EXHIBIT 2

                            STOCK PURCHASE AGREEMENT


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                            STOCK PURCHASE AGREEMENT

      This Stock Purchase Agreement (the "Agreement") is made and entered into
in Garden City, New York as of this 17th day of October, 1996 by and between
DAWCIN INTERNATIONAL CORP., a New York corporation having its principal place of
business at 100 Garden City Plaza, Garden City, New York 11530 ("Purchaser") and
FIRST EQUITIES CORP., a Delaware corporation having its principal place of
business at 520 Broad Hollow Road, Melville, New York 11747 ("Seller").

                              W I T N E S S E T H:

      WHEREAS, the shareholders of the Seller own and desire to sell, assign and
convey to Purchaser, Dawcin International Corp. 8,488,030 shares of common
stock, $.0001 par value (the "First Equities Shares"), constituting ninety seven
percent (97%) of the issued and outstanding shares of Common Stock of the
Company, and Purchaser desires to purchase and acquire such Shares from Seller
on and subject to the terms and conditions of this Agreement.

      NOW, THEREFORE, in consideration of the respective representations and
warranties hereinafter set forth and of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                           SALE AND PURCHASE OF STOCK

      1.1 Sale and Purchase. Subject to the terms and conditions contained
herein, Seller hereby agrees to sell, transfer, assign, convey and deliver to
Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on
the Closing Date, all of Seller's right, title and interest in and to the
Shares, free and clear of any liens, pledges, security interests, claims or
encumbrances of any kind.

      1.2 Consideration. The consideration payable by Purchaser for the Shares
to be sold to Purchaser as provided herein shall be 8,750,546 shares of the
common stock, $.0001 par value (the "Dawcin Shares") of Purchaser, which shall
be exchanged for the Shares in the ratio of 1.03 Dawcin Shares for each First
Equities share.

                                   ARTICLE II

                   CLOSING; CONDITIONS TO CLOSING; DELIVERIES


      2.1 Closing. The closing of this transaction (the "Closing") shall be held
on the Closing Date at or about 10:00 A.M., at Purchaser's offices at 100 Garden
City Plaza, Garden City, New York 11530 or at such other time and place upon
which the parties shall agree.


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      2.2 Conditions to Purchaser's Obligation. Purchaser's obligation hereunder
to purchase and pay for the Shares is subject to the satisfaction, on or before
the Closing Date, of the following conditions, any of which may be waived, in
whole or in part, by Purchaser in its sole discretion, and Seller shall use its
best efforts to cause such conditions to be fulfilled:

      (a) Representations and Warranties Correct; Performance. The
representations and warranties of Seller contained in this Agreement (including
the Exhibits and Schedules hereto) and those otherwise made in writing by or on
behalf of Seller in connection with the transactions contemplated by this
Agreement shall be true, complete and accurate in all material respects when
made and on and as of the Closing Date as though such representations and
warranties were made at and as of such date, and Seller shall have delivered to
Purchaser a certificate, dated the Closing Date, to such effect signed by its
Presi dent. Seller shall have duly and properly performed, complied with and
observed in all material respects each of its covenants, agreements and
obligations contained in this Agreement to be performed, complied with and
observed on or before the Closing Date, and Seller shall have delivered to
Purchaser a certificate, dated the Closing Date, to such effect signed by its
President.

      (b) Purchase Permitted by Applicable Laws. The purchase of and payment for
the Shares to be transferred to Purchaser and the Dawcin Shares to be issued to
Seller shall not be prohibited by any applicable law or governmental regulation.

      (c) Proceedings; Receipt of Documents. All corporate and other proceedings
taken or required to be taken by Seller in connection with the transactions
contemplated hereby and all documents incident thereto shall have been taken and
shall be reasonably satisfactory in form and substance to Purchaser, and
Purchaser shall have received all such information and such counterpart
originals or certified or other copies of such documents as Purchaser may
reasonably request.

