the event of any proceedings
                  for voluntary liquidation,  dissolution or other winding up of
                  the  Company,   whether  or  not   involving   insolvency   or
                  bankruptcy,  and in the event of any execution  sale, then the
                  holders of Senior Debt shall be entitled to receive payment in
                  full of all  principal  of, and premium on and interest on all
                  Senior  Debt  (including  any such  interest  which may accrue
                  after the  commencement  of any such  proceedings)  before the
                  Holder of this Note is entitled to receive any further payment
                  on account of principal  of or premium,  if any, on this Note,
                  and to that end the  holders of Senior  Debt shall be entitled
                  to receive for  application in payment  thereof any payment or
                  distribution  of any  kind or  character,  whether  in cash or
                  property or securities, which may be payable or deliverable in
                  any such  proceedings  in  respect  to this Note  except  with
                  respect to interest payments.

                                    (ii) The  Company  shall not be  required to
                  make,  directly  or  indirectly,  and the Holder  shall not be
                  entitled  to  accept,  receive  (directly  or  indirectly)  or
                  retain,  any payment or  prepayment  of  principal  or premium
                  hereunder if and so long as a payment  default under the terms
                  of  any  Senior  Debt  shall  have   occurred   and  shall  be
                  continuing.

                                    (iii)  In  the  event   that  this  Note  is
                  declared due and payable before its expressed maturity because
                  of the occurrence of a default hereunder (under  circumstances
                  when  the   provisions  of  clause  (i)  above  shall  not  be
                  applicable),  and  within  90 days of  such  declaration,  the
                  holders  of  the  Senior  Debt  accelerate  the   indebtedness
                  evidenced by such Senior Debt,  the holders of all Senior Debt
                  shall be entitled to receive  payment in full of all principal
                  and interest on all Senior Debt  (including  any such interest
                  which may accrue  after the  commencement  of any  proceedings
                  referred  to in clause  (i)  above)  before the Holder of this
                  Note  shall  receive  any  further  payment  on account of the
                  principal of or premium, if any, on this Note.

                  Unless an event  described  in (i),  (ii) or (iii) above shall
occur,  principal  of and  accrued  interest  on this Note  shall be  payable as
provided  on the first  page;  and in the  event the  payment  is  suspended  as
provided in (i),  (ii) or (iii)  above,  any amount  previously  received by the
Holder  hereof  prior to the  effective  date of such  event and  payable to the
Holder in  accordance  with the terms hereof shall be and remain the property of
the Holder, the subordination  provisions being intended only to affect payments
due after an event described in (i), (ii) or (iii).

                  In case cash,  securities or other property  otherwise payable
or  deliverable  to the Holder of this Note shall have been applied  pursuant to
the  provisions of this Note to the payment of Senior Debt in full,  then and in
each  such  case,  the  holder or  holders  of the  Senior  Debt at the time any
payments  or  distributions  are  received by such  holder(s)  of Senior Debt in
excess of the amount  sufficient  to pay all Senior Debt in full,  (a) shall pay
over  such  excess to the  Holder  of this Note and (b) the  Holder of this Note
shall be subrogated to any rights of any holder(s) of Senior Debt to receive any
further payments or distributions applicable to the Senior Debt, until this Note
shall have been paid in full.  Senior Debt shall not be considered to be paid in
full unless and until all of the obligations  which  constitute a part of Senior
Debt have been paid in full.

                  In furtherance of such subordination,  the Holder of this Note
hereby grants to the holder(s) of the Senior Debt irrevocable  authority,  after
any default in the payment of any amounts due on the Senior Debt or in any event
specified in clauses (i), (ii) or (iii) above, to demand,  collect,  file proofs
of claim with  respect  to,  receive  and take any and all  proceedings  for the
recovery of any and all monies due or to become due on account of this Note.

                  No present or future holder of Senior Debt shall be prejudiced
in his right to enforce  subordination of this Note by any act or failure to act
on the part of the Company. The subordination provisions of this Note are solely
for the purpose of defining the relative  rights of the holder(s) of Senior Debt
on the one hand and the  Holder  of this  Note on the other  hand,  and  nothing
herein  shall  impair as between the  Company  and the Holder of this Note,  the
obligation of the Company,  which is unconditional  and absolute,  to pay to the
Holder hereof the principal  hereof and premium,  if any, and interest hereon in
accordance with its terms,  nor shall anything herein prevent the Holder of this
Note from declaring the Note to be due and payable before its expressed maturity
because of the  occurrence of a default  hereunder or, in connection  therewith,
from exercising all remedies otherwise  permitted by applicable law or hereunder
upon default hereunder, subject to the rights of holders of Senior Debt to cash,
securities or other property  otherwise  payable or deliverable to the Holder of
this Note.

                  In furtherance of this  Subordination  the Holder(s)  agree to
execute and deliver any and all documents  requested by the Company for delivery
to its  creditors  (in the  form as  requested  by such  creditors)  in order to
implement or verify this Subordination.


                                   ARTICLE TWO

                                EVENTS OF DEFAULT

                  If any of the following  events of default (each, an "Event of
Default") shall occur, the Holder hereof, at its option, may declare all sums of
principal  and  accrued  interest  then  remaining  unpaid  hereon and all other
amounts payable hereunder immediately due and payable.

                  2.01 Events of Default

                  For purposes of this  instrument,  an Event of Default will be
deemed to have occurred if:

                                    (a)  the  Company  shall  fail  to  pay  any
                  installment  of  principal  or  interest on this Note and such
                  non-payment  shall  continue for a period of fifteen (15) days
                  from the date due; or

                                    (b) a receiver, liquidator or trustee of the
                  Company or of any property of the Company,  shall be appointed
                  by court order;  or the Company shall be adjudged  bankrupt or
                  insolvent;  or any of the  property  of the  Company  shall be
                  sequestered  by court order;  or a petition to reorganize  the
                  Company under any bankruptcy, reorganization or insolvency law
                  shall be filed  against the Company and shall not be dismissed
                  within 60 days after such filing; or

                                    (c) the  Company  shall file a  petition  in
                  voluntary  bankruptcy or requesting  reorganization  under any
                  provision of any bankruptcy,  reorganization or insolvency law
                  or shall  consent  to the  filing of any  petition  against it
                  under any such law; or

                                    (d)  the  Company  shall  make a  formal  or
                  informal  assignment for the benefit of its creditors or admit
                  in writing its inability to pay its debts  generally when they
                  become due or shall consent to the  appointment of a receiver,
                  trustee or  liquidator of the Company or of all or any part of
                  the property of the Company.

                  2.02  Remedies on Default

                  If an Event of Default shall have occurred, in addition to its
rights and remedies under this Note, and any other  instruments,  the Holder may
at its option by written  notice to the  Company  declare  all  indebtedness  to
Holder  hereunder  to be due and  payable,  whereupon  the same shall  forthwith
mature  and become due and  payable  together  with  interest  accrued  thereon,
without any further notice to and without presentment, demand, protest or notice
of  protest,  all of which are hereby  waived.  In  addition,  after an Event of
Default, interest shall be payable hereunder at the rate of eleven percent (11%)
per annum.

                  Subject to the rights of  holders of Senior  Debt,  the Holder
may proceed to protect  and enforce its rights by suit in equity,  action at law
or other appropriate proceedings,  including, without limitation, action for the
specific  performance  of  any  agreement  contained  herein  or  in  any  other
instrument,  or for an injunction against a violation of any of the terms hereof
or  thereof,  or in aid of the  exercise of any right,  power or remedy  granted
hereby or by law, equity or otherwise.


                                  ARTICLE THREE

                         CONVERSION PRIVILEGE/OBLIGATION

                  The Company  hereby  grants to the Holder of this  Convertible
Note the right to convert this Note into fully paid and non-assessable shares of
the  Company's  Common  Stock,  $.001 par value  (the  "Common  Stock"),  at the
"Conversion Price" per share. The "Conversion Price" is defined as Seven Dollars
and 00/100  ($7.00).  The right to convert may be exercised by the Holder at any
time after the date hereof up to and including, July 1, 2001, except as provided
herein.  The  number  of  shares of Common  Stock  into  which  this Note may be
converted  shall be determined  by taking (a) the sum of (1) the full  principal
amount of this Note, namely $1,750,000, and (2) any interest due and unpaid from
the  date of issue to the date of  purchase,  and  dividing  said sum by (b) the
Conversion Price, which Conversion Price is subject to adjustment as provided in
Section 3.06 below.  The right to convert may only be exercised  with respect to
the entire amount due on the Note at the exercise  date.  The amount and kind of
securities  purchasable  pursuant to the rights  granted hereby and the purchase
price for such securities are subject to adjustment as provided hereunder.

                  The  Company  also shall  have the right to convert  this Note
into fully paid and non-assessable  shares of Common Stock at any time after the
Trigger Date at the Conversion  Price per share,  in accordance with the formula
provided above, but only if a registration statement required under Article Five
is then effective.  The Company also may only convert with respect to the entire
amount set forth above.

                  For purposes of this Note,  the "Trigger  Date" shall mean the
first  business day after the date on which the average  closing  sales price as
reported by the National  Association  of Securities  Dealers over a 90 calendar
day period (which 90 day period begins after the date hereof)  equals or exceeds
the Conversion Price.

                  3.01 Whole  Shares.  Upon  conversion,  only whole  shares
shall be issued. Any remainder due hereunder which is insufficient to purchase a
whole share of Common Stock shall be paid by the Company in cash.

                  3.02  Exercise Procedure.

                  (a) The  Conversion  privilege  shall be  deemed  to have been
exercised (the "Exercise  Time") when either (x) the Company shall have received
from the Holder all of the following:

                                    (i) a properly  completed  Exercise
Agreement  in  form  annexed  hereto  executed  by the  person  exercising  such
conversion privilege; and

                                    (ii)  this Note; and

                                    (iii) if this Note  shall not be  registered
                  in  the  name  of  the  person   exercising   such  conversion
                  privilege,  an  assignment  or  assignments  as  described  in
                  Section 3.04 hereof  evidencing  an assignment of such Note to
                  the person exercising the same, in which case the Holder shall
                  comply with  Article Four hereof and submit  proof,  including
                  opinions of Holder's counsel, that the assignment and exercise
                  comply with all federal and state securities laws.

or (y) the Company shall have  delivered to the Holder its notice of exercise in
writing.  Upon receipt of such notice, the Holder shall immediately deliver this
Note to the Company.  Exercise of the Company's  conversion  privilege  shall be
effective  notwithstanding  any failure or delay of the Holder on delivering the
Note to the Company,  and no interest shall accrue  hereunder  after the Company
sends Holder its notice of exercise of the conversion privilege.

                  (b) Certificates  for the underlying  shares acquired shall be
delivered to the Holder  within 20 days after the Exercise  Time (or the date of
delivery of the Note to the Company, if later).

                  3.03 Exercise  Agreement.  The Exercise  Agreement shall be in
the form set forth at the end of this Note. If the Conversion  Shares are not to
be  issued  in the name of the  persons  to whom the  Note is  registered,  such
Agreement shall also state the name of the persons to whom the  certificates for
the Conversion Shares are to be issued.  Such Exercise  Agreement shall be dated
the actual date of execution thereof.

                  3.04 Assignment. The Assignment shall be in the form set forth
at the end of this Note and shall  provide  that the person  executing  the same
thereby sells,  assigns and transfers to the person(s)  named therein the rights
evidenced by this Note to purchase the number of the  underlying  shares  stated
therein.  Such Assignment  shall be dated the actual date of execution  thereof.
The Assignee  shall be required to provide the Company with proof of  compliance
with all applicable federal and state securities laws.

                  3.05 Authorization and Issuance of Conversion Shares.  The
Company covenants and agrees that:

                  (a) The  Underlying  Shares  issuable upon any exercise of the
conversion  privilege  shall  be  deemed  to  have  been  issued  to the  person
exercising  such privilege at the Exercise Time, and the person  exercising such
privilege  shall be deemed for all purposes to have become the record  holder of
such Underlying Shares at the Exercise Time.

                  (b) All  Underlying  Shares which may be issued upon any whole
or partial exercise will, upon issuance,  be fully paid and  non-assessable  and
free from all taxes, liens and charges with respect to the issue thereof.

                  (c) The Company  will take all such action as may be necessary
and reasonably  within its powers to assure that all underlying  shares issuable
upon  exercise  may  be  issued  without  violation  of  any  applicable  law or
regulation.  The  Company  will not take any action  which  would  result in any
adjustment of the Conversion Price if the total number of Common Shares issuable
after such action upon exercise of the  conversion  privilege in full,  together
with all Common Shares then outstanding and all Common Shares then issuable upon
the exercise of all outstanding options, warrants,  conversion and other rights,
would exceed the total number of Common Shares then  authorized by the Company's
Certificate of Incorporation.

                  (d) The issuance of  certificates  for the  Underlying  Shares
upon exercise of the  conversion  privilege  shall be made without charge to the
registered  Holder(s)  thereof for any issuance tax in respect  thereof or other
costs  incurred by the Company in  connection  with the exercise and the related
issuance of the underlying shares.

                  3.06 Anti-dilution. The Conversion Price shall be adjusted, to
the nearest cent, from time to time, only to the following extent:

                  (a)  Whenever  after the date  hereof  the  Company  shall (i)
declare  and pay a dividend  to the  holders  of its  shares of common  stock in
shares of its common stock, or in other securities immediately  convertible into
shares of common stock,  (ii) split the  outstanding  shares of its common stock
into a greater  number of outstanding  shares of common stock,  or (iii) combine
the outstanding  shares of its common stock into a smaller number of outstanding
shares of common  stock,  the maximum  number of shares that the Holder shall be
entitled to convert and/or purchase shall be adjusted so that the Holder of this
Note shall  thereafter  be entitled  to receive  upon  conversion  of the entire
initial  indebtedness  represented  hereby that number of shares of common stock
which he would have held had the entire initial  indebtedness  of this Note been
converted  immediately  prior to the effective  date of such action and had that
action been  effectuated  with respect to those  converted  shares.  In any such
event the  Conversion  Price will be altered  accordingly so that any conversion
taking place after any event  described in (i), (ii),  and/or (iii) above may be
accomplished  at the same cost that would  have  obtained  had the  shares  been
converted  immediately  prior to such action.  For purposes of this subparagraph
(a), the effective date for any stock  dividend  referred to in clause (i) above
shall be deemed to be the record date fixed for the determination of the holders
of common stock entitled to receive such dividend.

                  (b)  In  the  case  after  the  date  hereof  of  any  capital
reorganization or any reclassification of the capital stock of the Company or in
case of the  consolidation  of the Company  with or merger of the  Company  into
another  corporation  or  the  conveyance  of all  or  substantially  all of the
properties and assets of the Company to another corporation,  adequate provision
shall be made whereby this Note shall  thereafter be convertible into the number
of  shares of stock or other  securities  or  property  to which a holder of the
number of shares of common stock of the Company  deliverable  upon conversion of
this  Note   immediately   prior  to  such   reorganization,   reclassification,
consolidation,  merger or conveyance would have been entitled upon  consummation
of such reorganization,  reclassification,  consolidation, merger or conveyance;
and, in any such case,  appropriate  adjustment  (as  determined by the board of
directors)  shall be made in the application of the provisions  herein set forth
with  respect to the rights and  interests of the holder of this Note to the end
that such provisions (including, without limitation, the provisions with respect
to changes in and other adjustments of the Conversion Price) shall thereafter be
applicable,  as nearly  as  reasonably  may be, to the  shares of stock or other
securities or property thereafter deliverable upon the conversion of this Note.


