STOCK PURCHASE AGREEMENT

                           BY AND AMONG

                     BCAM INTERNATIONAL, INC.

                         CHARLES SCHUYLER

                               AND

                           FRANK SHYJKA


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                        TABLE OF CONTENTS

    ARTICLE 1 PURCHASE AND SALE OF SHARES. . . . . . . . . . . . . . . . . . . 1
    1.1   Purchase and Sale of Sellers Shares. . . . . . . . . . . . . . . . . 1

    ARTICLE 2 PURCHASE PRICE AND TERMS OF PAYMENT. . . . . . . . . . . . . . . 1
    2.1   Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    2.2   Cash Purchase Price Adjustment - Inventory . . . . . . . . . . . . . 2
    2.3   Cash Purchase Price Adjustment - Taxes . . . . . . . . . . . . . . . 3

    ARTICLE 3 CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

    ARTICLE 4 OBLIGATIONS AT CLOSING . . . . . . . . . . . . . . . . . . . . . 4
    4.1   Obligations of Shareholders at Closing . . . . . . . . . . . . . . . 4
    4.2   Obligations of Purchaser at Closing. . . . . . . . . . . . . . . . . 5
    4.3   Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 6
    4.4   Full Performance . . . . . . . . . . . . . . . . . . . . . . . . . . 6

    ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS . . . . . . . . . 6
    5.1   Organization and Good Standing of Seller . . . . . . . . . . . . . . 6
    5.2   Capacity to Execute Agreement and Enforceability . . . . . . . . . . 7
    5.3   Effect of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 7
    5.4   Capitalization and Ownership of Capital Stock. . . . . . . . . . . . 7
    5.5   Government and Other Consents. . . . . . . . . . . . . . . . . . . . 7
    5.6   Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . 8
    5.7   No Subsidiaries or Investments . . . . . . . . . . . . . . . . . . . 8
    5.8   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 8
    5.9   Title to Properties; Encumbrances. . . . . . . . . . . . . . . . . . 9
    5.10  Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    5.11  Business Practices . . . . . . . . . . . . . . . . . . . . . . . . .10
    5.12  Officers, Directors and Key Employees. . . . . . . . . . . . . . . .10
    5.13  Employment Arrangements. . . . . . . . . . . . . . . . . . . . . . .10
    5.14  Employee Relations . . . . . . . . . . . . . . . . . . . . . . . . .10
    5.15  Contracts and Liabilities. . . . . . . . . . . . . . . . . . . . . .11
    5.16  Operation of Drew. . . . . . . . . . . . . . . . . . . . . . . . . .13
    5.17  Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . .15
    5.18  Related-Party Transactions . . . . . . . . . . . . . . . . . . . . .15
    5.19  Compliance with ERISA. . . . . . . . . . . . . . . . . . . . . . . .16
    5.20  Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
    5.21  Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . .17
    5.22  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . .18
    5.23  Product Warranty . . . . . . . . . . . . . . . . . . . . . . . . . .19
    5.24  Permits, Licenses, Compliance with Laws. . . . . . . . . . . . . . .19
    5.25  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19


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    5.26  Consigned Merchandise. . . . . . . . . . . . . . . . . . . . . . . .20
    5.27  Notes and Accounts Receivable  . . . . . . . . . . . . . . . . . . .20
    5.28  Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
    5.29  Product Liability. . . . . . . . . . . . . . . . . . . . . . . . . .20
    5.30  Banks, Safe Deposit Boxes; Powers of Attorney. . . . . . . . . . . .20
    5.31  Material Information; Full Disclosure. . . . . . . . . . . . . . . .21

    ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER. . . . . . . . . . .21
    6.1   Organization and Good Standing of Purchaser. . . . . . . . . . . . .21
    6.2   Authorization of Agreement and Enforceability. . . . . . . . . . . .21
    6.3   Effect of Agreement. . . . . . . . . . . . . . . . . . . . . . . . .21
    6.4   Government and Other Consents. . . . . . . . . . . . . . . . . . . .22
    6.5   Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
    6.6   Material Information; Full Disclosure. . . . . . . . . . . . . . . .22
    6.7   SEC Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
    6.8   Schuyler Common Shares . . . . . . . . . . . . . . . . . . . . . . .23

    ARTICLE 7 COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . .23
    7.1   Conduct of the Business Prior to Closing . . . . . . . . . . . . . .23
    7.2   Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
    7.3   Non Union Pension Plan . . . . . . . . . . . . . . . . . . . . . . .27
    7.4   Drew's 1996 Financial Statements . . . . . . . . . . . . . . . . . .27
    7.5   Covenant Relating to Books and Records . . . . . . . . . . . . . . .27

    ARTICLE 8 CONDITION PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . .28
    8.1   Conditions Precedent to Purchaser's Obligations. . . . . . . . . . .28
    8.2   Conditions Precedent to the Selling Shareholders' Obligations. . . .29

    ARTICLE 9 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . .30
    9.1   Indemnification by Shareholders. . . . . . . . . . . . . . . . . . .30
    9.2   Indemnification by Purchaser . . . . . . . . . . . . . . . . . . . .31
    9.3   Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . .31
    9.4   No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
    9.5   Third Party Claims . . . . . . . . . . . . . . . . . . . . . . . . .31

    ARTICLE 10 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
    10.1  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
    10.2  Sales, Transfer and Documentary Taxes, etc . . . . . . . . . . . . .33
    10.3  Survival of Representations and Warranties . . . . . . . . . . . . .33
    10.4  No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . .33
    10.5  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
    10.6  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .34
    10.7  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
    10.8  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .34


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    10.9  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . .35
    10.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
    10.11 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
    10.12 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
    10.13 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . .35
    10.14 No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . .35
    10.15 Construction of Agreement. . . . . . . . . . . . . . . . . . . . . .35


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                     STOCK PURCHASE AGREEMENT


     AGREEMENT  ("Agreement"),  made as of the 20th day of March,  1997,  by and
among BCAM  INTERNATIONAL,  INC.,  ("Purchaser") a New York corporation with its
principal place of business at 1800 Walt Whitman Road, Melville,  New York 11746
("Purchaser"),  CHARLES  SCHUYLER  ("Schuyler"),  residing  at 129 W.  Broadway,
Granville, Ohio 43023 and FRANK SHYJKA ("Shyjka" and together with Schuyler, the
"Shareholders"  or  "Selling  Shareholders")  residing at 112 N.  Ardmore  Road,
Bexley,  Ohio  43209.  Purchaser  and  Shareholders  are  sometimes  referred to
collectively herein as the "Parties" and individually as a "Party."

                           WITNESSETH:

     WHEREAS,  each of the  Shareholders  is the record and beneficial  owner of
eight  hundred  fifty-four  and  91445/100000  (854.91445)  shares of the Common
Stock,  without  par  value  (all  such  one  thousand  seven  hundred  nine and
82890/100000 (1,709.82890) shares hereafter called the "Sellers Shares") of DREW
SHOE  CORPORATION,  an Ohio  corporation  ("Drew" or the  "Corporation"),  which
shares  constitute all of the issued and outstanding  shares of capital stock of
Drew; and

     WHEREAS,  Purchaser  desires  to  purchase  the  Sellers  Shares  from  the
Shareholders  and the  Shareholders  desire to sell Sellers Shares to Purchaser,
upon the terms and conditions set forth in this  Agreement,  so that,  following
consummation  of the  transaction  contemplated  hereby,  Purchaser shall be the
record and beneficial  owner of the Sellers Shares,  which constitute all of the
issued and outstanding shares of capital stock of Drew.