      (d) Delivery of Documents. Seller shall have delivered, or caused to be
delivered, to Purchaser the following:

            (i) certificates representing no less than 90% of the First Equities
      Shares, with duly executed stock powers and all other documents and
      signatures necessary or appropriate for their transfer to Purchaser free
      and clear by delivery;

            (ii) a certified copy of the Certificate of Incorporation of the
      Company;

            (iii) a copy of the notice to its shareholders of the exchange

      herein contemplated advising the shareholders of their right to exchange
      said shares or to receive cash equal to the book value of said shares,
      less a minority discount equal to 30% of the book value of said shares of
      the Seller as of October 7, 1996; and

            (iv) all documents necessary or appropriate to take possession and
      full operational control of the Company; and

            (v) all other consents, agreements, schedules, documents and
      exhibits required by this Agreement to be delivered by the Seller, or
      reasonably requested by Purchaser, at or before the Closing.


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<PAGE>

      (e) No Adverse Decision. There shall be no action, suit, investigation or
proceeding pending or threatened by or before any court, arbitrator or
administrative or governmental body which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this
Agreement or questions the validity or legality of any such transactions or
seeks to recover damages or to obtain other relief in connection with any such
transactions.

      (f) Approvals and Consents. Seller shall have duly obtained all
authorizations, consents, rulings, approvals, licenses, franchises, permits and
certificates, or exemptions therefrom, by or of all governmental authorities and
non-governmental administrative or regulatory agencies having jurisdiction over
the parties hereto, this Agreement, the Shares or the transactions contemplated
hereby, including, without limitation, all third parties pursuant to existing
agreements or instruments by which Seller may be bound, which are required for
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby, at no cost or other adverse consequence
to Purchaser, and all thereof shall be in full force and effect at the time of
Closing.

      2.3 Conditions to the Obligation of Seller. The obligation of Seller to
consummate the transac tions contemplated hereby is subject to the fulfillment
of the following conditions on or prior to the Closing Date, any of which may be
waived, in whole or in part, by Seller in its sole discretion, and Purchaser
shall use its best efforts to cause such conditions to be fulfilled:

      (a) Representations and Warranties Correct; Performance. The
representations and warranties of Purchaser in this Agreement (including the
Exhibits and Schedules hereto) and those otherwise made in writing by or on
behalf of Purchaser in connection with the transactions contemplated by this
Agreement shall be true, complete and accurate in all material respects when
made and on and as of the Closing Date, as though such representations and
warranties were made at and as of such date, and Purchaser shall have delivered
to Seller a certificate, dated the Closing Date, to such effect signed by its
President. Purchaser shall have duly and properly performed, complied with and
observed in all material respects each of its covenants, agreements and
obligations contained in this Agreement to be performed, complied with and
observed on or before the Closing Date, and Purchaser shall have delivered to

Seller a certificate, dated the Closing Date, to such effect signed by its
President.

      (b) Purchase Permitted by Applicable Laws. The purchase of and payment for
the Shares to be transferred to Purchaser and the First Equities Shares to be
issued to Seller shall not be prohibited by any applicable law or governmental
regulation.

      (c) Proceedings; Receipt of Documents. All corporate and other proceedings
taken or required to be taken by Purchaser in connection with the transactions
contemplated hereby and all documents incident thereto shall have been taken and
shall be reasonably satisfactory in form and substance to Seller, and Seller
shall have received all such information and such counterpart originals or
certified or other copies of such documents as Seller may reasonably request.

      (d) Delivery of Documents. Purchaser shall have delivered, or caused to be
delivered, to Seller the following:


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<PAGE>

            (i) a corporate good standing certificate of Purchaser from the
      jurisdiction in which Purchaser is incorporated;

            (ii) a copy of the letter instructing the transfer agent to issue
      Dawcin Shares;

            (iii) a copy of the letter to the transfer agent authorizing the
      transfer of the First Equities Shares.

            (iv) all other consents, agreements, schedules, documents and
      exhibits required by this Agreement to be delivered by Purchaser at or
      before the Closing.

      (e) No Adverse Decision. There shall be no action, suit, investigation or
proceeding pending or threatened by or before any court, arbitrator or
administrative or governmental body which seeks to restrain, enjoin, prevent the
consummation of or otherwise affect the transactions contemplated by this
Agreement or questions the validity or legality of any such transactions or
seeks to recover damages or to obtain other relief in connection with any such
transactions.