                                  ARTICLE FOUR

                            RESTRICTIONS ON TRANSFER

                  The  Holder,  by  acceptance  hereof,   acknowledges  that  it
understands that the Company will rely upon the representations set forth herein
in issuing the Note and the  Underlying  Shares,  if any,  without  registration
under the Act,  the New  Jersey  Uniform  Securities  Law,  or any  other  state
securities law.

                  Accordingly, the Holder, by acceptance of the Note, represents
and warrants that this  offering is being made  pursuant to the  exemption  from
registration  with the Securities and Exchange  Commission  ("SEC")  afforded by
Sections 3(b) and/or 4(2) of the Act relating to  transactions  by an issuer not
involving any public  offering.  The Holder  understands that the Company has no
present  intention,  and is under no  obligation  to,  register  the Note or the
Underlying  Shares  under the Act, or any  applicable  state law,  except as set
forth in Article Five hereof.

                  The Holder  understands that due to lack of registration,  the
Note and the Underlying  Shares will be restricted  securities,  that the holder
must bear the economic risk of the investment for an indefinite period, that the
Note and the Underlying Shares may not be sold, pledged or otherwise disposed of
unless they are  registered  under the Act and any applicable  state  securities
law, or an  exemption  from such laws is  available  and the Company is supplied
with an opinion of counsel to the  Holder,  satisfactory  to the  Company,  that
registration  is not  required  under any of such  laws,  and in the  opinion of
counsel  for the  Company,  such sale,  transfer,  or pledge  will not cause the
Company to fail to be in compliance  with the exemption  provisions  under which
the Note or the Underlying Shares were issued.

                  The Holder has such  knowledge and experience in financial and
business  affairs that it is capable of  evaluating  the merits and risks of the
prospective investment.

                  The  Holder  is  able  to  bear  the  economic  risk  of  this
investment.  An investment in the Note and the Underlying Shares is suitable for
the Holder in light of its financial  position and investment  objectives,  with
full knowledge that this investment  could result in a complete loss. The Holder
recognizes that the Note represents a HIGH-RISK, SPECULATIVE INVESTMENT and that
there is no assurance that any return will be received  thereon.  The Holder can
afford a total loss of this investment.

                  The  Note  is  being,  and  the  Underlying  Shares  will  be,
purchased  for the Holder's own account for  investment  purposes and not with a
view to the resale or distribution thereof by the Holder.

                  Prior to the date hereof, the Holder has had ample opportunity
to ask  questions of and receive  answers from the officers and directors of the
Company,  concerning the Company,  the Note,  and the Company's  business and to
obtain any additional  information which was considered  necessary to verify the
information supplied by those individuals.

                  The  Holder   understands   that  a   restrictive   legend  in
substantially  the  following  form  shall  be  placed  on  the   certificate(s)
representing the Underlying Shares:

                           "The shares  represented by this certificate have not
                  been  registered  under the Securities Act of 1933, as amended
                  ("Act"). Such shares have been acquired for investment and may
                  not be  publicly  offered  or  sold in the  absence  of (1) an
                  effective  registration  statement  for such shares  under the
                  Act;  (2) opinions of counsel to the Company and to the holder
                  hereof and  presented  to the  Company  prior to any  proposed
                  transfer to the effect that registration is not required under
                  the Act; or (3) a letter  presented to the  Company,  prior to
                  any proposed  transfer,  from the staff of the  Securities and
                  Exchange  Commission,  to the effect that it will not take any
                  enforcement  action if the  proposed  transfer is made without
                  registration under the Act."

                  Except as set forth in the  documents  which  the  Holder  has
reviewed,  no  representations or warranties have been made to the Holder by the
Company.  In entering into this transaction,  the Holder is not relying upon any
information, other than the results of its own independent investigation.


                                  ARTICLE FIVE

                               REGISTRATION RIGHTS

                  The Company  agrees to file a  registration  statement on Form
S-3 with  the  Securities  and  Exchange  Commission  ("Commission")  under  the
Securities  Act  covering the shares of Common Stock into which this Note may be
converted  (i.e.,  the  Underlying  Shares) with thirty (30) days after the date
hereof; and use its best efforts to cause such registration  statement to become
effective as soon as possible thereafter.  The Company shall not be obligated to
cause to become effective more than one  registration  statement with respect to
the Underlying  Shares. If for any reason,  the registration  statement does not
become  effective on or before the Trigger Date,  then the Holder shall have the
option to reduce the Conversion  Price to the closing sales price as reported by
the NASD on the date that the registration statement does become effective.

                  At any time and from time to time,  the Holder agrees  without
further  consideration,  to take such  actions and to execute  and deliver  such
documents as may be  reasonably  requested by the Company in order to effectuate
the purposes of this  Article  Five  including,  without  limitation,  supplying
information  with  respect to the Holder that may be  necessary  or required for
inclusion in the registration  statement.  In the event that such information or
other material  requested by the Company is not provided to the Company within a
reasonable  period of time following  delivery of written notice requesting such
information,  then the  Company's  obligations  under this Article Five shall be
suspended as to such Holder.

                  The Company will pay all expenses  incurred in complying  with
Article Five hereof, including,  without limitation, all registration and filing
fees (including all expenses incident to filing with the National Association of
Securities Dealers,  Inc.),  reasonable fees and disbursements of counsel to the
Company,  securities  law and  blue sky fees and  expenses  (except  where  such
payment  is  prohibited  by  law or  applicable  regulation).  All  underwriting
discounts  and selling  commissions  applicable  to the sales of the  Underlying
Shares and any state or federal transfer taxes payable with respect to the sales
of the  Underlying  Shares and all fees and  disbursements  of  counsel  for the
Holder,  if any, in each case arising in  connection  with  registration  of the
Underlying Shares under Article Five hereof, shall be payable by the Holder.

                                   ARTICLE SIX

                                  MISCELLANEOUS

                  6.01  Failure or Delay Not Waiver.  No failure or delay on the
part of the Holder  hereof in the  exercise of any power,  right,  or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  6.02 Notices.  Any notice  herein  required or permitted to be
given shall be given by federal express or similar  overnight courier or by same
day courier service or by certified mail,  return receipt  requested,  if to the
Holder, at the address set forth on the first page hereof, or,

If to the Company:

Consolidated Delivery & Logistics, Inc., 380 Allwood Road, Clifton, New Jersey
07012, Attn: General Counsel.

                  6.03  Amendments.  The  term  "Note"  or "this  Note"  and all
reference  thereto,  as  used  throughout  this  instrument,   shall  mean  this
instrument as originally executed or, if later amended or supplemented, then, as
so amended or supplemented.

                  6.04  Assignability.  This  Note  shall  be  binding  upon the
Company,  its successors and assigns,  and shall inure to the benefit of Holder,
its successors  and assigns.  This Note may not be transferred or assigned prior
to July 2,  2000.  This is the  Convertible  Note  issued  pursuant  to an Asset
Purchase Agreement dated this date among the Company, the Holder and others.

                  6.05  Governing  Law.  This Note has been  executed  in and
shall be  governed by the laws of the State of New Jersey.

                  6.06 No Personal Liability.  No officer,  director,
shareholder,  employee,  consultant or agent of the Company shall be personally
liable for repayment of this Note.

                  IN WITNESS  WHEREOF,  the  Company  has caused this Note to be
signed in its name by its duly  authorized  officer and its corporate seal to be
affixed hereto.

                                      CONSOLIDATED DELIVERY & LOGISTICS, INC.



                                      By:  \S\  Albert W. Van Ness, Jr.
                                           Albert W. Van Ness, Jr., Chairman

The  undersigned  hereby  guarantees  payment of the  obligations of the Company
hereunder.





                                      CLICK MESSENGER SERVICE, INC.


                                      By: \S\ Mark Carlesimo
                                          Mark Carlesimo, Vice President



<PAGE>


                                   ASSIGNMENT


                  FOR VALUE RECEIVED ______________________________________

___________________________________________________________________________
hereby sells,  assigns and transfers all of the rights of the undersigned  under
the within Note, with respect to the conversion  thereof into a number of shares
of the Common Stock covered thereby set forth hereinbelow unto:


Name of Address              Address                       No. of Shares


Date:


                                          Signature:___________________

                                          Witness:_____________________


<PAGE>


                               EXERCISE AGREEMENT


                                                          Date:__________

                  The  undersigned,  pursuant to the provisions set forth in the
within Note, hereby irrevocably elects to subscribe for and purchase the maximum
number of shares of the  Company's  Common  Stock as provided  in the Note,  and
makes payment in full  therefore by  conversion  and  application  to the extent
necessary to pay the Conversion Price for such shares of all or each part of the
principal  amount of the Note and  interest due thereon as shall be necessary as
provided in the Note. The  undersigned  hereby  represents and warrants that the
shares of Common Stock to be acquired upon  exercise are being  acquired for its
own  account,  without  any  present  intention  of  reoffering,   reselling  or
distributing  such  Common  Stock,  except  to the  extent  permitted  under the
Securities Act of 1933, as amended.


                                          Signature_____________________

                                          Address_______________________
                                                 
                                                 _______________________
[{"type": "8-K", "sequence": "1", "description": "ASSET ACQUISITION JULY 2, 1998", "secsgml_size_bytes": 141878}]
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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

                   July 2, 1998
    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                                     (Zip Code)
       executive offices)                                      

(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 July 2,  1998,  Consolidated  Delivery  &  Logistics,  Inc.  ("CDL")
         entered into an agreement  (the "Asset  Purchase  Agreement")  with its
         subsidiary,  Click Messenger Service,  Inc. ("Click") and Metro Courier
         Network,  Inc. ("Metro") and Dennis P. Roccaforte,  Metro's controlling
         shareholder,  providing  for the  purchase  of all assets  and  certain
         liabilities  of Metro by Click.  Under the terms of the Asset  Purchase
         Agreement,  the assets included Metro's accounts  receivable,  customer
         list,  machinery  and  equipment,  inventories,  license to use Metro's
         intellectual property assets, prepaid expenses and general intangibles,
         and  the  liabilities   included  trade  payables,   accrued  expenses,
         assumption of equipment and real property  leases and the obligation to
         perform   continuing   services   required  under  acquired   executory
         contracts.

         The purchase  price for the assets was $4.25  million  plus  contingent
         payments,  with $2.5  million in cash and a $1.75  million  convertible
         note (the  "Note").  The Note will bear  interest at the rate of 7% per
         annum, with interest payable quarterly,  and is due July 2001. The Note
         is subordinate to all indebtedness due or to become due to CDL's senior
         lender, First Union Commercial Corporation or its affiliates.  The Note
         is  convertible in its entirety at the option of the holder at any time
         through  July 1, 2001 into fully paid shares of CDL's common stock at a
         conversion  price  of $7 per  share.  The  Note is  convertible  in its
         entirety at the option of CDL when the average  closing  sales price of
         CDL's common stock equals or exceeds $7 per share over a 90 day period.
         In addition,  a contingent  earn out in the  aggregate  amount of up to
         $1,500,000  is payable  to Metro  based on the  achievement  of certain
         financial goals by the newly formed division during the two year period
         following  the  closing.  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. CDL
         financed  the  acquisition  with  proceeds  from its  revolving  credit
         facility with First Union Commercial Corporation.

         The  description  above of the Asset  Purchase  Agreement and 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

                a.   Financial Statement of Business Acquired.

                It is impracticable to provide the required financial statements
                for  Metro  at this  time.  The  statements  will be filed as an
                amendment  to  this  report  on Form  8-K as  soon  as they  are
                prepared  and not  later  than 60 days  after the  deadline  for
                filing this Form 8-K.

                b.   Pro Forma Financial Information

                It is  impracticable to provide the required pro forma financial
                statements for Metro at this time. The statements  will be filed
                as an  amendment  to this report on Form 8-K as soon as they are
                prepared  and not  later  than 60 days  after the  deadline  for
                filing this Form 8-K.

                c.   Exhibits

10.1            Asset Purchase Agreement dated July 2, 1998 by and between
                Consolidated Delivery & Logistics, Inc., Click Messenger
                Service, Inc., Metro Courier Network, Inc. and Dennis
                Roccaforte.

10.2            7% Subordinated Convertible Note Due 2001 of Consolidated
                Delivery & Logistics, Inc.
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:   July 16, 1998               CONSOLIDATED DELIVERY & LOGISTICS, INC.
                                                          (Registrant)

                                     By:  /s/ Albert W. Van Ness, Jr.
                                          Albert W. Van Ness, Jr.
                                          Chairman of the Board, Chief Executive
                                          Officer and Chief Financial Officer
Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

                                      DATED

                               AS OF JULY 2, 1998

                                 BY AND BETWEEN

                    CONSOLIDATED DELIVERY & LOGISTICS, INC.,

                         CLICK MESSENGER SERVICE, INC.,

                           METRO COURIER NETWORK, INC.