     NOW, THEREFORE, in consideration of the premises and of the representations
and warranties,  covenants and agreements hereinafter  contained,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

                            ARTICLE 1
               PURCHASE AND SALE OF SELLERS SHARES

     1.1  Purchase  and  Sale of  Shares.  Subject  to and upon  the  terms  and
conditions set forth in this Agreement at the Closing (as hereinafter  defined),
each of the Shareholders  shall sell,  assign,  transfer and deliver the Sellers
Shares and all right,  title and interest therein to Purchaser free and clear of
all liens,  claims,  encumbrances  and  restrictions  of any kind, and Purchaser
shall purchase the Sellers Shares from the Shareholders.
                            ARTICLE 2
               PURCHASE PRICE AND TERMS OF PAYMENT

     2.1 Purchase Price. In consideration of the sale, assignment,  transfer and
delivery  of the Sellers  Shares by the  Shareholders  and all right,  title and
interest  therein  to  Purchaser,  and in  reliance  upon  the  representations,
warranties,  covenants  and  agreements  made  herein  by  the  Shareholders  to
Purchaser,  Purchaser  agrees to pay  Shareholders at Closing the purchase price
("Purchase Price") of Four Million Six Hundred Eighty-Four Thousand ($4,684,000)
Dollars, as follows:


<PAGE>

     (a) to  deliver  to  Shareholders  the sum of Four  Million  Three  Hundred
Thousand and 00/100  ($4,300,000.00)  Dollars  ("Cash  Purchase  Price") by wire
transfer or good certified check drawn on New York Clearing House funds, and

     (b) to deliver to Schuyler the  additional  sum of Three  Hundred  Thousand
($300,000)  Dollars in the form of no par value common stock  ("Schuyler  Common
Shares") of the Purchaser.  The number of Schuyler Common Shares to be delivered
shall be determined by dividing into Three Hundred Thousand  ($300,000)  Dollars
the average of the closing bid and asked prices of the Purchaser's  common stock
in the over-the-counter market for the ten trading days preceding the Closing.

     (c) to deliver to each of the Shareholders a promissory note  (collectively
the "Note") in the face amount of Forty-Two  Thousand  ($42,000) Dollars) (total
Eight-Four Thousand ($84,000) Dollars) in the form annexed hereto as Exhibit A.

     2.2 Cash Purchase Price Adjustment - Inventory.

     (a) The Cash  Purchase  Price  shall be  adjusted  at  Closing  ("Inventory
Adjustment") to reflect the difference between:

     (i) the pre-audit  inventory  (exclusive of any inventory valuation reserve
or adjustments  reflecting  physical  inventories taken at certain retail stores
prior to December, 1996) on Drew's books as of December 31, 1996 determined on a
basis consistently applied throughout the calendar year 1996; and

     (ii) the extended physical inventory  (exclusive of any inventory valuation
reserve except as deemed required by Deloitte & Touche LLP) at December 31, 1996
as audited by Deloitte & Touche LLP, Drew's independent auditors, and determined
on a basis consistent with prior years and methodology applied throughout 1996.

     (b)1. If the inventory  determined in (ii) above is less than the inventory
determined in (i) above by less than $500,000,  then the purchase price shall be
adjusted upward by fifty percent of the difference.

     2. If the  inventory as  determined  in (ii) above exceeds the inventory as
determined in (i) above, the purchase price shall be adjusted upward by $250,000
plus fifty percent of the positive  difference in the two inventory  values.  If
the  inventory as determined in (i) above exceeds the inventory as determined in
(ii) above by more than  $500,000  but less than  $1,000,000,  then the purchase
price shall be  adjusted  downward by fifty  percent of the  difference.  To the
extent that the  difference  exceeds  $1,000,000,  the  purchase  price shall be
adjusted  downward  by 100% of the  difference  in  excess of  $1,000,000.  This
adjustment is in addition to the fifty  percent  adjustment  for the  difference
between $500,000 and $1,000,000.

                                       2
<PAGE>

     (c) Any  adjustment  to the Cash  Purchase  Price shall be equally  divided
between Schuyler and Shyjka.

     2.3 Cash Purchase Price Adjustment - Taxes.

     (a) The Cash  Purchase  Price  shall be  adjusted  at such  time  after the
Closing as Drew's  December 31, 1996 financial  statement  audit is complete and
Drew's  accountants,  Deloitte & Touche LLP,  have prepared  Drew's  federal and
state  income tax returns for 1996,  including  the  preparation  of federal tax
forms K-1 for the Shareholders.  The amount of income tax liability attributable
to the  Shareholders  from these tax  returns  shall be  calculated  pursuant to
Section  7.1(d).  This income tax liability  shall be compared to the cumulative
amounts  previously  distributed,  with  respect  to  1996  taxable  income,  in
accordance  with  Section  7.1(d).  If this  income tax  liability  exceeds  the
aggregate amount previously distributed to the Shareholders with respect to 1996
taxable income, then the Purchase Price shall be increased by the difference. If
this  income  tax  liability  is  less  than  the  aggregate  amount  previously
distributed to the  Shareholders  with respect to 1996 taxable income,  then the
Purchase Price shall be reduced by the  difference.  The adjustment  required by
this Section  2.1(c) shall be paid by Purchaser to the  Shareholders,  or by the
Shareholders to Purchaser,  within thirty (30) days after the receipt of written
notification from Drew of such final determination. The Vice President - Finance
shall  perform such  calculations  and Drew shall notify both  Purchaser and the
Shareholders  of his  determination  within  thirty  (30) days of the receipt of
Drew's 1996  federal and state  income tax returns  from its  accountants.  Such
determination of income taxes shall apply the methodology and be consistent with
past practices.

     (b) The Cash  Purchase  Price  shall be  further  adjusted  at such time as
Drew's  December  31, 1997  financial  statement  audit is  complete  and Drew's
accountants  have prepared Drew's federal and state income tax returns for 1997,
including the  preparation  of federal tax forms K-1 for the  Shareholders.  The
amount of income tax liability  attributable to the Shareholders  from these tax
returns  shall be  calculated  pursuant  to  Section  7.1(d).  This  income  tax
liability shall be compared to the cumulative  amounts  previously  distributed,
with respect to 1997 taxable income,  in accordance with Section 7.1(d). If this
income tax liability exceeds the aggregate amount previously  distributed to the
Shareholders with respect to 1997 taxable income,  then the Purchase Price shall
be increased by the  difference.  If this income tax  liability is less than the
aggregate amount previously distributed to the Shareholders with respect to 1997
taxable income, then the Purchase Price shall be reduced by the difference.  The
adjustment  required by this  Section  2.1(d)  shall be paid by Purchaser to the
Shareholders, or by the Shareholders to Purchaser, within thirty (30) days after
the receipt of written  notification  from the Vice President Finance of Drew of
such final  determination.  The Vice  President  - Finance  shall  perform  such
calculations,   and  notify  both   Purchaser  and  the   Shareholders   of  his
determination, within thirty (30) days of the receipt of Drew's 1997 federal and
state income tax returns from its accountants.

                                       3
<PAGE>

     (c) The  adjustments  described  in  subsections  2.3(a) and 2.3(b)  hereof
including  distributions  made pursuant to  subsection  7.1(d) hereof are herein
called the "Income Tax Adjustment."

                            ARTICLE 3
                             CLOSING

     Subject to Section 7.4 hereof,  the closing of the  transactions  hereunder
(the  "Closing")  shall take place at the  offices  of Ruskin,  Moscou,  Evans &
Faltischek,  P.C.,  170 Old Country Road,  Mineola,  New York 11501,  counsel to
Purchaser,  on such  business  day prior to March 28, 1997,  as Purchaser  shall
notify  Sellers  at least  five (5) days  prior  thereto.  The day on which  the
Closing  actually  takes place is herein  sometimes  referred to as the "Closing
Date."

                            ARTICLE 4
                      OBLIGATIONS AT CLOSING

     4.1 Obligations of Shareholders at Closing. At Closing,  Shareholders shall
deliver, or cause to be delivered, to Purchaser the following:

     (a) valid stock certificates representing the Sellers Shares, duly endorsed
in blank at Closing by each of the  Shareholders  as to the Sellers Shares owned
by him;

     (b) an  employment  agreement  between  Drew and  Schuyler  (the  "Schuyler
Employment Agreement"),  duly executed by Schuyler in the form annexed hereto as
Exhibit B;

     (c) an employment agreement between Drew and Shyjka (the "Shyjka Employment
Agreement"), duly executed by Shyjka in the form annexed hereto as Exhibit C;

     (d) a  non-competition  undertaking  duly  executed by Schuyler in the form
annexed hereto as Exhibit D;

     (e) a  non-competition  undertaking  duly  executed  by  Shyjka in the form
annexed hereto as Exhibit E;

     (f) a true and complete copy of Drew's Articles of  Incorporation  (and any
amendments thereto),  certified as of a recent date by the Secretary of State of
Ohio;

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<PAGE>

     (g )a written opinion of Messrs.  Vorys, Sater,  Seymour and Pease, counsel
for Shareholders, dated the Closing Date in the form annexed hereto as Exhibit F
("Shareholders Counsel Opinion");

     (h) the resignation of Schuyler and Shyjka as directors of Drew;

     (i) an  investment  undertaking  of Schuyler  with  respect to the Schuyler
Common Shares in the form annexed hereto as Exhibit G; and

     (j)  any  and  all  such  other  documents,  agreements,  certificates  and
instruments  required  under this Agreement to be executed  and/or  delivered by
Shareholders to Purchaser; and

     (k)  agreement   terminating  the  Close   Corporation   Agreement  ("Close
Corporation Agreement") among Shyjka, Schuyler and Drew dated December 31, 1986.