      (f) Approvals and Consents. Purchaser shall have duly obtained all
authorizations, consents, rulings, approvals, licenses, franchises, permits and
certificates, or exemptions therefrom, by or of all governmental authorities and
non-governmental administrative or regulatory agencies having jurisdiction over
Purchaser, including, without limitation, all third parties pursuant to existing
agreements or instru ments by which Purchaser may be bound, which are required
for the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby, at no cost or other
adverse consequence to Seller, and all thereof shall be in full force and effect
at the time of Closing.


      (g) Reverse Stock Split. Purchaser shall have effected a two
hundred-to-one reverse stock split of its issued and outstanding shares of
common stock.

                                   ARTICLE III

                     SELLER'S REPRESENTATIONS AND WARRANTIES

      Seller represents and warrants to, and agrees with, Purchaser as follows:

      3.1 Organization and Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and is in good standing as a foreign corporation in each other
jurisdiction where the properties owned, leased or operated or the business
conducted by it requires such qualification.

      3.2 Corporate Authority. Seller has full authority to execute and to
perform this Agreement in accordance with its terms; the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
does not and will not result in a breach, violation or default or give rise to
an event which, with the giving of notice or after the passage of time, or both,
would result in a breach, violation or default of any of the terms or provisions
of Seller's Articles of Incor-


                                       4
<PAGE>

poration, By-Laws or of any indenture, agreement, judgment, decree or other
instrument or restriction to which Seller is a party or by which Seller or the
Shares may be bound or affected; the execution and delivery of this Agreement
has been and, as of the Closing Date, the consummation of the transactions
contemplated hereby will have been, duly authorized by all requisite corporate
action on the part of Seller and, as of the Closing Date, no further
authorization or approval, whether of the stockholders or directors of Seller or
governmental bodies or otherwise, will be necessary in order to enable Seller to
enter into and perform the same; and this Agreement constitutes a valid and
binding obligation enforceable against Seller in accordance with its terms.

      3.3 Capitalization. The authorized capital stock of the Seller consists of
49,900,000 shares of common stock and 100,000 shares of preferred stock, $.01
par value, of which 8,750,546 shares and one share of preferred are issued and
outstanding. All of the aforesaid issued and outstanding shares are directly
owned of record and beneficially by the Seller, have been duly authorized and
validly issued and are fully paid and non-assessable. There are no outstanding
preemptive, conversion or other rights, options, warrants or agreements granted
or issued by or binding upon the Company or the Seller for the purchase or
acquisition of any shares of the Company's capital stock, including, without
limitation, the Shares. The copies of the Certificate of Incorporation and
By-Laws of the Company heretofore provided to Purchaser are true and complete in
all respects.

      3.4 Compliance With Law. The Seller is not in violation of any material
laws, governmental orders, rules or regulations to which the Company or any of

its properties are subject.

      3.5 Financial Statements. Attached hereto as Schedule 3.5 is a balance
sheet of Seller as at December 31, 1995 and an income statement of Seller
prepared on an accrual basis for the year ended December 31, 1995 (the "Seller
Financial Statements"), as certified by the Chairman of the Board and Chief
Financial Officer of Seller. The Seller Financial Statements have been prepared
on a consistent basis and, subject to the cash basis of reporting, fairly
present the financial position and results of operation of Seller for the
periods covered thereby. The books and records maintained by Seller and upon
which the Financial Statements are based are true and correct in all material
respects and accurately reflect the business of Seller on an accrual basis.
Except to the extent reflected or reserved against in the balance sheet as at
December 31, 1995, included in the Seller Financial Statements, or as described
in Exhibits and Schedules hereto, Seller has no liability of any nature, whether
absolute, accrued, contin gent or otherwise and whether due or to become due,
including, without limitation, any liability for taxes for any period prior to
such date.

      3.6 Litigation. There are no actions, suits, proceedings or investigations
(including any purportedly on behalf of Seller) relating to the Shares pending
or, to the best knowledge of Seller, threat ened against or affecting the
business or properties of the Company whether at law or in equity or admiralty
or before or by any governmental department, commission, board, agency, court or
instru mentality, domestic or foreign; nor is the Company operating under,
subject to, in violation of or in default with respect to, any judgment, order,
writ, injunction or degree of any court or other govern mental department,
commission, board, agency or instrumentality, domestic or foreign.