                                       AND

                                DENNIS ROCCAFORTE
C6074/1
07/16/988KMET
                                TABLE OF CONTENTS

ARTICLE I - Certain Definitions.............................................1

Section 1.1.      Certain Definitions.......................................1
Section 1.2.      Interpretation............................................6

ARTICLE II - Purchase and Sale of Assets; Assumption of Liabilities;
Additional Covenants........................................................7

Section 2.1.      Purchase and Sale of Assets...............................7
Section 2.2.      Purchase Price............................................7
Section 2.3.      Settlement of the Purchase Price..........................7
Section 2.4.      Allocation of the Purchase Price..........................8
Section 2.5.      Closing...................................................8

ARTICLE III - Representations and Warranties of the Seller..................9

Section 3.1.      Organization and Qualification of the Seller..............9
Section 3.2.      Authorization.............................................9
Section 3.3.      Non-contravention.........................................9
Section 3.4.      No Consents..............................................10
Section 3.5.      The Purchased Assets.....................................10
Section 3.6.      Personal Property........................................10
Section 3.7.      Real Property............................................10
Section 3.8.      Predecessor Status.......................................10
Section 3.9.      Employment Matters; No Collective Bargaining Agreement...11
Section 3.10.     Financial Statements.....................................11
Section 3.11.     Absence of Certain Developments..........................11
Section 3.12.     Governmental Authorizations; Licenses....................12
Section 3.13.     Litigation...............................................12
Section 3.14.     Undisclosed Liabilities..................................13
Section 3.15.     Taxes................................................ ...13
Section 3.16.     Insurance............................................. ..13
Section 3.17.     Environmental Matters....................................13
Section 3.18.     Proprietary Rights.......................................14
Section 3. 19.    Material Customers' Contracts and Commitments............14
Section 3.20.     Accounts Receivable.................................... .15
Section 3.21.     Books and Records........................................15
Section 3.22.     Brokers..................................................15
Section 3.23.     Full Disclosure..........................................15

ARTICLE IV - Representations and Warranties of the Purchaser...............15

Section 4.1.      Organization.............................................15
Section 4.2.      Authorization............................................16
Section 4.3.      Non-contravention........................................16
Section 4.4.      No Consents..............................................16
Section 4.5.      Registration Statement...................................16
Section 4.6.      Brokers..................................................16

ARTICLE V - Covenants and Agreements.......................................16

Section 5.1.      Closing Documents........................................16
Section 5.2.      Transfer and Property Taxes..............................17
Section 5.3.      Non-Competition and Confidentiality Agreement............17
Section 5.4.      Best Efforts; Further Assurances.............. ..........18
Section 5.5.      Employment Matters.......................................19
Section 5.6.      Compliance with Securities Act...........................19

ARTICLE VI - Conditions to Closing.........................................20

Section 6.1.      Mutual Conditions .......................................20
Section 6.2.      Conditions to the Purchaser's Obligations. ..............21
Section 6.3.      Conditions to the Seller's Obligations...................22

ARTICLE VII - Survival of Representations and Warranties; Indemnification..24

Section 7.1.      Survival of Representations and Warranties...............24
Section 7.2.      Indemnification..........................................24
Section 7.3.      Procedures for Claims................................... 24
Section 7.4.      Procedures for Inter-Party Claims........................25

ARTICLE VIII - Miscellaneous...............................................25

Section 8.1.      Notices. ................................................25
Section 8.2.      Expenses. ...............................................26
Section 8.3.      Governing Law; Consent to Jurisdiction. .................26
Section 8.4.      Assignment; Successors and Assigns; No Third Party Rights27
Section 8.5.      Counterparts. ...........................................27
Section 8.6.      Titles and Headings. ....................................27
Section 8.7.      Entire Agreement. .......................................27
Section 8.8.      Amendment and Modification. .............................27
Section 8.9.      Public Announcement. ....................................27
Section 8.10.     Waiver. .................................................27
Section 8.11.     Severability.............................................27
Section 8.12.     No Strict Construction. .................................28
Section 8.13.     Risk of Loss.............................................28

                                    Schedules

Schedule 1.1AL        Assumed Liabilities
Schedule 1.1PA        Purchased Assets
Schedule 3.1          Foreign Qualification
Schedule 3.3          Contravention of Agreements
Schedule 3.4          Consents
Schedule 3.6          Encumbrances
Schedule 3.8          Predecessor Names
Schedule 3.9          Employee List
Schedule 3.10         GAAP Disclosures
Schedule 3.11         Certain Developments
Schedule 3.12         Authorizations
Schedule 3.13         Litigation
Schedule 3.15         Tax Contests
Schedule 3.16         Insurance Policies
Schedule 3.17         Environmental Matters
Schedule 3.18         Proprietary Rights
Schedule 3.19         Material Customers, Contracts and Commitments
Schedule 3.20         Accounts Receivable

                                    Exhibits

Exhibit A         Allocation of Purchase Price (To be delivered post-closing)
Exhibit B         Form of Convertible Note
Exhibit C         Form of Contingent Convertible Notes
ASSET PURCHASE AGREEMENT

                  ASSET  PURCHASE  AGREEMENT,  dated as of July 2, 1998,  by and
between CONSOLIDATED DELIVERY & LOGISTICS, INC., a Delaware corporation ("CDL"),
CLICK MESSENGER SERVICE, INC., a New Jersey corporation (the "Purchaser"), METRO
COURIER NETWORK, INC. a [Massachusetts]  corporation (the "Seller"),  and DENNIS
P. ROCCAFORTE (the "Shareholder").

                              W I T N E S S E T H:

                  WHEREAS,  prior to the date hereof,  the Seller has engaged in
the  small  package  express  delivery  business  and  related  operations  (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, all
of the assets and certain scheduled liabilities relating to the Business, all as
more specifically provided herein; and

                  WHEREAS, the Purchaser is a wholly owned subsidiary of CDL;

                  WHEREAS,  the  Shareholder  is the  controlling  50% 
shareholder of the Seller (with his parents owning the remaining 50%);

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained  herein,   and  intending  to  be  legally  bound,  the  Seller,   the
Shareholder, the Purchaser and CDL 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.

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person who directly or indirectly, through one or more intermediaries, controls,
is  controlled  by, or is under  common  control  with,  such  Person.  The term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting  securities,  by contract or otherwise,  and the
terms "controlled" and "controlling" have meanings correlative thereto.

                  "Agreement" means this Asset Purchase Agreement.

                  "Assumed  Liabilities"  means only the following  liabilities:
(a) trade  payables and accrued  expenses of Seller  originating in the ordinary
course of business and listed on Schedule  1.1AL;  (b) the  obligations  arising
after the  Closing  Date  under the real  estate  leases  and  leases of certain
equipment  listed on Schedule  1.1AL,  and (c) the  obligations of the Seller to
perform,  after the Closing Date,  continuing  services required under executory
contracts  with the customers of Seller  detailed on Schedule 3.19 and which are
expressly  assumed by the Purchaser at the Closing.  No other liabilities are to
be assumed by the Purchaser.

                  "Authorizations" has the meaning ascribed to such term in
Section 3.12.

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

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

                  "Closing" has the meaning ascribed to such term in
Section 2.5.

                  "Closing Date" has the meaning ascribed to such term in
Section 2.5.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Contingent   Convertible  Notes"  means  First  Contingent
Convertible  Note  and  the  Second Contingent Convertible Note.

                  "Conversion  Value"  with  respect to the Common  Stock of CDL
means  $7.00 per share,  as  adjusted  from time to time  after the date  hereof
pursuant to Section 3.06 of the Convertible Note.

                  "Convertible  Note"  means the  promissory  note of CDL in the
principal amount of $1,750,000, bearing interest at the rate of 7% per annum and
convertible into shares of the Common Stock of CDL at the Conversion  Value, all
on the  terms  set  forth in the form of  convertible  note  attached  hereto as
Exhibit B.

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

                  "Division"  shall  mean the  former  business  of the  Seller,
involving  utilization of the Purchased Assets to provide  delivery  services to
the  customers on the Customer  List, as operated by the Purchaser as a separate
profit center.

                  "EBIT" means net earnings before interest and taxes,  computed
in accordance with GAAP.

                  "Encumbrances" has the meaning ascribed to such term in
Section 3.3.

                  "Environmental  Laws" means any federal,  state and local law,
statute, ordinance, rule, regulation, license, permit, authorization,  approval,
consent,  court  order,  judgment,  decree,  injunction,  code,  requirement  or
agreement  with any  Governmental  Authority,  (x) relating to pollution (or the
investigation  or  cleanup  thereof or the filing of  information  with  respect
thereto),  human health or the protection of air,  surface water,  ground water,
drinking water supply,  land (including  land surface or subsurface),  plant and
animal life or any other natural resource, or (y) concerning exposure to, or the
use, storage,  recycling,  treatment,  generation,  transportation,  processing,
handling, labeling, production or disposal of Regulated Substances, in each case
as amended and as now or hereafter in effect.

                  "Excluded  Liabilities"  means  any  and  all  liabilities  or
obligations  of the Seller or of the  Affiliates  of the Seller,  of any kind or
nature,  whether or not relating to the Business or the  Purchased  Assets,  and
whether known or unknown, absolute, accrued, contingent or otherwise, or whether
due or to become due,  arising out of events or  transactions or facts occurring
on, prior to, or after the Closing  Date,  other than Assumed  Liabilities,  but
specifically   including  as  Excluded   Liabilities  all  amounts  due  to  the
Shareholder  or any  related  or  Affiliated  party  and  all  expenses  of this
transaction.

                  "Financial Statements" has the meaning ascribed to such term
in Section 3.10.

                  "First Benchmark" shall mean $1,085,000.

                  "First  Contingent  Convertible  Note"  means  the  contingent
promissory  note  of CDL in the  principal  amount  of up to  $375,000,  bearing
interest  at the rate of 0% per annum  until the date ninety (90) days after the
last  day of the  First  Measurement  Period  and 7% per  annum  thereafter  and
convertible  (after  the  date  ninety  (90)  days  after  the end of the  First
Measurement  Period) at fair market  value (as  defined in the First  Contingent
Convertible  Note) on the date that notice of  conversion is given to or by CDL,
all on the terms set forth in the form of note attached hereto as Exhibit C-1.

                  "First Sum" and  "Second  Sum" have the  meanings  ascribed to
such terms in Section 2.3.

                  "First Measurement  Period" shall mean a period of twelve (12)
consecutive calendar months, beginning on the Selected Date.

                  "First  Period  Synergy  Savings"  means  the  cost  reduction
savings during the First Measurement  Period achieved by the Northeast  Division
of CDL (but excluding the Division) from payroll  reductions,  occupancy expense
reductions,  vehicle  expense  reductions  and the like which are created solely
through the efforts of the Shareholder.  It is the intent of this definition and
the  definition of Second Period  Synergy  Savings that savings which impact the
financial results of the Division shall NOT be included as Synergy Savings.

                  "GAAP" means generally  accepted  accounting  principles as in
effect in the United States on the date of this Agreement.

                  "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.

                  "Material  Adverse Change" means a material  adverse change in
the Business of the Seller, or in the financial condition, results of operations
or prospects  (financial  and other) of the Seller's  Business or the  Purchased
Assets.

                  "NMS" means the Nasdaq National Market System.

                  "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.

                  "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 all assets  used in the  conduct of the  Business,  wherever  located,
whether tangible or intangible (including,  without limitation,  goodwill).  The
Purchased Assets include, without limitation, the following:

                  (a)      all cash,  accounts  receivable and notes  receivable
and all reserves  related thereto, deposits, advances and manufacturer and
supplier rebates (the "Accounts Receivable");

                  (b) a list of all customers with whom the Seller (i) currently
does  business,  (ii) will do  business  between the date hereof and the date of
Closing,  or (iii) has done business with since January 1, 1996,  which customer
list shall  include  names,  addresses,  contact  persons,  and  telephone  (the
"Customer List");

                  (c) all rights of the Seller to  transact  business  with such
current,  former or future  customers on the Customer List, all rights under any
executory  contract,  agreement or purchase  order form, or contract  with,  any
customer on the Customer List or supplier,  related to the Business to which the
Seller or any of its  Affiliates  is a party that is designated on Schedule 3.19
including  an  assignment  of any  contracts  listed on Schedule  3.19 between a
customer on the Customer List or supplier, and the Seller;

                  (d) the machinery and  equipment  (including  spare parts) and
business machines,  automobiles,  trucks, trailers,  fork-lift trucks, and other
vehicles, furniture,  fixtures, supplies, capital improvements in process, tools
and all other tangible personal property employed in the conduct of the Business
or owned by the Seller, including those assets listed on Schedule 1.1PA;

                  (e)      all  inventories,   including,  supplies  and
packaging  and  shipping  materials  (the "Inventory");

                  (f)      all authorizations,  consents,  approvals,  licenses,
orders,  permits,  exemptions of, filings or registrations with, any
Governmental Authority;

                  (g) all patents,  patent  registrations,  patent applications,
trademarks,   service  marks,  trademark  and  service  mark  registrations  and
applications   therefor,   copyrights,   copyright   registrations,    copyright
applications,  technology, inventions, computer software, data and documentation
(including  electronic  media),  product  drawings,  trade  secrets,   know-how,
customer  lists,   processes,   other  intellectual   property  and  proprietary
information  or rights  related to or used in the conduct of the  Business;  and
permits,  licenses or other  agreements to or from third  parties  regarding the
foregoing (the "Proprietary Rights");

                  (h)      use of the corporate name and logo for Metro Courier
Network;

                  (i)      all telephone numbers in the name of the Seller or
used in the Business;

                  (j)      all prepaid rentals,  deposit (including security
deposits),  advances and other prepaid expenses; and

                  (k) all other  assets  used in the  conduct  of the  Business,
whether  or not  reflected  on the books and  records of the  Seller,  including
without  limitation,   the  Business  as  a  going  concern,  its  goodwill  and
franchises,  its rights to insurance  proceeds  with respect to its assets,  its
restrictive  covenants and obligations of present and former employees,  agents,
representatives,  independent  contractors and others, all books, records, files
and papers relating to, or necessary to the conduct of, the Business,  including
without limitation,  operating and training manuals, computer programs,  manuals
and  data,  catalogs,   quotations,   bids,  sales  and  promotional  materials,
correspondence,  trade  association  memberships  (to the extent  transferable),
research and development  records,  prototypes and models,  lists of present and
former suppliers,  customer credit information,  customers' pricing information,
business plans, studies and analyses,  whether prepared by the Seller or a third
party, relating to the Business, books of account,  accounting records and other
records relating to the Business.

                  "Regulated   Substances"   means   pollutants,   contaminants,
hazardous  or toxic  substances,  compounds or related  materials or  chemicals,
hazardous materials,  hazardous waste, flammable explosives (including,  but not
limited  to radon,  radioactive  materials,  asbestos,  urea  formaldehyde  foam
insulation  and  polychlorinated  biphenyls),   medical  waste  or  by-products,
petroleum and petroleum products (including, but not limited to, waste petroleum
and petroleum products) as regulated under applicable Environmental Laws.

                  "SEC" has the meaning ascribed to such term in  Section 5.12.

                  "SEC Documents" has the meaning ascribed to such term in
Section 5.6.

                  "Second Benchmark" shall mean $1,248,000.

                  "Second  Contingent  Convertible  Note"  means the  contingent
promissory  note  of CDL in the  principal  amount  of up to  $375,000,  bearing
interest  at the rate of 0% per annum  until the date ninety (90) days after the
last day of the  Second  Measurement  Period  and 7% per  annum  thereafter  and
convertible  (after  the date  ninety  (90)  days  after  the end of the  Second
Measurement  Period) at fair market  value (as defined in the Second  Contingent
Convertible  Note) on the date that notice of  conversion is given to or by CDL,
all on the terms set forth in the form of note attached hereto as Exhibit C-2.

                  "Second Measurement Period" shall mean a period of twelve (12)
consecutive  calendar months,  beginning on the date one year after the Selected
Date.

                  "Second  Period  Synergy  Savings"  means  the cost  reduction
savings during the Second  Measurement Period achieved by the Northeast Division
of CDL (but excluding the Division) from payroll  reductions,  occupancy expense
reductions,  vehicle  expense  reductions  and the like which are created solely
through the efforts of the Shareholder.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Selected  Date" means the first day of any calendar  month in
the period from July 1, 1998  through  June 1, 1999 which is  designated  by the
Shareholder  as the  "Selected  Date" in writing to the Purchaser on or prior to
June 1,  1999.  If no such  Selected  Date is  chosen  by the  Shareholder,  the
Selected Date shall be deemed to be June 1, 1999.

                  "Seller's  Accountant" means Leonard,  Mulherin & Greene,  the
firm of independent  certified  public  accountants  which has audited  Seller's
books and records.

                  "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.

                  "Working   Capital"   means   current   assets  less   current
liabilities, as defined in GAAP.

                  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;
                              Additional Covenants

                  Section 2.1.  Purchase and Sale of Assets.  Upon the terms and
subject  to  the   conditions  of  this  Agreement  and  on  the  basis  of  the
representations,  warranties and agreements contained herein, at the Closing (as
defined in Section 2.5),  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.  EXCEPT AS  OTHERWISE  EXPRESSLY
PROVIDED IN THIS AGREEMENT,  THE PURCHASER IS NOT ASSUMING,  NOR SHALL IT IN ANY
MANNER BECOME LIABLE FOR, ANY  LIABILITIES  OR OBLIGATIONS OF ANY KIND OR NATURE
WHATSOEVER OF THE SELLER OR ITS AFFILIATES.