     4.2  Obligations  of  Purchaser  at Closing.  At Closing,  Purchaser  shall
deliver, or cause to be delivered, to Shareholders the following:

     (a) the sum of Two Million One Hundred Fifty Thousand  ($2,150,000) Dollars
to  Schuyler by wire  transfer or good  certified  check,  subject to  Inventory
Adjustment and Income Tax Adjustment;

     (b )the sum of Two Million One Hundred Fifty Thousand  ($2,150,000) Dollars
to Shyjka  by wire  transfer  or good  certified  check,  subject  to  Inventory
Adjustment and Income Tax Adjustment;

     (c) the Notes  each in the face  amount  of  Forty-Two  Thousand  ($42,000)
Dollars;

     (d) the Schuyler Common Shares;

     (e) the Schuyler Employment Agreement, duly executed by Drew;

     (f) the Shyjka Employment Agreement, duly executed by Drew;

     (g )the Piggyback Registration Rights Agreement, a copy of which is annexed
hereto as Exhibit H ("Registration Rights Agreement");

     (h) a  certificate,  dated the Closing  Date, of the Secretary of Purchaser
certifying as true and correct the resolutions adopted by the Board of Directors
of Purchaser  approving  the  execution  and delivery of this  Agreement and the
consummation of the transactions contemplated hereby;

     (i) a written opinion of Ruskin, Moscou, Evans & Faltischek,  P.C., counsel
for  Purchaser  dated the Closing Date in the form  annexed  hereto as Exhibit I
("Purchaser's Counsel Opinion");



                                       5
<PAGE>

     (j) a  certificate,  dated  the  Closing  Date,  of the  Secretary  of Drew
certifying as true and correct the resolutions adopted by the Board of Directors
of  Drew  approving  the  execution  and  delivery  of the  Schuyler  Employment
Agreement, the Shyjka Employment Agreement, the Martin Employment Agreement, the
Recchi Employment  Agreement,  the Williams Employment Agreement and the Chapman
Employment  Agreement  (the latter four of which  agreements  are  described  in
subsection 8.1(k) hereof; and

     (k)  any  and  all  such  other  documents,  agreements,  certificates  and
instruments  required  under this Agreement to be executed  and/or  delivered by
Purchaser,  and all  payments  required  to be made,  pursuant  to the terms and
provisions of this Agreement.

     4.3  Further  Assurances.  At any  time  and from  time to time  after  the
Closing, at Purchaser's request and without further consideration,  Shareholders
will execute and deliver such other  instruments of sale,  transfer,  assignment
and delivery and take such action as Purchaser may reasonably  deem necessary or
desirable in order to more effectively transfer, assign and deliver to Purchaser
and to confirm Purchaser's title to the Sellers Shares.

     4.4 Full Performance.

     (a) This Agreement is subject to and conditioned  upon full  performance by
both  Schuyler and Shyjka and  Purchaser  shall have no  obligation  to purchase
Sellers  Shares from one of the  Shareholders  if the other of them  defaults in
performance hereunder. Similarly, Purchaser agrees that it will not purchase any
of the Sellers Shares without purchasing all of them.

     (b) Delivery of the agreements, documents, funds and securities, as in this
Agreement provided, will take place as part of a simultaneous  transaction,  and
no event or action will be deemed  complete  until all of the events and actions
have occurred or have been duly waived by the party entitled to do so.

                            ARTICLE 5
          REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

     Shareholders,  jointly and severally, represent and warrant to Purchaser as
follows:

     5.1  Organization  and Good Standing of Seller.  Drew is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Ohio. Drew has all requisite  corporate power and authority,  licenses,  permits
and  franchises to own, lease and operate its properties and assets and to carry
on its business as currently  conducted  except where the failure to do so would
not have a material adverse effect on its business,  properties or assets.  Drew
is qualified  and in good  standing to do business as a foreign  corporation  in
each  jurisdiction in which the property owned,  leased or operated by it or the
nature of the  business  conducted  by it makes  such  qualification  necessary,
except where the failure to so qualify would not have a material  adverse effect
on its business,  properties or assets.  There has heretofore  been delivered to
Purchaser  Schedule 5.1 which is a true and complete list of all states in which
Drew has qualified to do business.



                                       6
<PAGE>

     5.2 Capacity to Execute Agreement and Enforceability. The Shareholders have
full power and capacity to execute,  deliver and perform their obligations under
this  Agreement and to consummate the  transactions  contemplated  hereby.  This
Agreement has been duly and validly  executed and delivered by the  Shareholders
and  (assuming  the valid  execution and delivery of the Agreement by Purchaser)
constitutes  a  legal,   valid  and  binding  obligation  of  the  Shareholders,
enforceable  against them in accordance with its terms except to the extent that
enforcement  thereof  may  be  limited  by  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  or similar laws of general
application  relating to or affecting the enforcement of the rights of creditors
and the  application  of general  principles  of equity  (regardless  of whether
enforcement is sought in a proceeding at law or in equity).

     5.3 Effect of  Agreement.  Except as set forth on Schedule  5.3  heretofore
delivered to  Purchaser by  Shareholders,  neither the  execution,  delivery and
performance of this Agreement by the  Shareholders,  nor the consummation by the
Shareholders of the transactions  contemplated  hereby will (a) conflict with or
result in a breach of any provision of the Articles of  Incorporation or By-laws
of Drew,  true and correct  copies of which have  heretofore  been  delivered to
Purchaser; (b) constitute or result in the breach of, conflict with or give rise
to a right of forfeiture, termination, cancellation or acceleration with respect
to, any term,  condition or provision of, any note, bond,  mortgage,  indenture,
license or other contract or obligation to which Drew or the  Shareholders are a
party  or by  which  Drew or the  Shareholders  are  subject,  except  for  such
conflicts,  breaches or defaults as to which written waivers or consents,  which
are  listed  in  Schedule  5.3  previously  delivered  to  Purchaser,  have been
obtained, or (c) violate any law, statute,  regulation,  judgment,  order, writ,
injunction,  or decree  applicable  to Drew or the  Shareholders,  its business,
properties or assets.

     5.4   Capitalization   and  Ownership  of  Capital  Stock.   The  presently
authorized, issued and outstanding shares of capital stock of Drew and the names
and addresses of the record and  beneficial  owners  thereof are as set forth on
Schedule 5.4 heretofore  delivered to Purchaser by Shareholders and certified as
true and correct by the  President  of Drew.  Each of such persons is the lawful
record and beneficial owner of the number of shares set forth opposite his name,
free and clear of any liens,  claims,  encumbrances or restrictions of any kind.
Except for this  Agreement  and the Close  Corporation  Agreement,  there are no
outstanding  subscriptions,   options,  warrants,  calls,  contracts,   demands,
commitments,  convertible  securities or other agreements or arrangements of any
character or nature  whatsoever  under which Drew or the Shareholders are or may
become obligated to issue, assign or transfer any shares of the capital stock of
Drew.

     5.5  Government  and Other  Consents.  Except as set forth on Schedule  5.5
heretofore   delivered  by  Shareholders  to  Purchaser,   no  consent,   order,
authorization,  qualification,  or approval of, or exemption  by, or filing with
any  governmental,  public,  or  regulatory  body or  authority  is  required in
connection with the execution,  delivery and performance by the  Shareholders of
this Agreement.



                                       7
<PAGE>

     5.6 Books and  Records.  All  financial,  business  and  accounting  books,
ledgers,  accounts  and official  and other  records  relating to Drew have been
properly and accurately kept and completed in all material  respects,  and there
are no material inaccuracies or discrepancies of any kind contained or reflected
therein.

     5.7 No  Subsidiaries  or  Investments.  Drew does not own capital shares or
other equity or ownership or proprietary  interest in any  corporation,  limited
liability  company,  partnership,  association,  trust,  joint  venture or other
entity.