      3.7 Taxes. The Company has filed, or caused to be filed, with all
appropriate governmental agencies all required tax and information returns and
have paid, caused to be paid or accrued all taxes (including, without
limitation, all income, franchise, sales, excise and use taxes), assessments,
charges, penalties and interest shown to be due and payable. To the best of its
knowledge, the Company has no liability, contingent or otherwise, for any taxes,
assessments, charges, penalties or 


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interest, other than amounts adequately reserved for. The Company has not
received directly or indirectly notice of, nor is it otherwise aware of an audit
or examination. The Company is not a party directly or indirectly to any action
or proceeding by any governmental authority for assessment or collection of
taxes, charges, penal ties or interest; nor has any claim for assessment and
collection been asserted against the Company directly or indirectly; nor has the
Company executed a waiver of any statute of limitations with respect thereto. To
the best of its knowledge, the Company has paid, or caused to be paid, or
adequately reserved for, all applicable corporate franchise taxes, unemployment
taxes, payroll taxes, social security taxes, occupation taxes, ad valorem taxes,
property taxes, excise taxes and imposts, sales and use taxes, and all other
taxes of every kind, character or description required to be paid to the date
hereof, and has received no notices and are not otherwise aware, of any

deficiencies, adjustments or changes in assess ments with respect to any such
taxes. To the best of its knowledge, the Company has duly filed, or caused to be
filed, all reports or returns relating to or covering any such taxes or other
charges which are due or required to be filed at the date hereof and no
extensions of time are in effect for the assessment of deficiencies for such
taxes in respect of any fiscal period.

      3.8 Agreements. Schedule 3.8 is a true and complete list of all contracts,
instruments, commitments and agreements, whether oral or written, presently in
effect to which the Company is a party or to which the Company is subject. Each
such agreement is a valid and subsisting agreement and in full force and effect,
all payments due from the Company thereunder have been made, there are no
disputes or suits or actions at law or otherwise pending or threatened
thereunder, except as specifically described on Schedule 3.8, and such
agreements are the only agreements or arrangements of this nature. True,
complete and correct copies of each such agreement have been supplied to
Purchaser prior to the date hereof.

      3.9 Brokers. There has been no broker or finder involved in any manner in
the negotiations leading up to the execution of this Agreement or the
consummation of any transactions contemplated hereby and Seller agrees to
indemnify Purchaser against and hold Purchaser harmless from any claim made by
any party for a broker's or finder's fee or other similar payment based upon any
agreements, arrangements or understanding made by Seller.

      3.10 No Untrue Representation or Warranty. No representation or warranty
contained in this Agreement or any attachment, statement, schedule, exhibit,
certificate or instrument furnished or to be furnished to Purchaser by Seller
pursuant hereto, or in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact, or omits to state any material
fact necessary to make the statements contained herein or therein not
misleading.


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                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

       Purchaser hereby represents and warrants to the Company as follows:

      4.1 Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York and is in good standing as a foreign corporation in each other
jurisdiction where the properties owned, leased or operated or the business
conducted by it requires such qualification.

      4.2 Corporate Authority. Purchaser has full authority to execute and to
perform this Agreement in accordance with its terms; the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
does not and will not result in a breach, violation or default or give rise to
an event which, with the giving of notice or after the passage of time, or both,

would result in a breach, violation or default of any of the terms or provisions
of Purchaser's Certificate of Incorporation, By-Laws or of any indenture,
agreement, judgment, decree or other instrument or restriction to which
Purchaser is a party or by which Purchaser may be bound or affected; the
execution and delivery of this Agreement has been and, as of the Closing Date,
the consummation of the transactions contemplated hereby will have been, duly
authorized by all requisite corporate action on the part of Purchaser and, as of
the Closing Date, no further authorization or approval, whether of the
stockholders or directors of Purchaser or governmental bodies or otherwise, will
be necessary in order to enable Purchaser to enter into and perform the same;
and this Agreement constitutes a valid and binding obligation enforceable
against Purchaser in accordance with its terms.

      4.3 Capitalization. The authorized capital stock of Purchaser consists of
150,000,000 shares of common stock, $.0001 par value, of which approximately
50,000,000, shares are issued and outstanding. All of the aforesaid issued and
outstanding shares have been duly authorized and validly issued and are fully
paid and non-assessable. The copies of the Certificate of Incorporation and
By-Laws of Purchaser heretofore provided to Seller are true and complete in all
respects. The Common Shares have been duly authorized and, when issued to the
shareholders of the Seller in consideration for the transfer of the Shares to
Purchaser, will be validly issued, fully paid and non-assessable.