                  Section 2.2.  Purchase Price.

                           (a)   The aggregate  purchase price (the  "Purchase
Price") to be paid by the Purchaser for the  Purchased  Assets  shall be
$4,250,000  plus the  contingent  payments pursuant to Section 2.3(b) and (c).

                           (b)   Seller  represents  and  warrants  that (i) all
assets  on its  balance  sheet at December  31, 1997  remain as assets at the
Closing  Date except for de minimis sales in the ordinary course and (ii) its
Working Capital at the Closing Date is not less than its Working Capital at
December 31, 1997.

                  Section  2.3.  Settlement  of the Purchase  Price.  (a) On the
Closing Date, the Purchaser  shall pay the Seller the Purchase Price by delivery
of  (a) a  check  or  wire  transfer  in the  sum of  $2,500,000,  and  (b)  the
Convertible  Note in the principal  amount of $1,750,000  and (c) the Contingent
Convertible  Notes  in  the  aggregate  contingent  principal  amount  of  up to
$750,000.

                           (b)   First  Period  Earn Out.  (i) On or before  the
date forty-five  (45) days after the end of the First  Measurement  Period,  CDL
shall determine:  (A) the EBIT of the Division for the First Measurement Period,
to be computed in accordance  with GAAP,  except that EBIT shall be reduced by a
corporate  charge equal to two (2%) of the gross revenues of the Division during
the First  Measurement  Period and (B) the First Period Synergy Savings.  If (x)
the sum of the amounts  described  in clause (A) and (B) (the "First  Sum") does
not exceed the First Benchmark, or (y) the First Sum exceeds the First Benchmark
but the closing  sales price of CDL's Common Stock as reported on the NMS on the
date thirty (30) days after the end of the First Measurement Period) (the "First
Period Price"), is less than the Conversion Value and the Purchaser has made the
payment  required  by  (b)(ii)  below,  then the  principal  amount of the First
Contingent  Convertible  Note shall be  automatically  reduced by Three  Hundred
Seventy-Five  Thousand ($375,000) Dollars,  from $375,000 to zero, and the First
Contingent Convertible Note shall be discharged in full and canceled.

                           (ii)  If  the  First  Sum  equals  or  exceeds  the
First Benchmark after the First Measurement Period, then the Purchaser shall pay
the Seller  either (x)  $750,000 in cash (if the First Period Price is less than
the Conversion  Value) or (y) $375,000 in cash (if the First Period Price equals
or exceeds the  Conversion  Value) plus the  conversion  rights  under the First
Contingent Convertible Note.

                           (c)   Second  Period  Earn Out.  (i) On or before
the date  forty-five (45) days after the end of the Second  Measurement  Period,
CDL shall  determine:  (A) the EBIT of the Division  for the Second  Measurement
Period,  to be  computed  in  accordance  with GAAP,  except  that EBIT shall be
reduced by a  corporate  charge  equal to two (2%) of the gross  revenues of the
Division during the Second  Measurement Period and (B) the Second Period Synergy
Savings.  If (x) the sum of the amounts in clause (A) and (B) above (the "Second
Sum") does not exceed the Second  Benchmark,  or (ii) if the Second Sum  exceeds
the Second  Benchmark  but the  closing  sales  price of CDL's  Common  Stock as
reported  on the NMS on the date  thirty  (30) days  after the end of the Second
Measurement  Period (the "Second  Period  Price"),  is less than the  Conversion
Value and the Purchaser has made the payment required by (c)(ii) below, then the
principal   amount  of  the  Second   Contingent   Convertible   Note  shall  be
automatically reduced by Three Hundred Seventy-Five Thousand ($375,000) Dollars,
from  $375,000  to zero,  and the Second  Contingent  Convertible  Note shall be
discharged in full and canceled.

                           (ii) If the  Second  Sum  equals or  exceeds  the
Second Benchmark after the Second Measurement  Period,  then the Purchaser shall
pay the Seller  either (x) $750,000 in cash (if the Second  Period Price is less
than the  Conversion  Value) or (y) $375,000 in cash (if the Second Period Price
equals or exceeds the Conversion Value).

                           (d)      General  Earn Out  Provisions.  CDL shall
cause the books and  records  of the  Division  to be  maintained  as a separate
profit center  during the First  Measurement  Period and the Second  Measurement
Period,  so that the  amounts  due  pursuant  to the  Contingent  Payment can be
determined. All determinations by CDL's independent public accountants hereunder
shall be final and binding absent manifest error.

                  Section 2.4.  Allocation of the Purchase  Price.  The Purchase
Price shall be allocated as set forth in Exhibit A hereto.  The Purchaser,  CDL,
the  Shareholder  and the  Seller  shall use such  allocation  in  filing  their
respective Internal Revenue Service Form 8594s and any other tax filings.

                  Section  2.5.   Closing.   The  closing  of  the  transactions
contemplated  hereby (the  "Closing")  shall take place at the offices of CDL at
380  Allwood  Road,  Clifton  New  Jersey  07012 on July 2, 1998 at 11:00  a.m.,
effective as of the commencement of business on that date, or at such other time
and date  thereafter as the Purchaser,  CDL, the Seller and the  Shareholder may
mutually agree, which date shall be referred to as the "Closing Date".

                                   ARTICLE III

       Representations and Warranties of the Seller and the Shareholder

                  The Seller and the Shareholder jointly and severally represent
and warrant to the Purchaser and CDL as follows:

                  Section 3.1. 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  Massachusetts,  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,  and is duly  qualified  to do business as a
foreign  corporation  and is in good standing in each  jurisdiction in which the
Seller is  currently  conducting  the  Business  or where the  failure  to be so
qualified and in good standing  would not  reasonably be expected to result in a
Material  Adverse  Change.  Each  jurisdiction  in which the Seller conducts the
Business is listed on Schedule 3.1. The  Shareholder is the sole the Shareholder
of the Seller. The Seller has no subsidiary corporations.

                  Section  3.2.  Authorization.  The  Seller  has full power and
authority,  corporate  and other,  to execute and deliver  this  Agreement,  the
instruments  of transfer  and other  documents  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, to the extent appropriate,  the Shareholder and
constitutes  or, at the time of delivery  will  constitute,  a valid and binding
agreement  of the  Seller or the  Shareholder,  as the case may be,  enforceable
against the Seller  and/or the  Shareholder,  as the case may be, in  accordance
with its terms.

                  Section 3.3. Non-contravention.  Except as otherwise set forth
in Schedule 3.3,  neither the  execution  and delivery of this  Agreement or the
instruments of transfer nor the performance by the Seller and the Shareholder of
their  respective  obligations  hereunder and thereunder will (i) contravene any
provision  contained in the Seller's  Certificate of  Incorporation  or By-laws,
copies of which  previously  have been  delivered to the Purchaser and CDL, (ii)
result in a material  breach  (with or without the lapse of time,  the giving of
notice or both) of or  constitute  a material  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 or the Shareholder is a party or by which either is bound or
to which any of either 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,  or (iv) result in
the  acceleration  of, or permit any  Person to  accelerate  or declare  due and
payable prior to its stated maturity, any liability.

                  Section 3.4. No Consents. Except as set forth in Schedule 3.4,
no notice to, filing with, or authorization,  registration,  consent or approval
of any  Governmental  Authority  or to the best  knowledge  of the Seller or the
Shareholder,   other  Person  is  necessary  for  the  execution,   delivery  or
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated  hereby by the Seller or the  Shareholder and the assignment of the
benefits of any material agreements of Seller to the Purchaser.

                  Section 3.5. The Purchased  Assets.  No third party (including
any Affiliate) owns or has any interest by lease, license or otherwise in any of
the Purchased Assets, except for the lessor under the equipment leases listed on
Schedule 1.1AL.  After the Closing,  the Purchaser will have good and marketable
title to the Purchased Assets, free and clear of all Encumbrances.

                  Section 3.6. Personal Property.  Except as otherwise set forth
in Schedule 3.6, 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.  To the best knowledge of Seller and
the  Shareholder,  all  machinery,  equipment,  furniture,  fixtures  and  other
personal  property used in the Business and included in the Purchased  Assets is
in good  operating  condition  and fit for  operation in the ordinary  course of
business  (subject to normal wear and tear) with no defects that could interfere
with the conduct of normal operations of such equipment, furniture, fixtures and
other  personal  property  and are  suitable for the purposes for which they are
currently being used.

                  Section 3.7. Real  Property.  The Seller does not own any real
property or real estate.  Seller has delivered  true and complete  copies of its
real property leases for its Business  premises  located at 175 Bay State Drive,
Braintree,  Massachusetts and 576 Mammoth Road, Londonderry,  New Hampshire (the
"Leased Real  Property")  which is its only real estate lease.  The Seller is in
compliance  with all terms and  conditions  of such  leases and is subject to no
past due  obligations  or  contingent  liabilities  in  respect  of such  leased
premises.  To the best  knowledge  of Seller and the  Shareholder,  the landlord
under such leases also are in compliance  with the terms and  conditions of such
leases. Seller has received any and all consents necessary to assign such leases
to the Purchaser and has given all required notifications.  The Seller has valid
leasehold title to the Leased Real Property, free and clear of all Encumbrances.
To the best knowledge of Seller and the Shareholder,  all plants, structures and
buildings leased by of the Companies are in good operating condition and fit for
operation in the ordinary  course of business  (subject to normal wear and tear)
with no  structural or other  defects that could  interfere  with the conduct of
normal operations of such facilities and are suitable for the purposes for which
they are  currently  being  used.  To the best  knowledge  of the Seller and the
Shareholder,   the  Seller  is  not  in  violation  of  any  building,   zoning,
anti-pollution,   health,   occupational  safety  or  other  law,  ordinance  or
regulation regarding its plants, structures and equipment or their operations.

                  Section 3.8.  Predecessor Status. Set forth in Schedule 3.8 is
a listing of all names of all predecessor companies of the Seller, including the
names of any entities from whom within the last five years the Seller previously
acquired  significant assets. The Seller has never been a subsidiary or division
of another  corporation or a part of any acquisition  which was later rescinded.
The  Seller  was  formed on March 5, 1992 and has never  been known by any other
name.

                  Section 3.9.  Employment  Matters;  No  Collective  Bargaining
Agreement. (a) It has no employee benefit plans of any kind or nature (including
but  not  limited  to  plans  under  ERISA)  except  for  a  401(k)  plan  and a
contributory  employee  health and life  insurance  plan.  The Purchaser and CDL
shall have no obligation under or related to either such plan to any employee of
the Seller  hired by the  Purchaser.  There are no  employment  or  compensation
agreements  with any  employees of the Seller.  All  employees of the Seller are
employees-at-will.

                  (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  Shareholder's or the Seller's  knowledge,  is
any organization campaign to establish such representation in progress. There is
no pending or, to the Shareholder's or the Seller's knowledge,  threatened labor
dispute  involving  the  Seller,  the  Seller  has  not  experienced  any  labor
interruption,  strike, slowdown, picketing, work stoppage or other labor dispute
over the past three years, nor to the  Shareholder's or the Seller's  knowledge,
has any  application or complaint  about the Seller been filed by an employee or
any union with the National Labor  Relations  Board or any  comparable  state or
local agency since inception and the Seller considers its relationship  with its
employees to be good. The Seller is not bound by nor subject to (and none of its
assets or properties are bound by or subject to) any arrangement  with any labor
union.

                  (c) Schedule 3.9c contains a true and complete list as of July
1, 1998 of the employees currently employed by the Seller,  indicating the title
or  position  of  each  and a  description  of any  agreements  concerning  such
employees and the current compensation payable by the Seller to each employee.

                  Section 3.10. Financial Statements.  The Seller has previously
delivered unaudited financial  statements and will shortly after Closing furnish
to the  Purchaser,  on an audited  basis,  (i) a true and  complete  copy of the
Seller's  balance  sheet as of December 31, 1997 and the related  statements  of
earnings  and cash flows for the fiscal year ended  December 31, 1997 with notes
thereto,  audited by Sellers'  Accountants which are set forth on Schedule 3.10,
and (ii) a true and complete copy of the Seller's  unaudited balance sheet as of
May 31, 1998 and the related unaudited statements of earnings and cash flows for
the five months then ended,  certified by the Seller's chief  financial  officer
(collectively,  the "Financial Statements").  The Financial Statements have been
prepared in conformity with GAAP,  applied on a consistent  basis throughout the
respective  periods and present  fairly in all material  respects the  financial
condition  and  results of  operations  of the Seller as of and for the  periods
included therein.

                  Section 3.11. Absence of Certain  Developments.  Except as set
forth in Schedule  3.11,  since May 31,  1998,  there has not been any  Material
Adverse Change,  or any development which could reasonably be expected to result
in a prospective Material Adverse Change.  Except as set forth in Schedule 3.11,
since May 31, 1998,  the Seller has  conducted  the Business in the ordinary and
usual  course  consistent  with past  practices  and has not (i)  sold,  leased,
transferred  or  otherwise  disposed of any of the assets of the Business to any
Person, including,  without limitation, the Shareholder (other than dispositions
in the  ordinary  course  of  business  consistent  with past  practices),  (ii)
breached, terminated or amended in any material respect any contract or lease to
which the  Seller is a party or to which it is bound or to which its  properties
are subject,  (iii) suffered any material loss, damage or destruction whether or
not  covered by  insurance,  (iv) made any change in the  accounting  methods or
practices  it follows,  whether  for  general  financial  or tax  purposes,  (v)
incurred any liabilities (other than in the ordinary course of business) none of
which individually or in the aggregate, are material, (vi) incurred,  created or
suffered to exist any Encumbrances on the Purchased Assets, (vii) made any plan,
agreement or arrangement granting any preferential rights to purchase or acquire
any of the Purchased Assets or requiring consent of any party to the transfer of
the  Purchased  Assets  or  assignment  of the  accounts  to be  assumed  by the
Purchaser (as detailed on Schedule  3.19),  (viii)  entered into any contract or
other  agreement  requiring  the Seller to make payments in excess of $5,000 per
annum,  individually  or in the aggregate,  other than in the ordinary course of
business  consistent with past practices,  or (ix) entered into any agreement to
do any of the foregoing.