     5.8 Financial Statements.

     (a) The Shareholders  have previously  delivered to Purchaser copies of the
following   financial   statements  of  Drew   (collectively,   the   "Financial
Statements"):  (i) balance  sheets dated as at December  31, 1993,  December 31,
1994 and  December 31, 1995 and the related  statements  of income and cash flow
for the respective twelve (12) months then ended, all of which have been audited
by  Deloitte & Touche  LLP,  Drew's  independent  auditors,  and (ii)  unaudited
balance sheet ("Unaudited  Balance Sheet") as at November 30, 1996 (the "Balance
Sheet  Date") and  unaudited  statements  of income for the eleven  months  then
ended.  Each of the said balance sheets is hereafter called "Balance Sheet." The
Financial  Statements  correctly and completely in all material respects reflect
Drew's books and records,  fairly present the financial  position and results of
operations  of Drew as of the dates and for the periods  indicated and have been
prepared in accordance with generally accepted  accounting  principles  ("GAAP")
applied on a consistent basis.

     (b) Except for such  claims,  debts and  liabilities  as are  reflected  or
reserved  against  on the  applicable  Balance  Sheet,  Drew  does  not have any
outstanding  indebtedness for money borrowed and is not subject to any claims or
liabilities,  contingent or otherwise as of the date of such Balance Sheet,  (i)
other than  obligations  incurred in the ordinary  course of business  since the
date of such Balance Sheet, in amounts usual and normal, individually and in the
aggregate,  and (ii) other than as may not have been  required  under GAAP to be
disclosed or reserved as contingencies as of the date of such Balance Sheet [but
which are referred to in Schedule  5.8(b)  heretofore  delivered to Purchaser by
the Shareholders.]

     (c) Except as described in Schedule 5.8(c), all of the accounts  receivable
(trade or otherwise)  reflected in the applicable Balance Sheet, result from the
sale of inventory in the ordinary course of business and, subject to the reserve
therefor on the Balance  Sheet,  the  Shareholders  have no knowledge  that such
accounts  receivable  are not  collectible  in full in the  ordinary  course  of
business.  Except as shown in the Financial Statements  (including the footnotes
thereto),  all such accounts  receivable are owned by Drew free and clear of all
liens, claims, charges, encumbrances and other interests of third parties.



                                       8
<PAGE>

     (d)  Except  as set  forth  in  Schedule  5.8(d)  heretofore  delivered  to
Purchaser since the Balance Sheet Date,  there has not been any material adverse
change in the  condition,  financial  or  otherwise,  of the  business,  assets,
properties,  liabilities  or  results  of  operations  of  Drew,  and no fact or
condition  exists or to our knowledge has been threatened  which might cause any
such change at any time in the future.  Since the Balance  Sheet Date,  Drew has
conducted its business only in the ordinary course.

     5.9 Title to Properties;  Encumbrances. Other than as set forth in Schedule
5.9  heretofore  delivered to Purchaser and certified as true and correct by the
President  of Drew,  Drew  does not own any real  property  or have any lease or
other  interest in real  property.  Drew does not use any real estate or have an
interest in real estate, including,  without limitation,  any building,  office,
plant, factory, retail store, warehouse,  improvement or structure in connection
with its business other than as identified on Schedule 5.9.  Except as disclosed
on  Schedule  5.9,  Drew has good  title to all of its  properties  and  assets,
including, without limitation, all of the properties and assets reflected in the
unaudited Balance Sheet (except for properties and assets sold since the Balance
Sheet  Date  in the  ordinary  course  of  business  and  consistent  with  past
practices),  and all of the  properties  or  assets  purchased  by it since  the
Balance Sheet Date. Except as set forth on Schedule 5.9, none of such properties
or  assets  is  subject  to  any  mortgage,  pledge,  lien,  security  interest,
encumbrance  or  charge of any kind  except  (a)  liens  shown on the  unaudited
Balance Sheet as securing  specified  liabilities or obligations with respect to
which no default  exists;  (b) liens arising in the ordinary course of business,
consistent  with past practice since the Balance Sheet Date and liens arising by
operation  of law or minor  imperfections  of  title,  if any,  none of which is
substantial in amount,  materially detracts from the value or materially impairs
the use of the property subject thereof, or materially impairs Drew's operations
and (c)  liens  for  current  taxes  not yet due,  or,  if due,  that are  being
contested  in good faith in the  ordinary  course of  business as  described  on
Schedule 5.9 hereof.  Except as disclosed on Schedule  5.9, Drew does not use in
its  business  any assets  owned by a  shareholder  or  affiliate  of Drew.  For
purposes of this  Agreement,  "affiliate"  shall have the same  meaning as it is
defined in Rule 12b-2 promulgated under the Securities  Exchange Act of 1934, as
amended.

     5.10 Leases.  Schedule 5.10 heretofore delivered to Purchaser and certified
as true and correct by the President of Drew,  contains an accurate and complete
list and  description  of the terms of all  leases to which  Drew is a party (as
lessee or lessor),  copies of which have been previously delivered to Purchaser.
Except as disclosed on Schedule 5.10,  each lease set forth in Schedule 5.10 (or
required  to be set forth in  Schedule  5.10) is in full force and  effect;  all
rents and  additional  rents due to date on each such lease  have been paid;  in
each case, the lessee has been in peaceable possession since the commencement of
the original term of such lease and is not in default  thereunder and no waiver,
indulgence  or  postponement  of the lessee's  obligations  thereunder  has been
granted  by the  lessor;  and  there  exists  no  event  of  default  or  event,
occurrence,  condition  or act  (including  the  purchase of the Sellers  Shares
hereunder) which, with the giving of notice,  the lapse of time or the happening
of any  further  event or  condition,  would  become a breach  under such lease.
Except as disclosed on Schedule 5.10,  Drew has not violated any of the terms or
conditions  under  any such  lease in any  material  respect  which  could  give
landlord  the  right  of  termination  thereof,  and  to  the  knowledge  of the
Shareholders,  all of the covenants to be performed by any other party under any
such lease have been fully performed.



                                       9
<PAGE>

     5.11  Business  Practices.  Neither  Drew nor the  Shareholders  have made,
offered  or  agreed  to offer  anything  of value  to any  government  official,
political  party or candidate for  government  office nor have any of them taken
any action which would be in violation of the Foreign  Corrupt  Practices Act of
1977 or any anti-boycott or export laws.

     5.12  Officers,  Directors  and Key  Employees.  Schedule  5.12  heretofore
delivered to  Purchaser  and  certified as true and correct by the  President of
Drew sets forth a complete and correct list of (i) the officers and directors of
Drew prior to the transaction contemplated by this Agreement; the name, position
and total compensation for 1996 and 1995, including bonuses, of each officer and
director of Drew, (ii) the name of each other employee, consultant,  independent
contractor, agent or other representative of Drew who received $50,000 per annum
or more in any form of  compensation  from Drew since January 1, 1995, and (iii)
all wage or salary  increases  or bonuses  received by any such person since the
Balance  Sheet Date,  and any accruals for or commitment or agreement by Drew to
pay such  increases or bonuses.  Except as set forth in Schedule  5.12,  none of
such persons has, in writing or (to the knowledge of the Shareholders) verbally,
threatened, informed or otherwise indicated to Drew or either Shareholder or any
officer  or  director  of Drew  that he or she  plans  to  cancel  or  otherwise
terminate his or her relationship with Drew for any reason,  including,  without
limitation, the consummation of the transaction contemplated hereby.

     5.13  Employment  Arrangements.  Except  as  set  forth  in  Schedule  5.13
heretofore delivered to Purchaser, Drew does not have any obligation, contingent
or otherwise,  under any employment  agreement,  collective  bargaining or other
labor  agreement,   any  agreement   containing  severance  or  termination  pay
arrangements,   deferred   compensation   agreement,   retainer  or   consulting
arrangement,  pension or retirement  plan, bonus or  profit-sharing  plan, stock
option or purchase plan or other employee  contract or  non-terminable  (whether
with  or  without  penalty)  arrangement,   group,  life,  health,   medical  or
hospitalization  insurance  plan or program or other  employee or fringe benefit
plan,  including  vacation  plans or  programs  and sick leave plans or programs
heretofore  delivered  to  Purchaser  and  certified  as true and correct by the
President  of Drew,  true and  complete  copies of which  have  heretofore  been
delivered to Purchaser.  Drew has performed in all material  respects all of its
obligations required to be performed by it under all such agreements,  plans and
arrangements,  and to the best knowledge of Shareholders, no party thereto is in
breach of or in default or arrears under any of the provisions thereof.