      4.4 Compliance With Law. Purchaser is not in violation of any material
laws, governmental orders, rules or regulations to which Purchaser or any of its
properties are subject.

      4.5 Litigation. There are no actions, suits, proceedings or investigations
(including any purportedly on behalf of Purchaser) relating to the Shares
pending or, to the best knowledge of Purchaser, threatened against or affecting
the business or properties of Purchaser whether at law or in equity or admiralty
or before or by any governmental department, commission, board, agency, court or
instru mentality, domestic or foreign; nor is Purchaser operating under, subject
to, in violation of or in default with respect to, any judgment, order, writ,
injunction or degree of any court or other governmental department, commission,
board, agency or instrumentality, domestic or foreign.


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<PAGE>

      4.6 Taxes. Purchaser has filed, or caused to be filed, with all
appropriate governmental agencies all required tax and information returns and
have paid, caused to be paid or accrued all taxes (including, without
limitation, all income, franchise, sales, excise and use taxes), assessments,
charges, penalties and interest shown to be due and payable. To the best of its
knowledge, Purchaser has no liability, contingent or otherwise, for any taxes,
assessments, charges, penalties or interest, other than amounts adequately
reserved for. To the best of its knowledge, Purchaser has not received directly
or indirectly notice of, nor is it otherwise aware of an audit or examination.
Purchaser is not a party directly or indirectly to any action or proceeding by
any governmental authority for assessment or collection of taxes, charges,
penalties or interest; nor has any claim for assessment and collection been
asserted against Purchaser directly or indirectly; nor has Purchaser executed a

waiver of any statute of limitations with respect thereto. To the best of its
knowledge, Purchaser has paid, or caused to be paid, or adequately reserved for,
all applicable corporate franchise taxes, unemployment taxes, payroll taxes,
social security taxes, occupation taxes, ad valorem taxes, property taxes,
excise taxes and imposts, sales and use taxes, and all other taxes of every
kind, character or description required to be paid to the date hereof, and has
received no notices and are not otherwise aware, of any deficiencies,
adjustments or changes in assess ments with respect to any such taxes. To the
best of its knowledge, Purchaser has duly filed, or caused to be filed, all
reports or returns relating to or covering any such taxes or other charges which
are due or required to be filed at the date hereof and no extensions of time are
in effect for the assessment of deficiencies for such taxes in respect of any
fiscal period.

      4.7 Agreements. Schedule 4.7 is a true and complete list of all contracts,
instruments, commitments and agreements, whether oral or written, presently in
effect to which Purchaser is a party or to which Purchaser is subject. Each such
agreement is a valid and subsisting agreement and in full force and effect, all
payments due from Purchaser thereunder have been made, there are no disputes or
suits or actions at law or otherwise pending or threatened thereunder, except as
specifically described on Schedule 4.7, and such agreements are the only
agreements or arrangements of this nature. True, complete and correct copies of
each such agreement have been supplied to Purchaser prior to the date hereof.

      4.8 Brokers. There has been no broker or finder involved in any manner in
the negotiations leading up to the execution of this Agreement or the
consummation of any transactions contemplated hereby and Purchaser agrees to
indemnify Seller against and hold Seller harmless from any claim made by any
party for a broker's or finder's fee or other similar payment based upon any
agreements, arrange ments or understanding made by Purchaser.


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                                    ARTICLE V

                                    COVENANTS

      5.1 Further Assurances. Each of the parties hereto agrees that, at any
time after the execution of this Agreement and after the Closing Date, upon the
reasonable request of the other, it will do, execute, acknowledge and deliver,
or will cause to be done, executed, acknowledged and delivered, all such further
amendments to this Agreement, acknowledgments, deeds, assignments, transfers,
convey ances, instruments, consents and assurances as may reasonably be required
to effect the transactions contemplated herein.

      5.2 Publicity. The parties hereto agree that no publicity release or
announcement concerning the transactions contemplated hereby shall be issued
without the advance approval (which shall not be unreasonably withheld or
delayed) of the form and substance thereof by each of the parties hereto.

