Exhibit Index

Exhibit                           Description                           Page No.

10.49                    Amendment letter of agreement dated August       E-1
                         15, 1996 between the Company and McCord
                                 Winn Textron, Inc.

10.50                    Letter of agreement terminating the September    E-2
                         28, 1994, Development and License Agreement
                         between the Company and Lumex, Inc.

10.51                    Letter of agreement with Josephberg & Grosz      E-3
                         to provide the Company investment banking
                         services

10.52                    Stock Purchase Agreement with Drew Shoe          E-4
                         Corporation

27.00                    Financial Data Schedule                          E-5
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                                 Exhibit 10.49

                                Second Amendment
                                       To
                        Development And License Agreement

     THIS SECOND  AMENDMENT made as of 15 day of August 1996 by and between BCAM
International,  Inc.  (formerly  known as  Biomechanics  Corporation of America)
("BCAM") and McCord Winn Textron Inc. ("Textron").

         A.       BCAM and Textron  entered  into that certain  Development  and
                  License  Agreement dated as of March 5, 1993, as amended as of
                  October 27,  1993,  (herein,  the  "Agreement")  wherein  BCAM
                  granted an exclusive license to Textron for the use of certain
                  patents  and  know-how  relating  to an  interactive  feedback
                  system for evaluating and  controlling  load bearing  surfaces
                  such as seats;

         B.       In light of certain  disputes  which  have  arisen,  BCAM  and
                  Textron desire to further amend the Agreement,  as hereinafter
                  set forth,  to resolve such disputes,

          Accordingly,  in consideration of the premises and mutual promises and
covenants  herein  contained  BCAM and  Textron  mutually  agree  to  amend  the
Agreement as follows:

         2.       Section 1.3 "Intelligent Seat  Technology"  shall  be  amended
to read as follows:

         Section 1.3 "Intelligent  Seat  Technology"  shall mean (i) Patents and
         (ii) Know-How for an  interactive  feedback  system that  evaluates and
         controls a load bearing surface to provide improved comfort.

         3.       Section 1.4 "Know-How"  shall be amended to read in its
entirety as follows:

         Section  1.4  "Know-How"  shall  mean  all  trade  secrets,   technical
         information and data unpatented inventions, whether in documentary form
         or otherwise,  now possessed or hereafter developed or acquired by BCAM
         related to or used in connection with products  incorporating  Patents;
         provided,  however,  that Know-How  shall not include any  information,
         inventions or data which: (i) is or becomes a part of the public domain
         through no breach of this Agreement by Textron;  (ii) is available from
         third  parties;  (iii) was known to Textron  at the time of  disclosure
         thereof by BCAM; or (iv) is independently  developed by Textron without
         reference to any Know-How or breach of this Agreement by Textron.


         4.      Section 1.6 "Patents" of  the  Agreement  shall  be  amended to
include  "U.S. Patent No.  5,283,735 issued February 1, 1994 (from Serial Number
07/986,094 filed December 4, 1992)".

         5.      Article IV, "Payments" of  the Agreement shall  be  amended  to
read in its entirety as follows:

                                   Article IV
                             Royalties and Payments

                   4.1 BCAM  acknowledges  it received  from  Textron the sum of
          Five Hundred Fifty Thousand  Dollars  ($550,000)  (herein,  the "Fixed
          Fee") for certain  development  services and  licenses  related to the
          Intelligent Seat Technology.

                   4.2  In  consideration  of the  payment  of  the  Fixed  Fee,
          Textron's  obligation to pay royalties for any products designed as of
          the date  hereof  relating  to Patents  and  Know-How  transmitted  or
          disclosed on or before May 30, 1996 and sold in commercial  quantities
          shall  expire on December 31,  1999.  From and after  January 1, 2000,
          Textron shall pay Royalties for products  which  actually  incorporate
          Patents and Know-How transmitted to Textron by BCAM after May 31, 1996
          and sold in commercial  quantities by Textron or its  sublicensee,  as
          the  case  may  be;  provided  however,  that  Textron  shall  not pay
          Royalties with respect to any products sold to Lear Corporation to the
          extent  such  products  incorporate  Patents or Know-How to which Lear
          Corporation  ("Lear") has a right and license pursuant to that certain
          Agreement  dated  September  29, 1993 ("Lear  Agreement")  and further
          provided  that Textron  shall pay  Royalties  with respect to products
          sold to Lear which  incorporate BCAM patents,  technology and know-how
          to which Lear has no right or license  pursuant to the Lear Agreement.
          The  Royalties  payable  shall be: (i) with respect to  Transportation
          industry  products,  the amount  per unit as set forth on Exhibit  4.2
          hereto;  and (ii) with  respect to each unit of product  designed  for
          wheelchairs,   hospital  beds  and  office   furniture   applications,
          Royalties  equal to five percent (5%) of the net selling price of each
          unit of product.  For  purposes of this  Agreement,  "net sales price"
          means the sales price less discounts,  sales or other taxes, shipping,
          insurance,  packaging,  duties, commissions,  purchased components and
          allowances for returned products.

                   4.3  Notwithstanding the provisions of Section 4.2 hereof, no
          Royalties  shall be due or  payable  with  respect  to:  (i)  products
          incorporating Intelligent Seat Technology for which a sales commission
          is payable to BCAM  pursuant to this  Agreement;  or (ii) any products
          for which Textron is granted a license under this Agreement  which are
          not produced in commercial quantities.


                   4.4 It is expressly  understood and agreed that Textron shall
          receive  a credit  for a portion  of the  Fixed  Fee in the  aggregate
          amount of  $150,000  (the  "Credit")  against  any  Royalties  due and
          payable hereunder,  such amount to be credited  proportionately over a
          four (4) year period (the "Period")  commencing in the first year when
          Royalties become payable; provided however, that in no event shall the
          Credit exceed the Royalties due in any one year during such period. If
          the accrued  Royalties do not equal the Credit in any given year, such
          remainder  Credit  shall be  rolledover  and  added  the  next  year's
          proportion  of the Credit.  If at the end of the Period there is still
          outstanding  any  portion  of the  Credit,  then the  Credit  shall be
          carried forward for an additional  period of one (1) year, after which
          time the Credit, if not used, shall be extinguished.

                   4.4 Royalties  payable hereunder shall be paid within 31 days
          after  the end of each  calendar  quarter  with  respect  to  sales by
          Textron of products subject to Royalties during such quarter.

                   4.5 The Fixed Fee and  Royalties set forth in this Article IV
          shall be the entire  compensation  payable by Textron  for the License
          and BCAM's obligations under this Agreement.

          6.      Except as  specifically  amended  herein,  all other terms and
conditions of the Agreement shall remain the same and unchanged.

          IN WITNESS WHEREOF,  each party hereto has caused this Amendment to be
signed by its authorized representative as of the date first

                             BCAM International Inc.
Attest:

/s/ Allan Tepper                       By: /s/ Michael Strauss
-----------------                          --------------------
Assistant Secretary                        Michael Strauss
                                           President

                            McCord Winn Textron Inc.

Attest:

/s/ M A Ross                           By: /s/ George Daniels
--------------                            --------------------
Assistant Secretary                       George Daniels
                                          President

Textron  agrees to work  with BCAM  throughout  the term of this  Agreement  and
intends to  incorporate  future  developments  and  improvements  to Patents and
Know-How into Textrons  products where those  developments and improvements meet
the competitive  market  requirements of the customers,  including cost, quality
and performance objectives. /s/ MS
                            ------
                            /s/ GD
                            ------




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