BCAM INTERNATIONAL INC.




             

MASTHEAD MANAGEMENT INC.
100 Richmond Street East
Suite 435
TORONTO, Ontario
M5C 2P9

Attention:  Norman B. Wright, President


Dear Sir,

CONSULTING AGREEMENT AND TERMS OF ENGAGEMENT

The  purpose  of this  letter  is to set  out  the  terms  and  conditions  of a
Consulting  Agreement  between  BCAM  International  Inc.  (the  "Company")  and
Masthead Management Inc. ("Masthead").


1.       CONSULTING ENGAGEMENT

         The  Company  agrees to retain  Masthead  as a  consultant  to  provide
         management  and  executive  services  to the  Company.  For  its  part,
         Masthead  undertakes  to provide  these  services to the  Company,  and
         specifically to retain the services of Norman B. Wright ("Mr.  Wright")
         as its agent for that purpose.

         In order to  facilitate  the  provision  of  services  as  contemplated
         hereby,  the Company  will  procure  that Mr.  Wright be  appointed  as
         President and Chief Executive  Officer of the HumanCad Systems Division
         of the  Company,  and he will also be  appointed  as a director  of the
         Company and be appointed to the office of Vice-Chairman of the Company.
         It is acknowledged by both Masthead and Mr. Wright that his appointment
         as a director of the Company and of any subsidiaries, is, together with
         all other  directors,  subject  to review  by the  shareholders  of the
         Company annually.  Whilst the Company agrees to use its best endeavours
         to ensure that Mr.  Wright  will hold the  positions  described,  it is
         neither a condition nor provision of the continued retainer of Masthead
         that Mr. Wright should retain the offices or the directorship described
         in the event that shareholders of the Company determine otherwise.

         The  consulting  services to be provided by Masthead  shall be provided
         from its base in Toronto, Ontario, Canada, and neither Masthead nor Mr.
         Wright  shall be required  to  relocate to any other place  except with
         their respective consent and approval.

         The services to be provided by Masthead  shall include the  procurement
         of the  services  of Mr.  Wright for a basic  minimum  of 200  business
         /working days per year during the term of this Agreement.


2.       TERM OF ENGAGEMENT

         The  appointment  under this Agreement shall be for a term of two years
         commencing  on April 7, 1997,  and  expiring  on April 7, 1999,  unless
         previously determined in the circumstances provided for below or unless
         extended  after  that  expiration  date.  Prior to April 7,  1999,  the
         Company and  Masthead  now express  their  mutual  intent to  negotiate
         together in good faith for a subsequent renewal of the engagement for a
         one year term, which extended term may, by mutual agreement, be renewed
         again for further  terms of one year or more or less as may be mutually
         agreed between the parties.


3.       NON-COMPETITION

         The parties  acknowledge  that the  Consulting  Agreement  entered into
         hereby will oblige  Masthead and Mr. Wright to provide  their  services
         and devote their principal efforts to the Company's business, though it
         does not provide the Company with  exclusive  rights to the services of
         Masthead or of Mr.  Wright.  Masthead and Mr. Wright  acknowledge  that
         they will be under a duty not to participate in competitive  activities
         such as the provision of facilities or services to any  corporation  or
         business  which  is  engaged  in a  competitive  way  with  any  of the
         Company's operations.


4.       FEES AND REMUNERATION AND EXPENSES

         In  consideration  of the Agreement of Masthead to provide the services
         described herein, the Company agrees to make the following payments and
         grant the further considerations described below:-

         (a)      the Company will pay to Masthead a basic consulting fee at the
                  rate of  US$125,000.00  per year,  to be paid in twelve  equal
                  monthly  instalments,  payable without  deductions on the last
                  day of each calendar month;

         (b)      the  Company  will pay to Masthead a  performance  bonus on an
                  annual basis within 30 days of the end of the Company's fiscal
                  year.  The amount of such bonus shall be fixed by the board of
                  directors  of the  Company  acting upon  recommendations  from
                  Management and its Compensation  Committee,  provided that the
                  minimum  amount of  incentive  bonus  payable to  Masthead  in
                  respect of each of the first two years of the engagement  will
                  be not less than US$25,000.00;

         (c)      the Company will require  Masthead to maintain a motor vehicle
                  of  appropriate  quality to reflect the standing of Mr. Wright
                  in the Company'S  hierarchy.  In  consideration  of Masthead'S
                  agreement to provide  such a vehicle,  the Company will pay to
                  Masthead a non-accountable  vehicle allowance of US$700.00 per
                  month and will also  reimburse  Masthead the cost of insurance
                  and  maintenance  of such  vehicle  upon  delivery of properly
                  vouched evidence of expenditures on such account;

         (d)      the  Company  will  reimburse   Masthead  with  the  costs  of
                  maintaining an executive  health plan for Mr. Wright including
                  US$300,000.00  Term Life Insurance,  such  reimbursement to be
                  made  upon   presentation  of  properly  vouched  evidence  of
                  expenditures on this account;

         (e)      the Company will  maintain an insurance  policy for the  
                  protection of its directors and officers and will procure that
                  Mr. Wright is included as a named insured on such policy;

         (f)      the Company will  reimburse to Masthead all costs and expenses
                  incurred by Masthead  and/or Mr. Wright in connection with the
                  provision of services under this Agreement including,  but not
                  limited to promotion travel, long distance telephone, cellular
                  phone, copier costs, couriers and general petty disbursements,
                  as well as  accommodation  and related costs in respect of any
                  business conducted or services performed outside Toronto.