                                   ARTICLE VI


                   CONDUCT OF BUSINESS OF PENDING THE CLOSING

      Between the date hereof and the Closing, and except as otherwise expressly
consented to in writing in advance or approved in writing in advance by
Purchaser:

      6.1 Regular Course of Business. The Seller will carry on its business
diligently and substantially in the same manner as heretofore conducted, and
shall not institute any new methods of management, accounting or operation or
engage in any transaction or activity, enter into any agreement or make any
commitment, except in the usual and ordinary course of business and consistent
with past practice as limited by the more restrictive provisions of this
Agreement, where applicable, or as otherwise specifi cally contemplated by this
Agreement and not in violation thereof.

      6.2 Organization. Seller shall keep its corporate existence and business
organization intact, use its best efforts to keep available to Purchaser its key
employees, if any, and use its best efforts to preserve for Purchaser its
relationships, if any, with suppliers, customers, agents and others having
business relations with it.

      6.3 Certain Changes. The Seller shall not, without the prior written
consent of Purchaser:

      (a) Except in the ordinary course of business, borrow or agree to borrow
any funds or incur, or assume or become subject to, whether directly or by way
of guarantee or otherwise, any obligation or liability (absolute or contingent);

      (b) Pay, discharge or satisfy any claim, liability or obligation
(absolute, accrued, contingent or otherwise), other than the payment, discharge
or satisfaction in the ordinary course of business and consistent with past
practice of liabilities or obligations reflected or reserved against in the
Balance Sheet or thereafter incurred in accordance with this Agreement;


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      (c) Prepay any obligation having a fixed maturity of more than 90 days
from the date such obligation was issued or incurred;

      (d) Permit or allow any of its property or assets (real, personal or
mixed, tangible or intangible) to be subjected to any lien;

      (e) Cancel any debts or waive any claims or rights or sell, transfer, or
otherwise dispose of any of its properties or assets;

      (f) Grant any increase in the compensation of officers or employees,
institute or amend any sales compensation plan, severance plan or other
arrangement for its officers or employees, or enter into any plan or agreement
with respect thereto;

      (g) Make any capital expenditures or commitments for additions to or
replacement of property, plant, equipment or intangible capital assets;


      (h) Pay, loan or advance any amount to, or sell, transfer or lease any
properties or assets to, or enter into agreement or arrange with, any of its
employees, officers or directors or any affiliate thereof, except for directors
fees and compensation to employees, officers or directors at rates not exceeding
the rates of compensation currently in effect;

      (i) Issue, or grant any options with respect to the issuance of, any
shares of its capital stock, or purchase shares of capital stock or make any
equity investment in, or agree to purchase or make any equity investment in, any
other entity, corporate or otherwise;

      (j) Declare, set aside or pay any dividend on, or other distribution of
any assets of any kind whatsoever with respect to, any shares of the capital
stock of the Company, or redeem, purchase or otherwise acquire, directly or
indirectly, any shares of the capital stock of the Company;

      (k) Amend the Seller's Certificate of Incorporation or By-Laws; or

      (l) Agree, whether in writing or otherwise, to do any of the foregoing.

      6.4 Contracts. The Seller shall not enter into any contract or commitment,
or purchase any supplies or services or sell any assets, except normal contracts
or commitments, for the purchase of, and normal purchases of, supplies or
services involving amounts not in excess of $5,000 made in the usual and
ordinary course of business, consistent with the past practice of the Seller and
its Subsidiary, and not in violation of any other more restrictive provision of
this Article VII.

      6.5 Insurance; Property. The Seller shall maintain adequate insurance
against all ordinary and insurable risks with respect to all property, real,
personal and mixed, owned or leased by it; and all such property shall be used,
operated, maintained and repaired in a reasonable manner.

      6.6 No Default. The Seller shall not knowingly do any act or omit to do
any act which will cause a breach of any contract or commitment of the Seller or
which would cause the breach of any representation, warranty or covenant made
hereunder.


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<PAGE>

      6.7 Compliance With Laws. The Seller shall comply with all laws applicable
to it and its properties, operations, business and employees.

      6.8 Tax Returns. The Seller shall prepare and file all federal, state,
local and foreign tax returns and amendments thereto required to be filed by it,
and pay all taxes shown to be due thereon. The Seller will ensure that Purchaser
shall have a reasonable opportunity to review each such return and amendment
prior to the filing thereof.