                  Section  3.12.  Governmental  Authorizations;   Licenses.  The
Business has been operated to the best  knowledge of Seller and the  Shareholder
in compliance with all applicable laws, rules,  regulations,  codes, ordinances,
orders, policies and guidelines of all Governmental  Authorities,  including but
not limited to, those related to:  pricing,  sales or  distribution of products,
antitrust, trade regulation,  trade practices,  sanitation, land use and similar
laws. The Seller has all permits,  licenses,  approvals,  certificates,  titles,
fuel permits, franchises,  operating authorities (including any necessary FAA or
ICC operating authorities),  state operating licenses or registrations and other
interstate or intrastate regulatory licenses and other  authorizations,  and has
made all  notifications,  registrations,  certifications  and  filings  with all
Governmental  Authorities,  necessary  or  advisable  for the  operation  of the
Business  as  currently  conducted  by  the  Seller,  except  for  those  which,
individually or in the aggregate could not reasonably be expected to result in a
Material Adverse Change.  There is no action,  case or proceeding pending or, to
the Shareholder's or Seller's best knowledge after due investigation, threatened
by any Governmental  Authority with respect to (i) any alleged  violation by the
Seller or its Affiliates of any law, rule, regulation,  code, ordinance,  order,
policy or guideline of any Governmental  Authority,  or (ii) any alleged failure
by the  Seller  or  its  Affiliates  to  have  any  permit,  license,  approval,
certification or other  authorization  required in connection with the operation
of the  Business.  No notice of any  violation of such laws has been received by
the Seller,  any Affiliate of the Seller or the Shareholder.  Schedule 3.12 sets
forth  a true  and  complete  list  of all of the  Seller's  permits,  licenses,
approvals, certificates,  registrations and other authorizations relating to the
Business  (the  "Authorizations").  Such  Authorizations  are in full  force and
effect and neither the Seller nor the Shareholder have received  notification of
the  suspension or  cancellation  of, or the intent to cancel,  terminate or not
renew,  any thereof.  The  Shareholder and the Seller have no grounds to believe
that any of the authorizations  listed on Schedule 3.12 will not be transferable
to the Purchaser.

                  Section  3.13.  Litigation.  Except as otherwise  set forth in
Schedule 3.13, there are no lawsuits,  actions,  proceedings,  claims, orders or
investigations  by or  before  any  Governmental  Authority  pending  or, to the
Shareholder's  or the Seller's  knowledge,  threatened  against the Seller,  its
Affiliates or the Shareholder relating to the Business, the Purchased Assets, or
seeking to enjoin the transactions  contemplated  hereby and, there are no facts
or  circumstances  known to the Shareholder or the Seller that could result in a
claim for  damages  or  equitable  relief  which,  if decided  adversely,  could
reasonably be expected to result in a Material  Adverse Change,  individually or
in the aggregate.

                  Section  3.14.  Undisclosed  Liabilities.   Other  than  those
reflected  in  the  Financial   Statements  or  Schedule  1.1AL,  there  are  no
liabilities  of the Seller of any kind or nature  whatsoever,  whether  known or
unknown, absolute, accrued, contingent or otherwise, or whether due or to become
due,  other than  liabilities  incurred in the  ordinary  course of business and
consistent with past practices since the date of the Financial Statements,  and,
to the best  knowledge of Seller and the  Shareholder,  there exists no facts or
circumstances  (other than general economic conditions) that could reasonably be
expected to result in any such liability.

                  Section 3.15.  Taxes. All federal,  state,  county,  local and
foreign tax returns  and  reports of the Seller or any  Affiliate  of the Seller
required to be filed  which  relate to or affect the  Business or the  Purchased
Assets have been duly filed. To the best knowledge of Seller or the Shareholder,
there are no  examinations  in progress or claims  against  Seller for  federal,
state,  local and other taxes (including  penalties and interest) for any period
or periods and no notice of any claim for taxes,  whether  pending or threatened
has been received.  All federal,  state,  county,  local,  foreign and any other
taxes  (including all income,  withholding  and employment  taxes),  assessments
(including  interest and penalties),  fees and other  governmental  charges with
respect to the employees, properties, assets, income or franchises of the Seller
or any  Affiliate  of the Seller  relating to or  affecting  the Business or the
Purchased  Assets have been paid or duly provided for, or are being contested in
good faith by appropriate proceedings as disclosed on Schedule 3.15 and adequate
reserves  therefor have been established  pursuant to GAAP, or have arisen after
the date hereof in the ordinary course of business.
There are no tax liens on any of the Purchased Assets.

                  Section 3.16.  Insurance.  At all times prior to the execution
of this Agreement, the Seller has maintained certain insurance policies covering
the Purchased Assets and the Business.  Such insurance policies are currently in
full  force and have  remained  in full force and effect  through  the  Closing.
Schedule 3.16 lists all insurance  policies in effect with respect to the Seller
or its Business during the past three (3) years,  showing,  as to each policy or
binder, the carrier,  policy number,  coverage limits,  expiration dates, annual
premiums,  deductibles or retention levels and a general description of the type
of coverage provided.

                  Section 3.17.  Environmental  Matters.  Except as set forth on
Schedule  3.17,  (i) to the best  knowledge of Seller and the  Shareholder,  and
without inquiry, the Business is being and has been conducted in compliance with
all  Environmental   Laws,  (ii)  to  the  best  knowledge  of  Seller  and  the
Shareholder,  the Business has, and at all times has had, all permits,  licenses
and other approvals and authorizations  required under applicable  Environmental
Laws for the  operation  of the  Business,  (iii)  neither  the  Seller  nor the
Shareholder  have received any notice from any  Governmental  Authority that the
Seller  or any of its  Affiliates  may be a  potentially  responsible  party  in
connection  with  any  waste  disposal  site  or  facility  used,   directly  or
indirectly,  by or otherwise related to the Business,  (iv) no reports have been
filed,  or have been  required  to be filed,  by the Seller or the  Shareholder,
concerning  the  release of any  Regulated  Substance  or the  violation  of any
Environmental Law, on or at the properties used in the Business;  (v) there have
been no environmental investigations,  studies, audits, tests, reviews, or other
analyses  conducted  by or which  are in the  possession  of the  Seller  or any
Affiliate of the Seller  relating to the Business,  true and complete  copies of
which have not been delivered to the Purchaser and CDL prior to the date hereof,
(vi) to the best  knowledge  of the Seller  and the  Shareholder,  no  Regulated
Substance has been disposed of,  transferred,  released or transported  from the
Seller's   business   premises,   other  than  as  permitted  under   applicable
Environmental   Law   pursuant   to   appropriate   regulations,    permits   or
authorizations,  and  (vii)  there  are no  civil,  criminal  or  administrative
actions, suits, demands, claims,  hearings,  investigations or other proceedings
pending  or, to the best  knowledge  of Seller and the  Shareholder,  threatened
against the  Business or the Seller or any  Affiliate of the Seller with respect
to the Business or the Purchased  Assets relating to any violations,  or alleged
violations, of any Environmental Law.

                  Section 3.18.  Proprietary  Rights. (a) Except as disclosed in
Schedule  3.18,  the Seller owns and possesses all right,  title and interest in
the  Proprietary  Rights.  Upon  consummation of the  transactions  contemplated
hereby, the Purchaser will own all right, title and interest in, the Proprietary
Rights.  The Seller has taken all  necessary or desirable  action to protect the
Proprietary Rights and the transactions contemplated by this Agreement will have
no material  adverse  effect on the  Seller's  right,  title and interest in the
Proprietary Rights.

                  (b) No claim  by any  third  party  contesting  the  validity,
enforceability,  use or ownership of any  Proprietary  Rights has been made,  is
currently pending or, to the Seller's knowledge,  is threatened.  The Seller has
not  received  any  notice of,  nor is it aware of any fact  which  indicates  a
likelihood of, any  infringement or  misappropriation  by, or conflict with, any
third party with respect to any of the Proprietary Rights. To the best knowledge
of the Seller and the Shareholder, the Seller has not infringed, misappropriated
or otherwise conflicted with any rights of any third parties, nor is it aware of
any infringement,  misappropriation  or conflict which will occur as a result of
the continued operation of the Business as now conducted.

                  Section 3.19. Material  Customers,  Contracts and Commitments.
(a) Except to the extent set forth a Schedule  3.19, no one customer or group of
related  customers  of the  Seller  account  for  more  than 5% of the  Seller's
revenues.  Except to the  extent  set forth on  Schedule  3.19,  (i) none of the
Seller's  customers  with  revenues  greater than 5% of the total  revenues have
canceled or substantially reduced or, to the knowledge of the Shareholder or the
Seller are currently attempting or threatening to cancel or substantially reduce
service  and (ii) the Seller has  complied  with all  material  commitments  and
obligations  pertaining  to them,  to the best of Seller's or the  Shareholder's
knowledge  respectively,  and is not in  default  under any such  contracts  and
agreements and no notice of default has been  received.  Schedule 3.19 lists the
ten (10) largest customers (in terms of sales) of the Seller for the fiscal year
ended December 31, 1997 and the first quarter of 1998 the revenues received from
each such customer during fiscal 1997 and the first quarter of 1998.

                  (b) Except as  disclosed in Schedule  3.19,  the Seller is not
in, nor has the Seller  given or  received  notice of, any  material  default or
claimed,  purported or alleged material  default,  or facts that, with notice or
lapse of time, or both,  would  constitute a material 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.

                  (c)  Seller has no written contracts with its customers.

                  Section 3.20. Accounts Receivable.  Schedule 3.20 sets forth a
true and  complete  listing of all  Accounts  Receivable  and an aging  schedule
reflecting the aggregate  amount of all Accounts  Receivable  outstanding at May
31,  1998 and at a date  within 5 days of the date  hereof  (i) 30 days or less,
(ii)  more than 30 days but less  than or equal to 60 days,  (iii)  more than 60
days but less than or equal to 90 days and,  (iv) more than 90 days.  All of the
Accounts  Receivable have arisen in the ordinary and regular course of business,
represent bona fide  transactions  with third parties and are not subject to any
material  counterclaims or material offsets (except for those for which adequate
reserves have been  established in accordance  with GAAP),  have been billed and
are collectible within 90 days of the date created.

                  Section 3.21. Books and Records.  The books and records of the
Seller,  including  financial  records and books of account,  are  complete  and
accurate  and have been  maintained  in  accordance  with  GAAP,  to the  extent
applicable, and sound business practices.

                  Section 3.22.  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 or the  Shareholder  in connection  with this Agreement or any of the
transactions contemplated hereby.

                  Section 3.23. Full Disclosure.  No  representation or warranty
made by the  Shareholder  or the Seller in this  Agreement,  any  Schedule,  any
Exhibit or any certificate delivered, or to be delivered, by or on behalf of the
Seller or the  Shareholder  pursuant  hereto contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary to make the  statements  contained  herein or therein not  misleading.
There is no fact or  circumstance  that the  Shareholder  or the  Seller has not
disclosed to the Purchaser and CDL in writing that the Shareholder or the Seller
presently  believe has resulted in a Material Adverse Change or could reasonably
be  expected to have a material  adverse  effect on the ability of the Seller or
the  Shareholder  to perform  their  obligations  under this  Agreement  and the
instruments of transfer.

                                   ARTICLE IV

             Representations and Warranties of the Purchaser and CDL

                  The  Purchaser and CDL represent and warrant to the Seller and
the Shareholder as follows:

                  Section  4.1.  Organization.  The  Purchaser  and CDL are each
corporations  duly  organized,  validly  existing and in good standing under the
laws of the State of New Jersey and Delaware,  respectively  and have full power
and authority,  corporate and other, to own their respective property and assets
and to carry on their respective  businesses as presently conducted except where
the failure to be so qualified  would not have material  adverse effect on their
respective businesses.

                  Section 4.2.  Authorization.  The  Purchaser and CDL have full
power and authority,  corporate and other, to execute and deliver this Agreement
and to perform their respective  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 CDL and constitute or, at the time of delivery will constitute,  a
valid and binding  agreement of the Purchaser and CDL,  enforceable  against the
Purchaser and CDL in accordance with its terms.

                  Section 4.3. Non-contravention.  Neither the Purchaser nor CDL
is subject to any provision of their respective Certificates 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 and CDL.

                  Section  4.5.  SEC  Documents.   Seller  and  the  Shareholder
acknowledge  receipt of the SEC  Documents.  The SEC  Documents  adequately  and
correctly  describe the business of CDL as at their  respective  dates,  and the
Seller may rely  thereon.  There has been no material  change in the business or
financial  condition of CDL since May 15, 1998. The SEC Documents do not contain
any  untrue  statement  of a  material  fact nor omit to state a  material  fact
necessary to make the statements contained therein not misleading.

                  Section  4.6.  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.

                                    ARTICLE V

                            Covenants and Agreements

                  Section 5.1.  Closing  Documents.  The  Shareholder and Seller
shall,  prior to or on the Closing  Date,  execute and  deliver,  or cause to be
executed and delivered to the  Purchaser  and CDL, the documents or  instruments
described  in Section  6.2.  The  Purchaser  and CDL  shall,  prior to or on the
Closing Date, execute and deliver, or cause to be executed and delivered, to the
Seller and the  Shareholder,  the documents or instruments  described in Section
6.3.

                  Section 5.2. 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 and shall promptly provide the
Purchaser and CDL with evidence of the payment of such taxes and fees.

                  (b) The  Shareholder  or 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 and CDL 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 Purchased Assets or the operation of the Business due
with respect to the tax returns referred to in (i) and (ii) above. The Purchaser
and/or  CDL  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 and shall be liable for and
pay all taxes due in respect of such tax returns.

                  Section  5.3.  Non-Competition  and  Confidentiality
Agreement.  For a period  of  three  (3)  years  after  the  Closing  Date,  the
Shareholder and the Seller will not directly or indirectly:

                                    (i)  engage  in the small  package  delivery
                  business in  competition  with the  Purchaser or CDL or any of
                  the   subsidiaries  of  either   thereof,   in  the  State  of
                  Massachusetts  or within 250 miles of any border  thereof (the
                  "Territory");

                                    (ii)  call upon any  person  who is, at that
                  time,  an  employee of the  Purchaser  or CDL  (including  the
                  subsidiaries of either  thereof) in a managerial  capacity for
                  the purpose or with the intent of enticing  such employee away
                  from or out of the employ of the Purchaser or CDL;

                                    (iii)  call upon any  person  or entity  (x)
                  which is, at that time, or which has been, within one (1) year
                  prior  to  that  time,  a  customer  of the  Purchaser  or CDL
                  (including the  subsidiaries  of either  thereof) or (y) which
                  was a customer of the Seller in the 18 month period  preceding
                  the Closing, for the purpose of soliciting or selling products
                  or services in direct  competition  with the  Purchaser or CDL
                  anywhere in the United States; or

                                    (iv) use for its own  benefit  or divulge or
                  convey to any third party,  any  Confidential  Information (as
                  hereinafter defined) relating to the Business. For purposes of
                  this  Agreement,  Confidential  Information  consists  of  all
                  information,  knowledge  or  data  relating  to  the  Business
                  including,  without  limitation,  customer and supplier lists,
                  formulae,  trade  know-how,   processes,  secrets,  consultant
                  contracts,  pricing  information,   marketing  plans,  product
                  development  plans,  business  acquisition plans and all other
                  information  relating to the  operation of the Business not in
                  the public domain or otherwise publicly available. Information
                  which enters the public domain or is publicly  available loses
                  its  confidential  status hereunder so long as the Shareholder
                  or the  Seller  does not  directly  or  indirectly  cause such
                  information to enter the public domain.

                  Notwithstanding the above, the foregoing covenant shall not be
deemed to prohibit the Shareholder  from acquiring,  as an investment,  not more
than one percent (1%) of the capital stock of a competing  business  whose stock
is traded on a national securities exchange or over-the-counter.

                  The   Shareholder   and  the  Seller   acknowledge   that  the
restrictions  contained  in this  Section 5.3 are  reasonable  and  necessary to
protect the legitimate interests of the Purchaser and CDL and that any breach by
any of the  Shareholder  or the Seller of any  provision  hereof  will result in
irreparable  injury to the  Purchaser  and CDL.  The Seller and the  Shareholder
acknowledge  that,  in addition to all remedies  available at law, the Purchaser
and CDL shall be entitled to equitable relief,  including injunctive relief, and
an equitable accounting of all earnings,  profits or other benefits arising from
such  breach and shall be  entitled  to receive  such other  damages,  direct or
consequential,  as may be  appropriate.  Neither the  Purchaser nor CDL shall be
required to post any bond or other security in connection with any proceeding to
enforce this Section 5.3.

