Josephberg Grosz & Co., Inc.
     Investment Bankers
     810 Seventh Avenue o New York, NY 10019
     (212) 974-3326 Fax (212) 397-5832


                                              December 2, 1996


Michael Strauss
Chairman, CEO
BCAM International, Inc.
1800 Walt Whitman Road
Melville, NY 11747

Dear Mike:

I. The  purpose of this letter is to set forth the terms of our  agreement  (the
"Agreement") with respect to the compensation which Josephberg Grosz & Co., Inc.
or  its  designees  ("JGC")  is to  receive  for  assisting  and  advising  BCAM
International,  Inc. or related entities, direct or indirect (the "Company"), on
its  acquisition  of Drew Shoe  Corporation  ("DS") and in  obtaining  a capital
infusion of equity,  debt,  letter or line of credit,  lease  financing or other
types of financial  transactions,  including any transactions of financial value
as it  relates to DS and the  Company  (the  "Financing").  Our focus will be on
advising  the Company and  providing  Financing of  $8,500,000  (less any dollar
amount  raised by the Company  through the  conversion  of its warrants and also
before JGC's fees) for your acquisition of Drew Shoe Corporation and capital for
your  Company  after the  acquisition.  With  senior  debt  already  in place of
approximately $2,500,000,  the capital will probably be in the form of equity or
subordinated  debt,  including a special class of convertible  preferred  stock.
Based on the  representations  you have  made on DS  financials,  the  Company's
future  business and joint venture  prospects ant the projected use of proceeds,
we are highly confident that the following  general terms for the Financing will
be acceptable to the Investor: an 8% cumulative convertible preferred stock: the
preferred will be  convertible  twelve months from the  anniversary  date of the
investment  at a 25% discount to the average bid / ask price over the  preceding
10 day  period;  the 8%  dividend  would be  offered  at the end of the 12 month
period in cash or stock (we should decide) but could, depending on negotiations,
be due earlier.  At the end of the 12 month period, put / call provisions may be
negotiated  along with additional  holding  periods with  negotiated  conversion
prices.  Piggy-back and  registration  rights (if at least 2/3 of the investment
group request it) in addition to dilution  provisions are also key factors to be
addressed.  Obviously,  we will  attempt to minimize  dilution and not strap the
Company's cash flow. We also  understand  that it is the Company's  objective to
close the acquisition and have the Financing in place prior to February 1, 1997.

II. To assist and advise the Company in the acquisition and obtaining Financing,
the  Company  agrees to engage JGC as its  investment  advisor  with  respect to
Financing  sources,  direct or indirect,  (the "Investor").  When such Financing
from the  Investor  (other than a Financing  in the nature of one  described  in
paragraphs III & IV below) is provided, JGC will be compensated


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Michael Strauss
December 2, 1996
Page Two

by the Company,  in full, at the closing of the Financing,  by receiving a total
fee of 8%, including both a cash fee of 6% and a fee of 2% in the form of common
stock of the Company,  the total fees (8%) equal to the total gross dollar value
received or to be received  (including  any form of equity,  stock,  convertible
securities or subordinated  debt  Financing) by the Company.  Any and all common
stock to be  received by JGC as a fee shall have  appropriate  piggy-back-rights
and be priced at the closing of the Financing based on the same valuation as the
Financing (i.e. $8,500,000 Financing provided; JGC receives a cash fee of 6%, to
be $510,000  and a 2% fee equal to  $170,000 in the form of common  stock of the
Company).  In  addition,  JGC will have the right to  invest in the  Company  by
receiving a five year  warrant  for a total  dollar  amount  equal to 10% of the
total  Financing  provided by the Investor at the same price as the Investor and
the same rights as the Investor.

III. For senior debt, credit facilities,  guarantees; lease financing and letter
or line of credit Financing,  JGC's cash fee, if such is provided by an Investor
introduced  by JGC,  directly or  indirectly,  shall be 2.0% of the total dollar
value received or made available to the Company.

IV. In the event the Company enters into a merger,  acquisition or joint venture
with an  Investor,  introduced  by JGC,  directly  or  indirectly,  JGC  will be
compensated by the Company,  in full, at the closing thereof, in accordance with
the 5/4/3 Formula,  (i.e. by receiving a cash fee of 5% of the first  $1,000,000
of Value received by the Company or the Investor, whichever is applicable, 4% of
the second  $1,000,000  and 3% of all Value  received in excess of  $3,000,000).
While not all inclusive,  Value shall include total cash,  notes,  debt,  stock,
consulting, non-compete, earn-out, sales and royalty agreements.

V. The fees in paragraphs  II, III and IV above are totally  independent  of one
another and are based upon the type or types of transactions JGC arranges.

VI. In addition,  if JGC is successful in obtaining such Financing,  (i.e.,  the
fees in  paragraphs  II),  JGC shall  receive,  at  closing,  a 1% cash  expense
reimbursement,  (i.e. $8,500,000 total Financing provided or made available, JGC
receives  1%, to be  $85,000).  In  addition,  JGC shall be  reimbursed  for all
out-of-pocket  expenses from the date of the execution of this  Agreement  until
its termination.  However, all expenses to be reimbursed must be approved by the
Company in advance.

VII. Upon the execution of this  Agreement,  the Company agrees to pay JGC a fee
of  $13,000  and an  additional  $12,000  thirty  days from the  signing of this
Agreement,  for a total of  $25,000.  Such fee is to advise  the  Company on its
acquisition of Drew and to provide

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Michael Strauss
December 2, 1996
Page Three

Financing for the Drew  acquisition  and capital for the Company.  JGC will also
advise  the  Company  on its  Business  Plan  for  the  Financing  of  the  Drew
acquisition and capital for the Company.

VIII.  This Agreement may be terminated or amended by the Company on January 10,
1997 or anytime  thereafter with ten days prior written  notice.  Termination of
this Agreement shall not release the Company of its obligation to compensate JGC
for its  services  rendered  including  the  completion  of the  Financing as it
relates to this  Agreement,  including  paragraphs two, three and four. In other
words JGC shall be  compensated  if any party  introduced  as it relates to this
Agreement,  enters  into a  transaction  or  provides  Financing  as long as the
transaction  (transactions)  or  Financing  (Financings)  was  provided by those
parties within one year after termination of this Agreement.

IX. It is  understood  and  agreed  that you  shall  have the right to accept or
reject in your judgement the terms of any Financing or  transaction  proposed by
any  Financing  Sources,  Investors,   strategic  partners  and/or  corporations
presented  to you. If such  Financing is provided by the Investor to the Company
and  accepted,  the Company  agrees to represent  to the  Investor  prior to the
closing of the transaction that the fees due and payable to JGC as they apply to
this Agreement will be paid to JGC at the closing of the transaction.

X. This Agreement shall be governed and construed in accordance with the laws of
the State of New York.  In the event of any  dispute  between us  regarding  the
subject matter of this Agreement, such dispute shall be submitted to arbitration
before a single  arbitrator in New York City in accordance with the rules of the
American  Arbitration  Association.  Any  decision  or award  shall be final and
binding upon the parties  hereto.  All legal fees and expenses  shall be paid to
the prevailing party by the losing party.

                                        Sincerely,
                                        Josephberg Grosz & Co., Inc.

                                        By: /s/ Richard A. Josephberg   12/2/96
                                            -----------------------------------
                                            Richard A. Josephberg        Date
                                            Chairman


AGREED AND ACCEPTED:
BCAM International, Inc.

By: /s/Michael Strauss                                        12/4/96
    ----------------------                                    -----------
    Michael Strauss                                           Date
    Chairman


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