      6.9 Maintain Books. The Seller shall maintain its books, accounts and
records in accordance with generally accepted accounting principles applied on a

basis consistent with prior years.

                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT

      7.1 Methods of Termination. The transactions contemplated herein may be
terminated and/or abandoned at any time, but not later than the Closing:

      (a)  By mutual written agreement of Purchaser and Seller; or

      (b) By Purchaser or Seller if the Closing shall not have occurred on or
prior to October 31, 1996.

      7.2 Procedure upon Termination. In the event of termination and
abandonment pursuant to Section 7.1 hereof, written notice thereof shall
forthwith be given to the other parties hereto and the transactions contemplated
by this Agreement shall be terminated and/or abandoned, without further action
by Purchaser or Seller. If the transactions contemplated by this Agreement are
terminated and/or abandoned as provided herein, each party will redeliver all
documents, work papers and other material of the other party relating to the
transactions contemplated hereby, whether so obtained before or after the
execution hereof, to the party furnishing the same. A party hereto who shall
have satisfied in full all of the obligations of such party under this Agreement
which were to have been satisfied by such party prior to the Closing and who
shall have not breached any representation, warranty, covenant or agreement of
such party contained in this Agreement shall not have any liability or further
obligation to the other party to this Agreement.


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<PAGE>

                                  ARTICLE VIII

                               GENERAL PROVISIONS

      8.1 Survival of Representations and Warranties. The representations and
warranties set forth herein shall survive for a period of two years following
the Closing Date.

      8.2 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered personally, sent by telex
or facsimile transmission or sent by certified, registered or express mail,
postage prepaid. Any such notice shall be deemed given when so delivered
personally or when sent by facsimile transmission or, if mailed by certified or
registered mail, five (5) days after the date of deposit in the United States
mail, postage prepaid, if addressed:

            (a)   in the case of Purchaser to:

                  Dawcin International Corp.
                  100 Garden City Plaza
                  Garden City, New York 11530

                  Attn: William G. Lucas, Chairman

            (b)   in the case of Seller to:

                  First Equities Corp.
                  520 Broad Hollow Road
                  Melville, New York 11747
                  Attn: Edward Capuano, President

      or to such other address or to such other person as Purchaser or Seller
shall have last designated by written notice given as herein provided.

      8.3 Modification. This Agreement and the Exhibits and Schedules annexed
hereto contain the entire agreement between the parties hereto and there are no
agreements, warranties or representations with respect to the subject matter
hereof which are not set forth herein. All prior negotiations, agreements and
understandings are superseded hereby. This Agreement may not be modified or
amended except by an instrument in writing duly signed by or on behalf of the
parties hereto.

      8.4 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within the State.

      8.5 Binding Effect; Assignment. This Agreement shall be binding upon the
parties and inure to the benefit of the successors and assigns of the respective
parties hereto; provided, however, that this Agreement and all rights hereunder
may not be assigned by Purchaser or Seller except with the prior written consent
of the other.

      8.6 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


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<PAGE>

      8.7 Paragraph Headings. The paragraph headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect any
provision hereof.

      8.8 Transaction Expenses. Notwithstanding anything else in this Agreement
to the contrary, the parties hereto shall each be responsible for the payment of
(and shall indemnify and hold the other party or parties hereto harmless
against) any and all of its own expenses, including without limitation the fees
and expenses of counsel, accountants and other advisers, arising out of or
relating directly or indirectly to the transactions contemplated by this
Agreement, whether or not such transactions are consummated in whole or in part.

      8.9 Waiver. The waiver of one breach or default hereunder shall not
constitute the waiver of any other or subsequent breach or default.

      8.10 No Agency. This Agreement shall not constitute either party the legal

representative or agent of the other, nor shall either party have the right or
authority to assume, create, or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the other
party.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
the day and date first above written.


DAWCIN INTERNATIONAL CORP.              FIRST EQUITIES CORP.


By: /s/ William G. Lucas                By: /s/ Edward Capuano
    ------------------------                ----------------------
    William G. Lucas, Chairman & CEO        Edward Capuano, President


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<PAGE>

                                  SCHEDULE 3.8

                                   AGREEMENTS

NONE.


                                       14
<PAGE>

                                  SCHEDULE 4.8

                                   AGREEMENTS

NONE.


                                       15