     5.14 Employee Relations. To the best knowledge of Shareholders,  Drew is in
compliance  with all  Federal,  state  or other  applicable  laws,  domestic  or
foreign, respecting employment and employment practices, terms and conditions of
employment  and wages and  hours,  and has not and is not  engaged in any unfair
labor  practice.  No unfair  labor  practice  complaint  against Drew is pending
before the National Labor Relations Board.  Except as set forth in Schedule 5.14
heretofore delivered to Purchaser, no labor strike, picket,  dispute,  slowdown,
stoppage or other labor trouble has, within the previous five years, occurred or
is pending or, to the best knowledge of Shareholders,  is threatened  against or
involving Drew. No union representation question exists respecting the employees
of Drew. No grievance or any arbitration  proceeding is pending, and to the best
knowledge of  Shareholders,  no claim with respect  thereto has been asserted in
writing or, to the best knowledge of Shareholders,  is threatened. No collective
bargaining  agreement is currently being negotiated by Drew. Except as disclosed
on Schedule 5.14, no claim of discrimination or harassment is pending or, to the
best  knowledge  of  Shareholders,   threatened   before  the  Equal  Employment
Opportunity Commission, or any other judicial or administrative body or agency.



                                       10
<PAGE>

     5.15 Contracts and Liabilities.

     (a) Schedule 5.15  heretofore  delivered to Purchaser and certified as true
and correct by the President of Drew, sets forth all of the following contracts,
commitments  and  obligations  of, or which  relate to the  business  of,  Drew,
written  or  otherwise,  which  have a  duration  of at least  one year or which
require  the  purchase or delivery of goods or services of the value of $100,000
or more, or to which it or its assets or  properties  are bound or subject which
are not listed in any Schedule  described  in this  Agreement  and  delivered to
Purchaser, including, without limitation the following:

     (i) contracts,  commitments and other agreements with any current or former
officer, director, employee, independent contractor,  consultant, agent or other
representative (including the Shareholders);

     (ii)  contracts and other  agreements  with any labor union or  association
representing any employee;

     (iii)  contracts,  commitments and other  agreements for the sale of any of
its assets or  properties  other than in the ordinary  course of business or for
the grant to any person of any  preferential  rights to  purchase  any of Drew's
assets or properties;

     (iv) joint  venture  or other  agreements  involving  sharing of profits or
joint ownership of assets or sharing of obligations or liabilities;

     (v) contracts or other  agreements under which Drew agrees to indemnify any
party or to share tax liability of or with any Party;

     (vi)  loan,  indenture,   factoring,  credit  line,  security,   collateral
assignment  or  pledge  agreement,  guaranty,   subordination  or  similar  type
agreements;

     (vii)  contracts,  commitments  and  other  agreements  with  customers  or
suppliers  for the sharing of fees,  the  rebating  of charges or other  similar
arrangements;



                                       11
<PAGE>

     (viii) contracts,  commitments and other agreements containing  obligations
or liabilities of any kind to or with either of the Shareholders as such;

     (ix)  contracts and other  agreements  containing  covenants of Drew not to
compete in any line of business or with any person in any geographical  area (or
not to solicit or accept any  business)  or covenants of any other person not to
compete with Drew in any line of business or in any geographical area (or not to
solicit or accept any business);

     (x) contracts and other  agreements  relating to the pending or consummated
acquisition  by Drew of (a) the capital  shares of any other person;  or (b) any
operating  business  including the  assumption of any lease and  acquisition  by
consignment of any inventory;

     (xi) options for the purchase of any asset, tangible or intangible;

     (xii) contracts and other agreements requiring the payment to any person of
an override, finders fee, referral fee or similar commission or fee;

     (xiii)  contracts  and other  agreements  for the  payment of fees or other
consideration to any officer or director of Drew or to any other entity in which
any of the foregoing has a direct or indirect interest;

     (xiv) contracts and other agreements relating to the borrowing of money;

     (xv) purchase orders, contracts and commitments for the purchase or sale of
any goods or  services to or by Drew,  except for those  orders,  contracts  and
commitments  which are less than  $100,000 in amount or which cannot be canceled
at will by Drew without penalty or premium;

     (xvi)other  contracts  or business  arrangements  which are not made in the
ordinary course of business;

     (xvii) Close Corporation agreement among Shareholders and Drew;

     (xviii)  agreement,  arrangements or understanding with any local, state or
federal  agency or  authority,  including  agencies  administering  medicare  or
medicaid  concerning  payment or  reimbursement to Drew or its designee from the
sale of any of its products or services; and

     (xix) Indenture Agreement.

     (b) Except as set forth in Schedule  5.15,  all such  contracts  are valid,
binding and  enforceable  and in full force and effect except to the extend that
enforcement  thereof  may  be  limited  by  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  or similar laws of general
application  relating to or affecting the enforcement of the rights of creditors
and the  application  of general  principles  of equity  (regardless  of whether
enforcement is sought in a proceeding at law or in equity).  Except as set forth
in  Schedule  5.15,  Drew is not in default  which would give rise to a right of
termination  by the  other  party  under  any  such  contract  and,  to the best
knowledge of Shareholders, there have been no claims of default and there are no
existing  factors  or  conditions  which  with the  passage of time or giving of
notice or both  would  constitute  such a default  or in any case in which  such
default would give rise to a right of  termination by the other party thereto or
which would result in any material cost, expense or penalty to Drew.



                                       12
<PAGE>

     (c) Shareholders have delivered to Purchaser complete and correct copies of
all of the written contracts and documents constituting commitments set forth on
Schedule 5.15.

     5.16  Operation  of Drew.  Except as provided on Schedule  5.16  heretofore
delivered to  Purchaser  and  certified as true and correct by the  President of
Drew,  since the  Balance  Sheet  Date,  Drew has  conducted  its  business  and
operations  only in the ordinary and usual course of business,  consistent  with
past practices,  has (i) reasonably  preserved intact its business,  (ii) made a
good  faith  effort  to  maintain  its  relationships  with  all  customers  and
suppliers,  and (iii) used commercially reasonable efforts to keep available the
services of its officers and  employees.  Except as set forth on Schedule  5.16,
since the Balance Sheet Date, Drew has not:

     (a) amended its Articles of Incorporation or By-Laws or merged with or into
or consolidated with any other person, subdivided or in any way reclassified any
of its shares of capital  stock or changed or agreed to change in any manner the
rights of any shares of its capital stock or the character of Drew;

     (b) issued or sold or purchased,  or issued  options or rights to subscribe
to, or entered into any contracts or  commitments  to issue or sell or purchase,
any shares of its capital stock or any other securities;

     (c)  entered  into or amended any  employment  agreement,  entered  into or
amended any  agreement  with any labor  union or  association  representing  any
employee,  adopted,  entered into, or amended any employee benefit plan, or made
any change in the actuarial  methods or assumptions  used in funding any defined
benefit  pension plan,  or made any change in the  assumption or factors used in
determining benefit equivalencies thereunder;

     (d) incurred any indebtedness for borrowed money;

     (e)  declared  or  paid  any  dividends  or  declared  or  made  any  other
distributions  of any kind to its  shareholders,  or made any direct or indirect
redemption,  retirement,  or any purchase or other  acquisition of any shares of
its capital stock or any other securities convertible into shares of its capital
stock;



                                       13
<PAGE>

     (f) reduced its cash or short-term investments or their equivalents,  other
than to meet cash needs arising in the ordinary  course of business,  consistent
with past practices;

     (g) made any  change in its  accounting  methods or  practices  or made any
change in depreciation or amortization policies or rates adopted by it;

     (h) changed in any  material  respect any of its  business  policies in any
respect,  including,  without  limitation,   advertising,   marketing,  pricing,
purchasing,  credit,  personnel,  sales, returns,  budget or product acquisition
policies;

     (i)  except  in the  ordinary  course  of  business,  consistent  with past
practices,  made any wage or salary  increase or paid any bonus, or increase any
direct  or  indirect  compensation,  for or to any of its  officers,  directors,
employees,  consultants, agents or other representatives,  or any accrual for or
commitment or agreement to make or pay the same;