                  It is  specifically  agreed  that the  three  (3) year  period
stated at the  beginning of this Section 5.3,  during which the  agreements  and
covenants  of the  Shareholder  and the  Seller  shall  be  effective,  shall be
computed  by  excluding  from such  period  any time  during  which  either  the
Shareholder or the Seller is in violation of any provision of this Section 5.3.

                  All of the covenants on this section 5.3 shall be construed as
an  agreement  independent  of any other  provision in this  Agreement,  and the
existence  of any claim of Seller or the  Shareholder  against  Purchaser or CDL
shall not constitute a defense to the enforcement of such covenants.

                  Section 5.4. Best Efforts; Further Assurances.  (a) Subject to
the terms and conditions  herein provided,  the Shareholder and the Seller shall
use their best efforts to take, or cause to be taken, all action,  and to do, or
cause to be done, all things  reasonably  necessary,  proper or advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions  contemplated  by  this  Agreement.  Each  of the  Seller  and  the
Shareholder,  will use their  respective  best efforts to obtain consents of all
Governmental  Authorities and third parties necessary to the consummation of the
transactions contemplated by this Agreement. In the event that at any time after
Closing  any  further  action is  necessary  to carry out the  purposes  of this
Agreement, the Seller and the Shareholder shall take all such action without any
further consideration therefor.

                  (b) The  Seller  and the  Shareholder  also  shall  take  such
actions and deliver such documents as the Purchaser may reasonably  request from
time to time to perfect the Purchaser's  title and ability to use and dispose of
the Purchased  Assets.  In addition,  the Seller and rhe  Shareholder  shall use
their best  efforts  to  provide  CDL with any  financial  or other  information
required for SEC disclosure or other governmental compliance.

                  Section 5.5. Employment  Matters.  (a) Except as otherwise set
forth in (b) below,  neither the Purchaser nor CDL or any of the subsidiaries of
either thereof will have any liability or  responsibility  as to any employee of
the Seller except as set forth below.  Neither CDL nor the Purchaser  shall have
any obligation to hire any employees of the Seller,  but the Purchaser may offer
employment  any  employees  of the  Seller;  provided,  that  the  Seller  shall
terminate such employees  immediately prior to their employment by the Purchaser
and remain solely  responsible for all amounts due to such employees through the
termination date unless such liabilities are set forth on Schedule 1.1AL.

                  (b)  The  Purchaser  agrees  that it will  not  terminate  the
employment of any of the  employees  listed on Schedule 5.5 until the end of the
Second  Measurement  Period  unless  such  termination  is for Cause or with the
consent of the Shareholder. For purposes of this Agreement, Cause shall mean, to
the maximum  extent  permitted by law (a)  commission of an act of dishonesty in
the  performance  of an  employee's  duties or  engaging  in conduct  materially
detrimental  to the  business of the  Purchaser  or CDL or (b)  conviction  of a
felony or (c) willful misconduct  resulting in a loss or damage to the Purchaser
or CDL.

                  Section 5.6.  Compliance with the Securities Act.

                  (a)  The  Seller  and the  Shareholder  acknowledge  that  the
Convertible  Note and the  Contingent  Convertible  Note to be  delivered to the
Seller pursuant to this Agreement,  and the CDL Common Stock which may be issued
upon conversion thereof, have not been and will not be registered under the 1933
Act and therefore may not be resold  without  compliance  with the 1933 Act. The
Convertible  Note,  the  Contingent  Convertible  Note and, if converted the CDL
Common Stock (the "Restricted  Securities") are being acquired by the Seller and
the Shareholder solely for their own accounts, for investment purposes only, and
with no present intention of distributing,  selling or otherwise disposing of it
in connection with the distribution of such shares, except that upon dissolution
the Seller may transfer the Restricted Securities to the Shareholder, subject to
compliance  with  applicable  securities  laws.  The Seller and the  Shareholder
covenant,  warrant and  represent  that the  Restricted  Securities  will not be
offered,  sold,  assigned,  pledged,  hypothecated,   transferred  or  otherwise
disposed of except after full compliance  with all of the applicable  provisions
of the Act and the rules and  regulations  of the SEC. The note or  certificates
representing the Restricted Securities shall bear the following legend:

                  The  securities  represented  hereby  were  not  issued  in  a
                  transaction  registered  under the  Securities Act of 1933, as
                  amended ("Securities Act"), or any applicable state securities
                  laws and may not be sold, pledged,  hypothecated, or otherwise
                  transferred  unless  such sale or  transfer  is  covered by an
                  effective  registration statement under the Securities Act and
                  applicable state securities laws or, in the opinion of counsel
                  to the holder and the issuer,  is exempt from the registration
                  requirements of the Securities Act and such laws.

                  (b)  Economic  Risk;   Sophistication.   The  Seller  and  the
Shareholder  are  able  to  bear  the  economic  risk  of an  investment  in the
Restricted Securities, can afford to sustain a total loss of such investment and
have such knowledge and experience in financial and business  matters  including
investments in unregistered securities,  that they are capable of evaluating the
merits and risks of the proposed  investment and/or the Shareholder has employed
a purchaser  representative  who is  qualified  by training  and  experience  in
business and financial matters to evaluate the merits and risks of an investment
in CDL and  therefore  have the  capacity  to  protect  their own  interests  in
connection with their acquisition of the Restricted Securities.

                  (c) The  Shareholder  represents  that  he,  or his  purchaser
representative,  has read and reviewed the information provided pursuant to this
Agreement  and  the  other  documentation  and  information   furnished  by  CDL
(including  CDL's Form 10-K for the year ended  December 31, 1997, its Form 10-Q
for the quarter  ended March 31, 1998,  and its proxy  statement  for its annual
meeting  to be held  on  June 6,  1998)  (the  "SEC  Documents")  and has had an
adequate  opportunity to ask questions and receive  answers from the officers of
CDL concerning,  among other matters, CDL, its management, and its plans for the
operation of its  business.  CDL has provided to the Seller and  Shareholder  an
opportunity to obtain any and all additional  information  necessary for them to
verify the accuracy of the  information  provided  herein or delivered  pursuant
hereto.

                  (d)  Seller  and the  Shareholder  agree not to sell,  pledge,
transfer  or  dispose  of any of the  shares of CDL  Common  Stock  issued  upon
conversion of the  Convertible  Note or the Contingent  Convertible  Note except
pursuant to an effective  registration  statement or in compliance with Rule 145
or in compliance with another  exemption from the  registration  requirements of
the Securities Act.

                  Section 5.7. Audited Financial  Statements of the Company; SEC
and Other  Governmental  Disclosure  and  Reporting  Requirements.  All fees and
expenses  incurred in connection with any audits of the financial  statements of
the Seller, including without limitation the audited financial statements of the
Company for the twelve  months  ended  December  31, 1997 and the twelve  months
ended December 31, 1996 shall be the sole  responsibility  of the Seller and the
Shareholder.

                                   ARTICLE VI

                              Conditions to Closing

                  Section 6.1. Mutual Conditions.  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.

                  Section  6.2.   Conditions  to  the   Purchaser's   and  CDL's
Obligations.  The  obligations  of  the  Purchaser  and  CDL 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 Shareholder
and the Seller in this Agreement and the Schedules hereto shall be true, correct
and  complete  as of  the  Closing  Date  as  though  such  representations  and
warranties  were made as of the Closing Date, and the Shareholder 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) There shall have been no (i) Material  Adverse Change,  or
any  development  which could  reasonably be expected to result in a prospective
Material Adverse Change, or (ii) material damage, destruction or loss to, or any
other  material and adverse  change in, the  Purchased  Assets or the  Business,
regardless of insurance coverage.

                  (c) (i) All authorizations,  consents,  waivers,  approvals or
other  actions   required  in  connection  with  the  execution,   delivery  and
performance  of  this  Agreement  by the  Shareholder  and  the  Seller  and the
consummation by the Shareholder and the Seller of the transactions  contemplated
hereby shall have been obtained and shall be in full force and effect;  (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 contract to which the Seller is a party or for the continuation of 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;  and
(iii)  all  authorizations,   consents,  waivers,  approvals  or  other  actions
necessary to permit the Purchaser to operate the Business in compliance with all
applicable laws immediately after the Closing shall have been obtained and shall
be in full force and effect.

                  (d) Prior to or at Closing,  the Shareholder or the Seller, as
the case may be, shall have  delivered to the Purchaser and CDL all  instruments
of assignment,  transfer and conveyance identified herein and such other closing
documents as shall be reasonably  requested by the Purchaser and CDL in form and
substance acceptable to the Purchaser's counsel, including the following:

                           (i) such instruments of sale,  transfer,  assignment,
         conveyance  and delivery  (including all vehicle  titles),  in form and
         substance   reasonably   satisfactory  to  counsel  for  the  Purchaser
         (including  without  limitation  a Bill of Sale and an  Assignment  and
         Assumption  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;

                           (ii) a certificate  of the  Chairman,  President or a
         Vice  President of the  Shareholder  and the Seller,  dated the Closing
         Date,  to the effect that (1) the Person  signing such  certificate  is
         familiar  with  this  Agreement  and (2) the  conditions  specified  in
         Section 6.2(a), (b) and (c) have been satisfied;

                           (iii) a  certificate  of the  Secretary  or Assistant
         Secretary of the Shareholder and the Seller, dated the Closing Date, as
         to the  incumbency  of any  officer  of the  Shareholder  or the Seller
         executing this Agreement or any document  related  thereto and covering
         such other matters as the Purchaser and CDL may reasonably request;

                               (iv) a certified  copy of (1) the  Certificate of
         Incorporation  and By-laws of the
         Seller and all amendments  thereto,  (2) a certificate,  dated as of no
         later  than 10 days  prior to the  Closing  Date,  duly  issued  by the
         Secretary of State of the States of New York and Delaware,  showing the
         Seller and the  Shareholder  each is in good standing and authorized to
         do  business  in such  jurisdiction,  and (3)  the  resolutions  of the
         Seller's  and the  Shareholder's  Boards of Directors  authorizing  the
         execution, delivery and consummation of this Agreement, the instruments
         of transfer and the transactions contemplated hereby;

                           (v) an opinion of Craig and Macauley,  counsel to the
         Shareholder  and the  Seller,  dated  the  Closing  Date,  in form  and
         substance reasonably satisfactory to counsel for the Purchaser and CDL;

                           (vi)  audited financial statements of the Seller as
         contemplated by Section 5.7;

                           (vii) Assignments of Leases and Landlord consents and
         Estoppel  Certificates  from each landlord for any lease being assigned
         by Seller to Purchaser, all to Purchaser's reasonable satisfaction;

                           (viii)  the  Shareholder  shall  have  entered  into
         an  employment  agreement  on terms satisfactory to the Purchaser; and

                           (ix)  such  other  documents  or  instruments  as the
         Purchaser  and  CDL  reasonably  request  to  effect  the  transactions
         contemplated hereby.

                  (e)  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 and CDL.

                  Section 6.3.  Conditions to the Shareholder's and the Seller's
Obligations. The obligations of the Shareholder and 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
and CDL in this Agreement shall be true and correct in all material  respects as
of the Closing  Date,  and the  Purchaser  and CDL 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 them 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  CDL and  the  consummation  by the  Purchaser  and CDL 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 and CDL shall have
delivered to the Shareholder  and the Seller such closing  documents as shall be
reasonably  requested by the  Shareholder  and the Seller in form and  substance
reasonably acceptable to the Shareholder's counsel, including the following:

                           (i) the  Assignment  and  Assumption  Agreement
         executed by the Purchaser and dated the Closing Date;

                           (ii)   certificates   of  the  President  or  a  Vice
         President of the Purchaser and of CDL  respectively,  dated the Closing
         Date,  to the effect that (1) the Person  signing such  certificate  is
         familiar  with  this  Agreement  and (2) the  conditions  specified  in
         Section 6.3(a) and (b) have been satisfied;

                           (iii)  certificates  of the  Secretary  or  Assistant
         Secretary  of the  Purchaser  and CDL,  respectively  dated the Closing
         Date,  as to the  incumbency  of any officer of the  Purchaser  and CDL
         executing this Agreement,  or any document related thereto and covering
         such other matters as the Seller may reasonably request;

                           (iv) a  certified  copy  of (1)  the  Certificate  of
         Incorporation  and By-laws of the Purchaser and all amendments  thereto
         and (2) the resolutions of the Purchaser's Board of Directors and CDL's
         Board of Directors authorizing the execution, delivery and consummation
         of this Agreement and the transactions contemplated hereby;

                           (v) an opinion of Lowenstein  Sandler PC,  counsel to
         the  Purchaser  and CDL,  dated the Closing Date, in form and substance
         reasonably  satisfactory to counsel for the Shareholder and the Seller;
         and

                           (vi)  payment of the Purchase Price as set  forth in
         Section 2.2.

                                   ARTICLE VII

            Survival of Representations and Warranties; Indemnification

                  Section  7.1.  Survival  of  Representations  and  Warranties.
Except as set forth below, the  representations  and warranties  provided for in
this Agreement shall survive the Closing for two (2) years from the Closing Date
for the benefit of the parties  hereto and their  successors  and  assigns.  The
representations  and  warranties  provided  for in Sections  3.13 and 3.15 shall
survive the  Closing and remain in full force and effect for six (6) years.  The
survival period of each  representation  or warranty as provided in this Section
7.1 is  hereinafter  referred  to as the  "Survival  Period."  No claim shall be
brought hereunder unless the aggregate claims exceed $5,000.

                  Section  7.2.  Indemnification.  (a) The  Shareholder  and the
Seller  jointly and  severally  shall  indemnify,  defend and hold  harmless the
Purchaser and CDL or any of their respective  Affiliates,  officers,  directors,
employees, agents and representatives, and any Person claiming by or through any
of them, 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 or the  Shareholder  in this  Agreement for the  applicable  Survival
Period,  (ii) the breach by the  Shareholder  or the Seller of any  covenant  or
agreement to be performed by them hereunder,  and (iii) any Excluded  Liability.
Seller agrees to pay or otherwise satisfy all of its obligations and liabilities
in the ordinary course of business.

                  (b) The  Purchaser  and CDL shall  indemnify,  defend and hold
harmless the Shareholder and the Seller or any of their  respective  affiliates,
officer,  directors,  employees,  agents  and  representatives  and  any  Person
claiming  by or through  either of them,  against  and in respect of any and all
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
Purchaser and CDL in this Agreement for the applicable Survival Period, (ii) the
breach by the  Purchaser  or CDL of any covenant or agreement to be performed by
them hereunder, and (iii) any Assumed Liability.

                  (c)  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.

                                  ARTICLE VIII

                                  Miscellaneous

                  Section  8.1.  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 Purchaser or CDL:         380 Allwood Road
                                    Clifton, New Jersey 07012
                                    Telephone:  (201) 471-1005
                                    Facsimile:   (201) 471-5519
                                    Attention:  Mark Carlesimo, Esq.