5.       INCENTIVE STOCK OPTION PLAN

         The  Company has an  Incentive  Stock  Option  Plan,  but is  presently
         engaged in a reorganization of its share capital and a refinancing. The
         Company  accordingly  agrees to grant to  Masthead  (or,  if  necessary
         pursuant to applicable provisions of the United States Internal Revenue
         Code applicable to such Plans to Mr. Wright directly),  incentive stock
         options to purchase  the  equivalent  of 500,000  common  shares in the
         capital   of  the   Company  as  now   presently   (pre-reorganization)
         structured. The exercise price of such options shall be equal per share
         to the price per share being paid in the presently proposed refinancing
         and such options  shall all be  exercisable  within five years from the
         date of vesting. Of the 500,000 options so granted,  250,000 shall vest
         immediately   upon   commencement   of   the   consulting   arrangement
         contemplated by this Agreement, and the remaining 250,000 shall vest on
         the first day of the second year of the term of engagement.



<PAGE>



6.       TERMINATION

         This  Agreement  is for a  fixed  term  of two  years  and  subject  to
         extensions  by  mutual  agreement  thereafter.  This  agreement  may be
         terminated  at any time by mutual  agreement  between  the  Company and
         Masthead,  provided  that any such  change  shall not be  effective  or
         binding  unless  recorded in writing and signed by both the Company and
         Masthead.

         Notwithstanding  the fixed  term of the  engagement,  the  Company  may
         terminate the  engagement  of Masthead at any time for cause  including
         but not  limited  to any  material  breach  of the  provisions  of this
         Agreement  by Masthead  or any servant or agent of Masthead  engaged by
         Masthead to provide services hereunder.  It is acknowledged by Masthead
         that in the event that it fails to provide the  services of Mr.  Wright
         for a period in excess of 40 working days total in any six month period
         may, in the discretion of the Company,  be considered  sufficient cause
         for the purposes of this provision.


7.       CONFIDENTIAL INFORMATION AND NON-COMPETITION

         (a)      Both  Masthead  and  Mr.  Wright  acknowledge  that  in  their
                  respective  positions  as  consultants  and  executive  of the
                  Company,  each of them will acquire  information about certain
                  matters and things which are  confidential  to the Company and
                  which  information  is the  exclusive  property of the Company
                  including but without limiting the generality of the foregoing
                  the following:-

                  (i)      customer lists;
                  (ii)     pricing policies;
                  (iii)  technology  and  technological   information,   whether
                  patented or not; (iv) market research and product  development
                  information.

         (b)      Each  of  Masthead  and  Mr.  Wright   acknowledge  that  such
                  information  as  referred to in  subclause  (a) above could be
                  used to the detriment of the Company. Accordingly Masthead and
                  Mr.  Wright  undertake  to  treat   confidentially   all  such
                  information,  and agree not to disclose  the same to any third
                  party,  either during,  or after its  termination for whatever
                  reason.

         (c)      Each of Masthead  and Mr.  Wright  acknowledge  that,  without
                  prejudice to all and any rights of the Company,  an injunction
                  is the only effective  remedy to protect the Company's  rights
                  and property as set out in subclauses (a) and (b) above.

         (d)      Masthead and Mr. Wright  acknowledge that as a consultant and
                  executive officer of the Company respectively, they will gain
                  a knowledge of the  Company's  technology  and products and a
                  close working  relationship with the Company's  suppliers and
                  customers  which knowledge and  relationships  would, if used
                  for  competitive  purposes or made available to a competitor,
                  injure the Company.  Masthead and Mr. Wright  therefore agree
                  that,  for a period of not less than  twelve  months from the
                  date of  termination  of this  Agreement  for any  reason  or
                  cause,  they will neither accept  engagement or employment or
                  any other  position with the intent of providing  information
                  or  services to any  developer  or  manufacturer  of products
                  competitive with those of the Company,  nor solicit or accept
                  business with respect to products  competitive  with those of
                  the  Company in any State or  country in which the  Company's
                  products have been marketed  during the period of twenty-four
                  months prior to the date of such termination.

         (e)      The Company has established,  and may amend from time to time,
                  a detailed  Confidentiality and Non-Competition  Agreement for
                  execution  by all  of its  consultants  and  employees,  which
                  document may include the  foregoing  provisions  together with
                  further and more detailed provisions for the protection of the
                  Company's interests and property;  Masthead and Mr. Wright may
                  be  asked  to  execute  a  copy  of  such   Agreement  at  the
                  commencement  of  the  engagement,  or  subsequently,  and  to
                  execute and deliver  copies of amended  versions  thereof,  if
                  any, from time to time, and each of them undertakes to execute
                  the same as and when called upon to do so.

If the foregoing  terms are accepted,  please  countersign and date the original
and the enclosed two copies of this letter at the foot where indicated.

I look forward to a long and mutually beneficial relationship.


Yours truly,

BCAM INTERNATIONAL INC.

\s\ Michael Strauss
----------------------
Per:
                             MASTHEAD  MANAGEMENT  INC. AND NORMAN
                             B. WRIGHT HEREBY  CONFIRM  ACCEPTANCE 
                             OF THE FOREGOING TERMS.

                             MASTHEAD MANAGEMENT INC.
                             \s\ Norman B. Wright
                             ----------------------
                             NORMAN B. WRIGHT
                             Dated: April 7       1997.