     (j)  made  any  loan,  advance  or  guarantee  to any of its  shareholders,
officers,  directors,  employees,  consultants,  agents or other representatives
(other than travel  advances made in the ordinary  course of business),  or made
any other loan,  advance or guarantee  otherwise than in the ordinary  course of
business;

     (k) made any payment or commitment to pay any severance or termination  pay
to any of its  officers,  directors,  employees,  consultants,  agents  or other
representatives,  other than payments or  commitments  to pay persons other than
officers, directors or shareholders made in the ordinary course of business;

     (l) except in the ordinary  course of business;  entered into any lease (as
lessor or lessee);  sold,  abandoned or made any other disposition of any of its
assets or properties;  granted or suffered any lien or other  encumbrance on any
of its assets or  properties;  entered  into or amended  any  contract  or other
agreement  to  which  it is a  party,  or by or to  which  it or its  assets  or
properties are bound or subject, or pursuant to which it agrees to indemnify any
party or to refrain from competing with any party;

     (m) except in the  ordinary  course of  business,  incurred  or assumed any
liability;

     (n) made any  acquisition  of all or any  part of the  assets,  properties,
capital shares or business of any other person;



                                       14
<PAGE>

     (o) paid, directly or indirectly, any liabilities or obligations before the
same became due in accordance  with its terms or otherwise  than in the ordinary
course of business or consistent  with prior practice or deferred the payment of
any liability or obligation;

     (p) suffered or incurred any damage,  destruction  or loss  (whether or not
covered  by  insurance)  which  materially   adversely  affected  the  business,
properties or assets of Drew;

     (q) collected or billed any accounts  receivable in advance of the dates on
which  payments  were due  other  than in the  ordinary  course of  business  or
consistent with prior practice;

     (r) gave or agreed to give any of its  customers  any  discounts or special
payment terms or  arrangements  which were not consistent with prior practice or
which were outside the ordinary course of business;

     (s) other than in the ordinary  course of business,  made any change in the
type, nature or composition of its products,  or made any change relating to its
charges, commissions or other changes or terms for its products;

     (t) terminated or failed to renew, or received any information,  written or
otherwise,  threatening  to  terminate  or not to renew,  any  contract or other
agreement that materially affects the assets, properties,  business,  operations
or condition (financial or otherwise) of Drew; or

     (u)  except in the  ordinary  course of  business,  entered  into any other
contract, agreement or transaction.

     5.17 Insurance  Policies.  Schedule 5.17 heretofore  delivered to Purchaser
and certified as true and correct by the President of Drew,  contains a complete
and correct list and  description  of all insurance  polices with respect to the
business,  properties,  assets and employees of Drew.  Such policies are in full
force and effect.  No notice of  cancellation,  expiration or non-renewal of any
such policy has been received by Drew and Drew does not know of the existence of
any cause for such termination.

     5.18  Related-Party  Transactions.  Except as  disclosed  in Schedule  5.18
heretofore  delivered  to  Purchaser  and  certified  as true and correct by the
President of Drew, none of Drew, the Shareholders,  nor any person  controlling,
controlled by or under common  control with any of the foregoing or any relative
or spouse of any of the foregoing has any interest,  financial or otherwise,  in
any  business,  corporate  or  otherwise  (the value of which  equals or exceeds
$2,000 per annum), which is a party to, or has an interest in any property which
is the subject of, or has business  relationships  or  arrangements  of any kind
with Drew, including, without limitation, any customer, supplier, competitor, or
potential competitor or lessor.



                                       15
<PAGE>

     5.19 Compliance with ERISA.

     (a) Schedule 5.19  heretofore  delivered to Purchaser and certified as true
and correct by the President of Drew,  sets forth a complete and correct list of
all "employee  pension  benefit plans" and "employee  welfare  benefit plans" as
defined   respectively   in   Sections   3(2)  and  3(i)  of  ERISA,   including
"multiemployer  plans" as  defined  in  Section  3(37) of  ERISA,  and any other
pension, profit sharing, retirement, deferred compensation, vacation, severance,
disability, hospitalization, medical insurance or other employee benefit plan or
program,  if any,  which Drew or any other  entity which  constitutes  part of a
"controlled  group"  (within  the  meaning  of Section  4001(b) of ERISA  and/or
Sections  414(b)-(o)  of  the  Code  and  the  Treasury   Regulations   proposed
thereunder)  which Drew  maintains  or to which  Drew has any  present or future
obligation to contribute  (collectively,  the "Drew Plans").  Shareholders  have
caused Drew to deliver to Purchaser  true and complete  copies of all Drew Plans
(including other instruments  relating  thereto),  if any, as they may have been
amended to the date  hereof,  embodying,  relating  to or  summarizing  the Drew
Plans. Shareholders have made available to Purchaser, where applicable, the most
recent annual report (Form 5500) filed (including  audited financial  statement)
and the most recent summary plan description with respect to each Drew Plan.

     (b) Other than those employee  pension  benefit plans set forth on Schedule
5.19,  Drew  maintains no "employee  pension  benefit  plan" as defined in ERISA
Section 3(2) for the benefit of Drew's employees and has maintained no such plan
during any part of the past five (5) years.

     (c) Drew has no current  obligation,  nor has Drew ever in the past had any
obligation,  to  contribute to any  "multiemployer"  plan, as defined in Section
3(37) of ERISA.

     (d) Drew is in  compliance in all material  respects with the  requirements
prescribed by any and all statutes,  orders,  governmental  rules or regulations
applicable  to the Drew Plans and all  reports and  disclosures  relating to the
Drew Plans  required to be filed with or  furnished  to  governmental  agencies,
participants  or  beneficiaries  prior to the date of this  Agreement  have been
filed in accordance with applicable law.

     (e) There are no  actions,  audits,  suits or claims  pending  (other  than
routine  claims  for  benefits)  or,  to  the  knowledge  of  the  Shareholders,
threatened,  against any of the Drew Plans or any  fiduciary  of any of the Drew
Plans or against the assets of any of the Drew Plans.

     (f) The  consummation  of the  transactions  contemplated  hereby  will not
accelerate  any  liability  under  any  of  the  benefit  plans  because  of  an
acceleration  of any rights or benefits to which employees or any of them may be
entitled thereunder.

     (g) With  respect  to any Drew Plan that is an  "employee  welfare  benefit
plan" within the meaning of Section 3(1) of ERISA ("Drew Welfare Plan") (i) each
such Drew Welfare Plan,  the  contributions  to which are claimed as a deduction
under any provision of the Code, is in compliance in all material  respects with
all applicable requirements  pertaining to such deduction,  (ii) with respect to
any  "welfare  benefit  fund" within the meaning of Section 419 of the Code that
comprises part of a Drew Welfare Plan,  there is no disqualified  benefit within
the meaning of Section  4976(a) of the Code,  (iii) any such Drew  Welfare  Plan
that is a "group  health plan" within the meaning of Section  5000(b)(1)  of the
Code meets all of the requirements of Section 4980B(f) of the Code.



                                       16
<PAGE>

     (h) Except as disclosed on Schedule 5.19 hereto or as may be required under
Section  4980B(f) of the Code,  Drew has no  obligation to any retired or former
employee under any disability  (long or short term),  hospitalization,  medical,
dental or life  insurance  plans  (whether  insured  or  self-insured)  or other
employee  welfare  benefit  plan as  defined  in  ERISA  Section  3(1)  which is
maintained by Drew.

     5.20 Tax Matters.

     Filing of Tax  Returns;  Payment  of Taxes;  No Audits,  Investigations  or
Claims.

     (a) Shareholders have heretofore  delivered to Purchaser true, complete and
correct  copies of all  Federal,  state and local tax returns  filed by Drew for
each of the three (3) immediately preceding taxable years of Drew ended December
31, 1995, any statement of audit adjustments applicable thereto and all Federal,
state and local returns of estimated  taxes filed during 1996. Drew has duly and
timely filed all federal,  state,  local and other tax and  information  returns
required  to be  filed  by it with  regard  to any  income,  sales,  use,  gross
receipts,  property,  employment  and  other  taxes,  charges,  levies  or other
assessments related to its business,  properties or assets, and has duly paid in
full or made adequate  provision for all taxes and other charges shown as due on
such  returns or which  otherwise  have been accrued or have become due prior to
the date hereof  whether or not shown on any such  return.  Drew has received no
written notice of any claim or claims for additional  taxes which are claimed to
be due  from it by  Federal,  state,  local or  foreign  taxing  authorities  in
connection with such reports or returns. There are no liens for Federal,  state,
local or foreign taxes,  assessments or government charges or levies upon any of
Drew's  properties  or assets.  There are no  outstanding  agreements or waivers
extending  the statutory  period of  limitation  applicable to any income tax or
other return of Drew for any period and there are not, nor have there been,  any
audits of Drew by any Federal,  state or local governmental tax authority and no
notice of any audit has been received by Drew.