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

If to the Seller or the Shareholder :
                                    Metro Courier Network
                                    175 Bay Street Drive
                                    Braintree, MA  02184
                                    Telephone:  (617)
                                    Facsimile:  (617)
                                    Attention:  Mr. Dennis Roccaforte

With a copy to:   Craig and MaCauley
                                    600 Atlantic Avenue
                                    Boston, MA  02210
                                    Telephone:  (617) 367-9500
                                    Facsimile:    (617) 742-1766
                                    Attention:  John Snyder, Esq.

                  Section 8.2. 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.

                  Section  8.3.  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 8.4.  Assignment;  Successors  and  Assigns;  No Third
Party Rights.  Except as otherwise  provided  herein,  this Agreement may not be
assigned by operation of law or otherwise, and any attempted assignment shall be
null and void.  The  Purchaser and CDL may assign all of their rights under this
Agreement  to  any  Affiliate;  provided  such  Affiliate  assumes  all  of  the
obligations  of  the  Purchaser  and  CDL  remains  liable  hereunder.  No  such
assignment shall relieve Purchaser or CDL of their obligations  hereunder.  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  8.5.  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 8.6.  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 8.7. 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 8.8.  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 8.9. Public Announcement. Except as may be required by
law, neither the Seller,  on the one hand, or 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.  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 8.10.  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  8.11.  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 8.12. No Strict  Construction.  Each of the Purchaser,
CDL, the Seller and the  Shareholder  acknowledge  that this  Agreement has been
prepared  jointly by the parties  hereto,  and shall not be  strictly  construed
against any party.

                  Section 8.13. 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,  in addition to any other rights the  Purchaser
may have  hereunder,  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.

                                      CONSOLIDATED DELIVERY &
                                      LOGISTICS, INC.

                                      By: /S/  Albert W. Van Ness, Jr.
                                      Name:  Albert W. Van Ness, Jr.,
                                      Title:  Chairman

                                      CLICK MESSENGER SERVICE, INC.

                                      By: /S/  Mark Carlesimo
                                      Name:  Mark Carlesimo
                                      Title:  Vice President

                                      METRO COURIER NETWORK, INC.

                                      By: /S/  Dennis Roccaforte
                                      Name:  Dennis Roccaforte
                                      Title: President

                                      /S/  Dennis Roccaforte
                                      Dennis Roccaforte
Exhibit 10.2

                  This Note has been,  and any  shares  issued  upon  conversion
                  pursuant to the terms hereof  ("Underlying  Shares")  will be,
                  acquired for investment and not with a view to, or for sale in
                  connection with, any  distribution  thereof within the meaning
                  of the Securities Act of 1933, as amended ("Act").  This Note,
                  and any  securities  issued upon  conversion  pursuant to this
                  Note,  have not been  registered  under the  Securities Act of
                  1933, or any state securities law, and may be offered and sold
                  only if registered  pursuant to the  provisions of that Act or
                  those laws or if an exemption from registration is available.

                  Notwithstanding  any other  provisions  contained  herein,  no
                  transfer of this security,  the Underlying  Shares,  or of any
                  interest in either thereof shall be made unless the conditions
                  specified in Article Four hereof have been fulfilled.

                  TRANSFER IS ALSO RESTRICTED BY SECTION 6.04.

                        7% SUBORDINATED CONVERTIBLE NOTE DUE 2001
                        OF CONSOLIDATED DELIVERY & LOGISTICS, INC.

Registered Holder:       Metro Courier Network, Inc.
                                                              July 2, 1998

Address:              175 Bay State Drive                          No. N-1
                      Braintree, MA  02184

Principal Amount:        $1,750,000                    Clifton, New Jersey

Due:                     July 2, 2001

                  FOR VALUE RECEIVED, CONSOLIDATED DELIVERY & LOGISTICS, INC., a
Delaware corporation (hereinafter called the "Company"),  hereby promises to pay
to the holder  above named  (herein  called the  "Holder"),  or its order or its
registered assign(s),  the principal sum above stated on July 2, 2001 and to pay
interest  thereon  at the rate of seven  percent  (7%) per  annum  from the date
hereof.  Interest shall be computed on the balance of principal outstanding from
time to time, and payable quarterly, beginning on October 1, 1998.

                  Both  principal  hereof and  interest  thereon  are payable in
lawful money of the United  States of America at the Holder's  address  above or
such other  address as the Holder shall  designate  in writing  delivered to the
Company from time to time. Prior to any sale or other  disposition of this Note,
the Holder will endorse  hereon the amount of principal paid hereon and the last
date to which interest has been paid hereon.

PREPAYMENT

                  The Company may prepay this debt, in whole or in part, without
premium  or  penalty  at any time on and after the  "Trigger  Date" (as  defined
below) and from time to time  thereafter  in its  discretion;  provided  that it
gives the Holder ten (10) days advance  written  notice of its intent to prepay;
during which period the Holder may exercise its conversion rights.

                                   ARTICLE ONE

                                  SUBORDINATION

                  Anything contained herein to the contrary notwithstanding, the
indebtedness  evidenced  by this Note shall be fully  subordinate  and junior in
right of payment,  to the extent and in the manner hereinafter set forth, to all
Senior Debt of the Company, including,  without limitation, all indebtedness due
to First Union  Commercial  Corporation or its affiliates,  or any other bank or
similar  financial  institution  (hereinafter  a  "bank"),  direct or  indirect,
absolute  or  contingent,  due or to become  due,  whether  now  outstanding  or
hereafter created, and any and all renewals of the foregoing by operation of law
or  otherwise.  Such  indebtedness  of the  Company  to which  the  indebtedness
evidenced by this Note and the interest  thereon is subordinate and junior being
sometimes  hereinafter  referred to as "Senior Debt" and also  includes  without
limitation  all debt or  financing  from time to time  arranged  by First  Union
Commercial Corporation or its affiliates.

                                    (i)  In  the  event  of  any  insolvency  or
                  bankruptcy  proceedings,  and any  receivership,  liquidation,
                  reorganization  or other  similar  proceedings  in  connection
                  therewith,  relative  to the Company or to its  creditors,  as
                  such, or to its property,  and in the event of any proceedings
                  for voluntary liquidation,  dissolution or other winding up of
                  the  Company,   whether  or  not   involving   insolvency   or
                  bankruptcy,  and in the event of any execution  sale, then the
                  holders of Senior Debt shall be entitled to receive payment in
                  full of all  principal  of, and premium on and interest on all
                  Senior  Debt  (including  any such  interest  which may accrue
                  after the  commencement  of any such  proceedings)  before the
                  Holder of this Note is entitled to receive any further payment
                  on account of principal  of or premium,  if any, on this Note,
                  and to that end the  holders of Senior  Debt shall be entitled
                  to receive for  application in payment  thereof any payment or
                  distribution  of any  kind or  character,  whether  in cash or
                  property or securities, which may be payable or deliverable in
                  any such  proceedings  in  respect  to this Note  except  with
                  respect to interest payments.

                                    (ii) The  Company  shall not be  required to
                  make,  directly  or  indirectly,  and the Holder  shall not be
                  entitled  to  accept,  receive  (directly  or  indirectly)  or
                  retain,  any payment or  prepayment  of  principal  or premium
                  hereunder if and so long as a payment  default under the terms
                  of  any  Senior  Debt  shall  have   occurred   and  shall  be
                  continuing.

                                    (iii)  In  the  event   that  this  Note  is
                  declared due and payable before its expressed maturity because
                  of the occurrence of a default hereunder (under  circumstances
                  when  the   provisions  of  clause  (i)  above  shall  not  be
                  applicable),  and  within  90 days of  such  declaration,  the
                  holders  of  the  Senior  Debt  accelerate  the   indebtedness
                  evidenced by such Senior Debt,  the holders of all Senior Debt
                  shall be entitled to receive  payment in full of all principal
                  and interest on all Senior Debt  (including  any such interest
                  which may accrue  after the  commencement  of any  proceedings
                  referred  to in clause  (i)  above)  before the Holder of this
                  Note  shall  receive  any  further  payment  on account of the
                  principal of or premium, if any, on this Note.

                  Unless an event  described  in (i),  (ii) or (iii) above shall
occur,  principal  of and  accrued  interest  on this Note  shall be  payable as
provided  on the first  page;  and in the  event the  payment  is  suspended  as
provided in (i),  (ii) or (iii)  above,  any amount  previously  received by the
Holder  hereof  prior to the  effective  date of such  event and  payable to the
Holder in  accordance  with the terms hereof shall be and remain the property of
the Holder, the subordination  provisions being intended only to affect payments
due after an event described in (i), (ii) or (iii).

                  In case cash,  securities or other property  otherwise payable
or  deliverable  to the Holder of this Note shall have been applied  pursuant to
the  provisions of this Note to the payment of Senior Debt in full,  then and in
each  such  case,  the  holder or  holders  of the  Senior  Debt at the time any
payments  or  distributions  are  received by such  holder(s)  of Senior Debt in
excess of the amount  sufficient  to pay all Senior Debt in full,  (a) shall pay
over  such  excess to the  Holder  of this Note and (b) the  Holder of this Note
shall be subrogated to any rights of any holder(s) of Senior Debt to receive any
further payments or distributions applicable to the Senior Debt, until this Note
shall have been paid in full.  Senior Debt shall not be considered to be paid in
full unless and until all of the obligations  which  constitute a part of Senior
Debt have been paid in full.

                  In furtherance of such subordination,  the Holder of this Note
hereby grants to the holder(s) of the Senior Debt irrevocable  authority,  after
any default in the payment of any amounts due on the Senior Debt or in any event
specified in clauses (i), (ii) or (iii) above, to demand,  collect,  file proofs
of claim with  respect  to,  receive  and take any and all  proceedings  for the
recovery of any and all monies due or to become due on account of this Note.

                  No present or future holder of Senior Debt shall be prejudiced
in his right to enforce  subordination of this Note by any act or failure to act
on the part of the Company. The subordination provisions of this Note are solely
for the purpose of defining the relative  rights of the holder(s) of Senior Debt
on the one hand and the  Holder  of this  Note on the other  hand,  and  nothing
herein  shall  impair as between the  Company  and the Holder of this Note,  the
obligation of the Company,  which is unconditional  and absolute,  to pay to the
Holder hereof the principal  hereof and premium,  if any, and interest hereon in
accordance with its terms,  nor shall anything herein prevent the Holder of this
Note from declaring the Note to be due and payable before its expressed maturity
because of the  occurrence of a default  hereunder or, in connection  therewith,
from exercising all remedies otherwise  permitted by applicable law or hereunder
upon default hereunder, subject to the rights of holders of Senior Debt to cash,
securities or other property  otherwise  payable or deliverable to the Holder of
this Note.

                  In furtherance of this  Subordination  the Holder(s)  agree to
execute and deliver any and all documents  requested by the Company for delivery
to its  creditors  (in the  form as  requested  by such  creditors)  in order to
implement or verify this Subordination.

                                   ARTICLE TWO

                                EVENTS OF DEFAULT

                  If any of the following  events of default (each, an "Event of
Default") shall occur, the Holder hereof, at its option, may declare all sums of
principal  and  accrued  interest  then  remaining  unpaid  hereon and all other
amounts payable hereunder immediately due and payable.

                  2.01 Events of Default

                  For purposes of this  instrument,  an Event of Default will be
deemed to have occurred if:

                                    (a)  the  Company  shall  fail  to  pay  any
                  installment  of  principal  or  interest on this Note and such
                  non-payment  shall  continue for a period of fifteen (15) days
                  from the date due; or

                                    (b) a receiver, liquidator or trustee of the
                  Company or of any property of the Company,  shall be appointed
                  by court order;  or the Company shall be adjudged  bankrupt or
                  insolvent;  or any of the  property  of the  Company  shall be
                  sequestered  by court order;  or a petition to reorganize  the
                  Company under any bankruptcy, reorganization or insolvency law
                  shall be filed  against the Company and shall not be dismissed
                  within 60 days after such filing; or

                                    (c) the  Company  shall file a  petition  in
                  voluntary  bankruptcy or requesting  reorganization  under any
                  provision of any bankruptcy,  reorganization or insolvency law
                  or shall  consent  to the  filing of any  petition  against it
                  under any such law; or

                                    (d)  the  Company  shall  make a  formal  or
                  informal  assignment for the benefit of its creditors or admit
                  in writing its inability to pay its debts  generally when they
                  become due or shall consent to the  appointment of a receiver,
                  trustee or  liquidator of the Company or of all or any part of
                  the property of the Company.

                  2.02  Remedies on Default

                  If an Event of Default shall have occurred, in addition to its
rights and remedies under this Note, and any other  instruments,  the Holder may
at its option by written  notice to the  Company  declare  all  indebtedness  to
Holder  hereunder  to be due and  payable,  whereupon  the same shall  forthwith
mature  and become due and  payable  together  with  interest  accrued  thereon,
without any further notice to and without presentment, demand, protest or notice
of  protest,  all of which are hereby  waived.  In  addition,  after an Event of
Default, interest shall be payable hereunder at the rate of eleven percent (11%)
per annum.

                  Subject to the rights of  holders of Senior  Debt,  the Holder
may proceed to protect  and enforce its rights by suit in equity,  action at law
or other appropriate proceedings,  including, without limitation, action for the
specific  performance  of  any  agreement  contained  herein  or  in  any  other
instrument,  or for an injunction against a violation of any of the terms hereof
or  thereof,  or in aid of the  exercise of any right,  power or remedy  granted
hereby or by law, equity or otherwise.

                                  ARTICLE THREE

                         CONVERSION PRIVILEGE/OBLIGATION

                  The Company  hereby  grants to the Holder of this  Convertible
Note the right to convert this Note into fully paid and non-assessable shares of
the  Company's  Common  Stock,  $.001 par value  (the  "Common  Stock"),  at the
"Conversion Price" per share. The "Conversion Price" is defined as Seven Dollars
and 00/100  ($7.00).  The right to convert may be exercised by the Holder at any
time after the date hereof up to and including, July 1, 2001, except as provided
herein.  The  number  of  shares of Common  Stock  into  which  this Note may be
converted  shall be determined  by taking (a) the sum of (1) the full  principal
amount of this Note, namely $1,750,000, and (2) any interest due and unpaid from
the  date of issue to the date of  purchase,  and  dividing  said sum by (b) the
Conversion Price, which Conversion Price is subject to adjustment as provided in
Section 3.06 below.  The right to convert may only be exercised  with respect to
the entire amount due on the Note at the exercise  date.  The amount and kind of
securities  purchasable  pursuant to the rights  granted hereby and the purchase
price for such securities are subject to adjustment as provided hereunder.

                  The  Company  also shall  have the right to convert  this Note
into fully paid and non-assessable  shares of Common Stock at any time after the
Trigger Date at the Conversion  Price per share,  in accordance with the formula
provided above, but only if a registration statement required under Article Five
is then effective.  The Company also may only convert with respect to the entire
amount set forth above.

                  For purposes of this Note,  the "Trigger  Date" shall mean the
first  business day after the date on which the average  closing  sales price as
reported by the National  Association  of Securities  Dealers over a 90 calendar
day period (which 90 day period begins after the date hereof)  equals or exceeds
the Conversion Price.