     (b)  Shareholders  have filed all  personal  federal  and state  income tax
returns through 1995 and have paid all income taxes shown as due thereon.

     5.21 Intellectual Property. Schedule 5.21 heretofore delivered to Purchaser
and certified as true and correct by the  President of Drew,  contains a list of
all  Intellectual  Property  ("Intellectual  Property")  of  Drew.  To the  best
knowledge of the Shareholders, Drew has full ownership right, title and interest
in and to the Intellectual  Property and the Intellectual  Property  constitutes
valid and enforceable rights of Drew. Except as set forth in Schedule 5.21, Drew
has not  received  any notice and has no reason to believe  that the validity of
the  Intellectual  Property  or  Drew's  interest  therein  can  be or is  being
challenged by any third party.  Drew has not heretofore  granted any licenses or
conveyed any other rights or interests to any of the Intellectual  Property.  To
the best  knowledge  of the  Shareholders,  the  operation  of Drew as currently
conducted  does not  infringe  upon any patents or other  intellectual  property
rights of any third party.



                                       17
<PAGE>

     5.22 Environmental Matters.

     (a) Except as set forth on Schedule 5.22 heretofore delivered to Purchaser,
Drew has not  received  any notice  from any  governmental  agency or private or
public entity advising that it is potentially  responsible for response costs or
other costs with  respect to a release or  threatened  release of any  Hazardous
Substance.  No  administrative,  civil or criminal  actions,  including  without
limitation  third-party  actions for  personal  injury or property  damage,  are
pending or to the best knowledge of Shareholders, threatened against Drew or its
properties  with  respect to  Environmental  Laws or related to the  business of
Drew. No judgements,  consent orders,  consent decrees,  stipulations,  or other
restrictions have been entered or applied with respect to Environmental  Laws or
related to the business,  properties  or assets of Drew.  Except as set forth on
Schedule 5.22 heretofore  delivered to Purchaser,  Drew neither  received nor is
aware of any  governmental  orders,  notifications,  notices  of  violation,  or
requests  for  information  relating  to  environmental  or  health  and  safety
conditions at or related to the business,  properties or assets of Drew, nor are
the Shareholders  aware of any past (within the preceding five years) or current
violations  of any  Environmental  Law related to the  business,  properties  or
assets  of  Drew  or  of  environmental  conditions  related  to  the  business,
properties or assets of Drew.

     (b For  purposes of this  Agreement,  (i)  "Environmental  Laws" shall mean
statute,  law, ordinance or regulation of any federal,  state,  county, local or
foreign governmental authority relating to the environment, including air, water
or noise pollution,  emissions or discharges,  the  environment,  public health,
employee  health,  safety or welfare,  land use or the  production,  processing,
distribution,  use, storage, labeling,  handling,  transportation,  treatment or
disposition of any Hazardous  Substance;  and (ii) "Hazardous  Substance"  shall
mean asbestos,  paints, solvents,  ureaformaldehyde,  polychlorinated biphenyls,
nuclear fuel or  material,  chemicals,  waste  products,  radioactive  material,
explosives, known carcinogens,  biologic or organic products, petroleum products
and by-products and other dangerous,  toxic, infectious or hazardous pollutants,
contaminants,  chemicals,  materials,  wastes or substances listed or identified
in, or regulated by, any Environmental Laws.



                                       18
<PAGE>

     (c) The sale and  delivery of the Sellers  Shares are not subject to review
or approval by any State of municipal  authority  with respect to  compliance by
Drew with applicable "Environmental Laws."

     5.23 Product  Warranty.  Each product  manufactured,  sold, or delivered by
Drew has been in conformity with all applicable contractual  commitments and all
express and implied warranties,  and Drew does not have any liability (and there
is no basis  for any  present  or  future  action,  suit,  proceeding,  hearing,
investigation,  charge, complaint,  claim, or demand against Drew giving rise to
any  liability of Drew) for  replacement  or repair  thereof or other damages in
connection therewith.  Drew maintains adequate reserves against product warranty
claims including product returns and allowances. No product manufactured,  sold,
or delivered by Drew is subject to any guaranty,  warranty,  or other  indemnity
beyond the  applicable  standard  terms and  conditions  of sale.  Schedule 5.23
heretofore  delivered  to  Purchaser  and  certified  by the  President  of Drew
includes  copies  of  the  standard  terms  and  conditions  of  sale  for  Drew
(containing applicable guaranty, warranty, and indemnity provisions).

     5.24  Permits,  Licenses,  Compliance  with  Laws.  Drew  has all  permits,
licenses,  orders, consents and approvals  (collectively  "Permits") of federal,
state,  local or foreign  governmental or regulatory bodies that are required in
order to permit Drew to carry on its business as currently  conducted  except to
the extent that the failure to have the same would not have a materially adverse
effect on Drew. Schedule 5.24 heretofore delivered to Purchaser and certified as
true and correct by the  President  of Drew,  sets forth a correct and  complete
list of all such Permits,  all of which are in full force and effect,  and which
will   automatically   remain  in  full  force  and  effect   immediately  after
consummation  of  the  transactions  contemplated  by  this  Agreement,  and  no
suspension  or  cancellation  of any  of  them  is,  to the  best  knowledge  of
Shareholders,   threatened,   and  no  cause  exists  for  such   suspension  or
cancellation. The business of Drew has been and is being conducted in accordance
and in compliance  with all applicable  federal,  state,  local or foreign laws,
codes,  ordinances,  rules and regulations except that failure of compliance had
not and will not have a materially adverse effect on Drew.

     5.25 Litigation.

     (a) Except as set forth in Schedule 5.25 heretofore delivered to Purchaser,
there is no claim,  action,  suit,  proceeding,  arbitration,  investigation  or
inquiry   pending  before  any  federal,   state,   local,  or  other  court  or
governmental,  administrative, or self-regulatory body or agency, or any private
arbitration  tribunal,  or to the best  knowledge  of  Shareholders,  threatened
against Drew relating to the business of Drew,  any of the  properties or assets
of Drew or the  transactions  contemplated  by this  Agreement;  nor to the best
knowledge of Shareholders,  is there any basis for any such claim, action, suit,
proceeding, arbitration,  investigation or inquiry. Drew is not in default under
any order,  license,  regulation  or demand of any federal,  state or local,  or
other court or governmental,  administrative or  self-regulatory  body or agency
provided  that  the  existence  of such  default  has not and  will  not  have a
materially adverse effect on Drew.



                                       19
<PAGE>

     (b Except as set forth in Schedule 5.25,  there are no judgements,  pending
lawsuits or pending claims by Drew against any third party.

     (c) Shareholders and Drew have directed counsel to Shareholders hereinafter
named to  disclose  to  Shareholders  all  pending  claims  against  Drew or the
Shareholders relating to Drew about which such counsel has been consulted.

     5.26 Consigned  Merchandise.  Drew has within its custody and control items
of  merchandise  ("Consigned  Merchandise")  received  in  connection  with  the
purchase by Drew of businesses  at various  retail  locations,  all as listed on
Schedule  5.26 hereof.  Schedule  5.26 is a true and correct list by location of
such  Consigned  Merchandise  at December 31, 1996.  Drew does not have title to
such Consigned Merchandise, nor is it reflected in the inventories of Drew shown
on the applicable  Balance Sheet. There has been no reduction in the quantity of
Consigned  Merchandise  other than through sales which have been reported to the
consignor and the Consigned  Merchandise at the  respective  locations is in the
same condition as received from the consignor.

     5.27 Notes and Accounts  Receivable.  Except as set forth in Schedule  5.27
hereof, all notes and accounts receivable of Drew shown on the Balance Sheet and
all notes and accounts  receivable  acquired or arising  after the Balance Sheet
Date have arisen in the ordinary  course of business and have been  collected or
are collectible in the aggregate  recorded amounts thereof,  less the applicable
reserves set up on the books of Drew.