                  3.01 Whole  Shares.  Upon  conversion,  only whole  shares
shall be issued. Any remainder due hereunder which is insufficient to purchase a
whole share of Common Stock shall be paid by the Company in cash.

                  3.02  Exercise Procedure.

                  (a) The  Conversion  privilege  shall be  deemed  to have been
exercised (the "Exercise  Time") when either (x) the Company shall have received
from the Holder all of the following:

                                    (i) a properly  completed  Exercise
Agreement  in  form  annexed  hereto  executed  by the  person  exercising  such
conversion privilege; and

                                    (ii)  this Note; and

                                    (iii) if this Note  shall not be  registered
                  in  the  name  of  the  person   exercising   such  conversion
                  privilege,  an  assignment  or  assignments  as  described  in
                  Section 3.04 hereof  evidencing  an assignment of such Note to
                  the person exercising the same, in which case the Holder shall
                  comply with  Article Four hereof and submit  proof,  including
                  opinions of Holder's counsel, that the assignment and exercise
                  comply with all federal and state securities laws.

or (y) the Company shall have  delivered to the Holder its notice of exercise in
writing.  Upon receipt of such notice, the Holder shall immediately deliver this
Note to the Company.  Exercise of the Company's  conversion  privilege  shall be
effective  notwithstanding  any failure or delay of the Holder on delivering the
Note to the Company,  and no interest shall accrue  hereunder  after the Company
sends Holder its notice of exercise of the conversion privilege.

                  (b) Certificates  for the underlying  shares acquired shall be
delivered to the Holder  within 20 days after the Exercise  Time (or the date of
delivery of the Note to the Company, if later).

                  3.03 Exercise  Agreement.  The Exercise  Agreement shall be in
the form set forth at the end of this Note. If the Conversion  Shares are not to
be  issued  in the name of the  persons  to whom the  Note is  registered,  such
Agreement shall also state the name of the persons to whom the  certificates for
the Conversion Shares are to be issued.  Such Exercise  Agreement shall be dated
the actual date of execution thereof.

                  3.04 Assignment. The Assignment shall be in the form set forth
at the end of this Note and shall  provide  that the person  executing  the same
thereby sells,  assigns and transfers to the person(s)  named therein the rights
evidenced by this Note to purchase the number of the  underlying  shares  stated
therein.  Such Assignment  shall be dated the actual date of execution  thereof.
The Assignee  shall be required to provide the Company with proof of  compliance
with all applicable federal and state securities laws.

                  3.05 Authorization and Issuance of Conversion Shares.  The
Company covenants and agrees that:

                  (a) The  Underlying  Shares  issuable upon any exercise of the
conversion  privilege  shall  be  deemed  to  have  been  issued  to the  person
exercising  such privilege at the Exercise Time, and the person  exercising such
privilege  shall be deemed for all purposes to have become the record  holder of
such Underlying Shares at the Exercise Time.

                  (b) All  Underlying  Shares which may be issued upon any whole
or partial exercise will, upon issuance,  be fully paid and  non-assessable  and
free from all taxes, liens and charges with respect to the issue thereof.

                  (c) The Company  will take all such action as may be necessary
and reasonably  within its powers to assure that all underlying  shares issuable
upon  exercise  may  be  issued  without  violation  of  any  applicable  law or
regulation.  The  Company  will not take any action  which  would  result in any
adjustment of the Conversion Price if the total number of Common Shares issuable
after such action upon exercise of the  conversion  privilege in full,  together
with all Common Shares then outstanding and all Common Shares then issuable upon
the exercise of all outstanding options, warrants,  conversion and other rights,
would exceed the total number of Common Shares then  authorized by the Company's
Certificate of Incorporation.

                  (d) The issuance of  certificates  for the  Underlying  Shares
upon exercise of the  conversion  privilege  shall be made without charge to the
registered  Holder(s)  thereof for any issuance tax in respect  thereof or other
costs  incurred by the Company in  connection  with the exercise and the related
issuance of the underlying shares.

                  3.06 Anti-dilution. The Conversion Price shall be adjusted, to
the nearest cent, from time to time, only to the following extent:

                  (a)  Whenever  after the date  hereof  the  Company  shall (i)
declare  and pay a dividend  to the  holders  of its  shares of common  stock in
shares of its common stock, or in other securities immediately  convertible into
shares of common stock,  (ii) split the  outstanding  shares of its common stock
into a greater  number of outstanding  shares of common stock,  or (iii) combine
the outstanding  shares of its common stock into a smaller number of outstanding
shares of common  stock,  the maximum  number of shares that the Holder shall be
entitled to convert and/or purchase shall be adjusted so that the Holder of this
Note shall  thereafter  be entitled  to receive  upon  conversion  of the entire
initial  indebtedness  represented  hereby that number of shares of common stock
which he would have held had the entire initial  indebtedness  of this Note been
converted  immediately  prior to the effective  date of such action and had that
action been  effectuated  with respect to those  converted  shares.  In any such
event the  Conversion  Price will be altered  accordingly so that any conversion
taking place after any event  described in (i), (ii),  and/or (iii) above may be
accomplished  at the same cost that would  have  obtained  had the  shares  been
converted  immediately  prior to such action.  For purposes of this subparagraph
(a), the effective date for any stock  dividend  referred to in clause (i) above
shall be deemed to be the record date fixed for the determination of the holders
of common stock entitled to receive such dividend.

                  (b)  In  the  case  after  the  date  hereof  of  any  capital
reorganization or any reclassification of the capital stock of the Company or in
case of the  consolidation  of the Company  with or merger of the  Company  into
another  corporation  or  the  conveyance  of all  or  substantially  all of the
properties and assets of the Company to another corporation,  adequate provision
shall be made whereby this Note shall  thereafter be convertible into the number
of  shares of stock or other  securities  or  property  to which a holder of the
number of shares of common stock of the Company  deliverable  upon conversion of
this  Note   immediately   prior  to  such   reorganization,   reclassification,
consolidation,  merger or conveyance would have been entitled upon  consummation
of such reorganization,  reclassification,  consolidation, merger or conveyance;
and, in any such case,  appropriate  adjustment  (as  determined by the board of
directors)  shall be made in the application of the provisions  herein set forth
with  respect to the rights and  interests of the holder of this Note to the end
that such provisions (including, without limitation, the provisions with respect
to changes in and other adjustments of the Conversion Price) shall thereafter be
applicable,  as nearly  as  reasonably  may be, to the  shares of stock or other
securities or property thereafter deliverable upon the conversion of this Note.

                                  ARTICLE FOUR

                            RESTRICTIONS ON TRANSFER

                  The  Holder,  by  acceptance  hereof,   acknowledges  that  it
understands that the Company will rely upon the representations set forth herein
in issuing the Note and the  Underlying  Shares,  if any,  without  registration
under the Act,  the New  Jersey  Uniform  Securities  Law,  or any  other  state
securities law.

                  Accordingly, the Holder, by acceptance of the Note, represents
and warrants that this  offering is being made  pursuant to the  exemption  from
registration  with the Securities and Exchange  Commission  ("SEC")  afforded by
Sections 3(b) and/or 4(2) of the Act relating to  transactions  by an issuer not
involving any public  offering.  The Holder  understands that the Company has no
present  intention,  and is under no  obligation  to,  register  the Note or the
Underlying  Shares  under the Act, or any  applicable  state law,  except as set
forth in Article Five hereof.

                  The Holder  understands that due to lack of registration,  the
Note and the Underlying  Shares will be restricted  securities,  that the holder
must bear the economic risk of the investment for an indefinite period, that the
Note and the Underlying Shares may not be sold, pledged or otherwise disposed of
unless they are  registered  under the Act and any applicable  state  securities
law, or an  exemption  from such laws is  available  and the Company is supplied
with an opinion of counsel to the  Holder,  satisfactory  to the  Company,  that
registration  is not  required  under any of such  laws,  and in the  opinion of
counsel  for the  Company,  such sale,  transfer,  or pledge  will not cause the
Company to fail to be in compliance  with the exemption  provisions  under which
the Note or the Underlying Shares were issued.

                  The Holder has such  knowledge and experience in financial and
business  affairs that it is capable of  evaluating  the merits and risks of the
prospective investment.

                  The  Holder  is  able  to  bear  the  economic  risk  of  this
investment.  An investment in the Note and the Underlying Shares is suitable for
the Holder in light of its financial  position and investment  objectives,  with
full knowledge that this investment  could result in a complete loss. The Holder
recognizes that the Note represents a HIGH-RISK, SPECULATIVE INVESTMENT and that
there is no assurance that any return will be received  thereon.  The Holder can
afford a total loss of this investment.

                  The  Note  is  being,  and  the  Underlying  Shares  will  be,
purchased  for the Holder's own account for  investment  purposes and not with a
view to the resale or distribution thereof by the Holder.

                  Prior to the date hereof, the Holder has had ample opportunity
to ask  questions of and receive  answers from the officers and directors of the
Company,  concerning the Company,  the Note,  and the Company's  business and to
obtain any additional  information which was considered  necessary to verify the
information supplied by those individuals.

                  The  Holder   understands   that  a   restrictive   legend  in
substantially  the  following  form  shall  be  placed  on  the   certificate(s)
representing the Underlying Shares:

                           "The shares  represented by this certificate have not
                  been  registered  under the Securities Act of 1933, as amended
                  ("Act"). Such shares have been acquired for investment and may
                  not be  publicly  offered  or  sold in the  absence  of (1) an
                  effective  registration  statement  for such shares  under the
                  Act;  (2) opinions of counsel to the Company and to the holder
                  hereof and  presented  to the  Company  prior to any  proposed
                  transfer to the effect that registration is not required under
                  the Act; or (3) a letter  presented to the  Company,  prior to
                  any proposed  transfer,  from the staff of the  Securities and
                  Exchange  Commission,  to the effect that it will not take any
                  enforcement  action if the  proposed  transfer is made without
                  registration under the Act."

                  Except as set forth in the  documents  which  the  Holder  has
reviewed,  no  representations or warranties have been made to the Holder by the
Company.  In entering into this transaction,  the Holder is not relying upon any
information, other than the results of its own independent investigation.

                                  ARTICLE FIVE

                               REGISTRATION RIGHTS

                  The Company  agrees to file a  registration  statement on Form
S-3 with  the  Securities  and  Exchange  Commission  ("Commission")  under  the
Securities  Act  covering the shares of Common Stock into which this Note may be
converted  (i.e.,  the  Underlying  Shares) with thirty (30) days after the date
hereof; and use its best efforts to cause such registration  statement to become
effective as soon as possible thereafter.  The Company shall not be obligated to
cause to become effective more than one  registration  statement with respect to
the Underlying  Shares. If for any reason,  the registration  statement does not
become  effective on or before the Trigger Date,  then the Holder shall have the
option to reduce the Conversion  Price to the closing sales price as reported by
the NASD on the date that the registration statement does become effective.

                  At any time and from time to time,  the Holder agrees  without
further  consideration,  to take such  actions and to execute  and deliver  such
documents as may be  reasonably  requested by the Company in order to effectuate
the purposes of this  Article  Five  including,  without  limitation,  supplying
information  with  respect to the Holder that may be  necessary  or required for
inclusion in the registration  statement.  In the event that such information or
other material  requested by the Company is not provided to the Company within a
reasonable  period of time following  delivery of written notice requesting such
information,  then the  Company's  obligations  under this Article Five shall be
suspended as to such Holder.

                  The Company will pay all expenses  incurred in complying  with
Article Five hereof, including,  without limitation, all registration and filing
fees (including all expenses incident to filing with the National Association of
Securities Dealers,  Inc.),  reasonable fees and disbursements of counsel to the
Company,  securities  law and  blue sky fees and  expenses  (except  where  such
payment  is  prohibited  by  law or  applicable  regulation).  All  underwriting
discounts  and selling  commissions  applicable  to the sales of the  Underlying
Shares and any state or federal transfer taxes payable with respect to the sales
of the  Underlying  Shares and all fees and  disbursements  of  counsel  for the
Holder,  if any, in each case arising in  connection  with  registration  of the
Underlying Shares under Article Five hereof, shall be payable by the Holder.

                                   ARTICLE SIX

                                  MISCELLANEOUS

                  6.01  Failure or Delay Not Waiver.  No failure or delay on the
part of the Holder  hereof in the  exercise of any power,  right,  or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  6.02 Notices.  Any notice  herein  required or permitted to be
given shall be given by federal express or similar  overnight courier or by same
day courier service or by certified mail,  return receipt  requested,  if to the
Holder, at the address set forth on the first page hereof, or,

If to the Company:

Consolidated Delivery & Logistics, Inc., 380 Allwood Road, Clifton, New Jersey
07012, Attn: General Counsel.

                  6.03  Amendments.  The  term  "Note"  or "this  Note"  and all
reference  thereto,  as  used  throughout  this  instrument,   shall  mean  this
instrument as originally executed or, if later amended or supplemented, then, as
so amended or supplemented.

                  6.04  Assignability.  This  Note  shall  be  binding  upon the
Company,  its successors and assigns,  and shall inure to the benefit of Holder,
its successors  and assigns.  This Note may not be transferred or assigned prior
to July 2,  2000.  This is the  Convertible  Note  issued  pursuant  to an Asset
Purchase Agreement dated this date among the Company, the Holder and others.

                  6.05  Governing  Law.  This Note has been  executed  in and
shall be  governed by the laws of the State of New Jersey.

                  6.06 No Personal Liability.  No officer,  director,
shareholder,  employee,  consultant or agent of the Company shall be personally
liable for repayment of this Note.

                  IN WITNESS  WHEREOF,  the  Company  has caused this Note to be
signed in its name by its duly  authorized  officer and its corporate seal to be
affixed hereto.

                                      CONSOLIDATED DELIVERY & LOGISTICS, INC.

                                      By:  \S\  Albert W. Van Ness, Jr.
                                           Albert W. Van Ness, Jr., Chairman

The  undersigned  hereby  guarantees  payment of the  obligations of the Company
hereunder.

                                      CLICK MESSENGER SERVICE, INC.

                                      By: \S\ Mark Carlesimo
                                          Mark Carlesimo, Vice President
ASSIGNMENT

                  FOR VALUE RECEIVED ______________________________________

___________________________________________________________________________
hereby sells,  assigns and transfers all of the rights of the undersigned  under
the within Note, with respect to the conversion  thereof into a number of shares
of the Common Stock covered thereby set forth hereinbelow unto:

Name of Address              Address                       No. of Shares

Date:

                                          Signature:___________________

                                          Witness:_____________________
EXERCISE AGREEMENT

                                                          Date:__________

                  The  undersigned,  pursuant to the provisions set forth in the
within Note, hereby irrevocably elects to subscribe for and purchase the maximum
number of shares of the  Company's  Common  Stock as provided  in the Note,  and
makes payment in full  therefore by  conversion  and  application  to the extent
necessary to pay the Conversion Price for such shares of all or each part of the
principal  amount of the Note and  interest due thereon as shall be necessary as
provided in the Note. The  undersigned  hereby  represents and warrants that the
shares of Common Stock to be acquired upon  exercise are being  acquired for its
own  account,  without  any  present  intention  of  reoffering,   reselling  or
distributing  such  Common  Stock,  except  to the  extent  permitted  under the
Securities Act of 1933, as amended.

                                          Signature_____________________

                                          Address_______________________
                                                 
                                                 _______________________