     5.28 Broker. No broker,  finder,  agent or other  intermediary has acted on
behalf of the  Shareholders or Drew or otherwise  assisted in bringing about the
transactions  contemplated  by this  Agreement and no broker,  finder,  agent or
other  intermediary  is entitled to any  commission  or finder's  fee in respect
thereof based in any way on agreements,  understandings  or arrangements with or
the conduct of Drew or the Shareholders.

     5.29 Product  Liability.  Except as set forth in Schedule  5.29  heretofore
delivered  to  Purchaser,  Drew has no  liability  and to the best  knowledge of
Shareholders,  there  is no  basis  for any  present  or  future  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, or demand against
Drew giving rise to any liability  arising out of any injury to  individuals  or
property  as a  result  of the  ownership,  possession,  or  use of any  product
manufactured,  sold,  or  delivered  by Drew for  which  there  is not  adequate
available insurance.

     5.30 Banks;  Safe  Deposit  Boxes;  Powers of Attorney.  Shareholders  have
heretofore delivered to Purchaser a true and correct schedule 5.30 setting forth
(i) the name of each bank in which Drew has an account or safe  deposit  box and
the names of all persons  authorized to draw thereon or to have access  thereto,
and (ii) the names of all persons, firms, associations, corporations or business
organizations  holding  general or special  powers of  attorney  from Drew and a
summary of the terms thereof.



                                       20
<PAGE>

     5.31 Material Information; Full Disclosure.

     (a) This  Agreement  and any  other  certificate,  document,  agreement  or
information furnished (including, without limitation, any schedule hereto) or to
be furnished  pursuant to this Agreement by the  Shareholders  to Purchaser does
not  contain and will not contain  any untrue  statement  of a material  fact or
omits or will omit to state a  material  fact  necessary  to make the  statement
herein or therein not misleading.

     (b) For purposes of this Agreement,  knowledge by either  Shareholder of an
event, fact or circumstance shall be deemed to be knowledge by both Shareholders
thereof.

                            ARTICLE 6
           REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to Shareholders as follows:

     6.1 Organization and Good Standing of Purchaser. Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York.  Purchaser has all requisite corporate power and authority to
make the  representations,  warranties and agreements  made  hereunder,  to own,
lease and  operate  its  properties  and assets and to carry on its  business as
currently  conducted,  to execute and deliver this  Agreement and to perform its
obligations under this Agreement.

     6.2  Authorization  of Agreement  and  Enforceability.  Purchaser  has full
corporate power and authority to execute and deliver this Agreement of even date
herewith  between  Drew  and  each  of  the  Shareholders  and  to  perform  its
obligations  hereunder.  This  Agreement  has been duly and validly  authorized,
executed and  delivered by  Purchaser  and  (assuming  the valid  execution  and
delivery of the  Agreement by  Shareholders)  constitutes  the legal,  valid and
binding  obligation of Purchaser,  enforceable  against  Purchaser in accordance
with its terms except to the extent that  enforcement  thereof may be limited by
applicable  bankruptcy,   insolvency,  fraudulent  conveyance,   reorganization,
moratorium or similar laws of general  application  relating to or affecting the
enforcement of the rights of creditors and the application of general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity).

     6.3 Effect of Agreement. Neither the execution, delivery and performance of
this  Agreement  by  Purchaser,   nor  the  consummation  by  Purchaser  of  the
transactions contemplated hereby will (a) conflict with or result in a breach of
any  provision of  Purchaser's  Certificate  of  Incorporation  or By-Laws,  (b)
constitute or result in the breach of,  conflict with or give rise to a right of
termination,  cancellation or acceleration with respect to, any term,  condition
or provision of, any note, bond, mortgage,  indenture, license or other contract
or  obligation  to  which  Purchaser  is a party  or by  which  it or any of its
properties  or assets  may be bound,  except  for such  conflicts,  breaches  or
defaults as to which  written  waivers or consents  have been  obtained,  or (c)
violate any law, statute,  regulation,  judgment,  order, writ,  injunction,  or
decree applicable to Purchaser or any of its properties or assets.



                                       21
<PAGE>

     6.4  Government  and Other  Consents.  No  consent,  order,  authorization,
qualification, or approval of, or exemption by, or filing with any governmental,
public,  or  regulatory  body or  authority is required in  connection  with the
execution, delivery and performance by Purchaser of this Agreement.

     6.5 Broker.  No broker,  finder,  agent or other  intermediary has acted on
behalf of  Purchaser or otherwise  assisted in bringing  about the  transactions
contemplated  by  this  Agreement  and  no  broker,   finder,   agent  or  other
intermediary  is entitled to any  commission or finder's fee in respect  thereof
based  in any way on  agreements,  understandings  or  arrangements  with or the
conduct of Purchaser.

     6.6 Material  Information;  Full  Disclosure.  This Agreement and any other
certificate,  document,  agreement or information furnished (including,  without
limitation,  any schedule hereto) or to be furnished  pursuant to this Agreement
by the Purchaser to the  Shareholders  does not contain and will not contain any
untrue  statement  of a material  fact or omits or will omit to state a material
fact necessary to make the statement herein or therein not misleading.

     6.7 SEC Filings.

     (a) Purchaser has filed and made available to the  Shareholders  all forms,
reports and documents  required to be filed by Purchaser with the Securities and
Exchange   Commission   ("SEC")  since  January  1,  1995   (collectively,   the
"Purchaser's  SEC Reports").  The Purchaser's SEC Reports (i) at the time filed,
complied  in all  material  respects  with the  applicable  requirements  of the
Securities Act of 1933, as amended,  and the Securities Exchange Act of 1934, as
the case may be;  and (ii) did not at the time they were filed (or if amended or
superseded by a filing prior to the date of this Agreement,  then on the date of
such filing) contain any untrue  statement of a material fact or omit to state a
material fact required to be stated in such Purchaser's SEC Reports or necessary
in order to make the statements in such Purchaser's SEC Reports, in the light of
the circumstances under which they were made, not misleading.

     (b) Since the date of filing of the last Purchaser's SEC Report,  there has
not been any  material  adverse  change in the  assets,  liabilities,  financial
condition or results of operations of Purchaser.



                                       22
<PAGE>

     6.8 Schuyler  Common Shares.  The Schuyler Common Shares to be delivered to
Schuyler  pursuant to subsection  2.1(b) hereof when  delivered  will be validly
issued, fully paid and non-assessable.

                            ARTICLE 7
                     COVENANTS AND AGREEMENTS

     7.1  Conduct  of the  Business  Prior to  Closing.  Except  as set forth in
Schedule 7.1  heretofore  delivered to  Purchaser by  Shareholders,  the Selling
Shareholders, jointly and severally covenant and agree that, except as otherwise
consented to in writing by Purchaser, pending the Closing:

     (a) The business of Drew will be conducted only in the ordinary course.

     (b) No change will be made in the Articles of  Incorporation  or by-laws of
Drew.

     (c) No change will be made in the  authorized  or issued  capital  stock of
Drew,  nor shall any  additional  shares,  or any  rights,  warrants  or options
relating thereto, be issued.

     (d)  Except  as set  forth  in  Schedule  7.1(d)  previously  delivered  to
Purchaser,  no dividend or other  distribution or payment will be declared,  set
aside,  paid or made on or in respect of the capital stock of Drew nor will Drew
directly or indirectly redeem, retire, purchase or otherwise acquire any of such
stock.  Notwithstanding any other provision of this Agreement,  Drew may declare
and pay  distributions  prior to the  Closing in an amount  equal to the highest
marginal  federal  individual  income tax rate  (39.6%),  plus the highest  Ohio
individual  income tax rate  (7.004%),  multiplied by the total  taxable  income
reported by Drew to the Shareholders (on their respective  federal tax forms K-1
and Drew's form 1120s, Schedule K) for (i) the tax year ended December 31, 1996,
and  (ii)  the tax  year  ended  the day  immediately  prior  to  Closing,  on a
cumulative basis (net of prior distributions related to the Shareholders' income
taxes for such tax years). The amount of these distributions is to be determined
in good faith by Drew's  Vice  President - Finance in  consultation  with Drew's
accountants, Deloitte & Touche LLP.

     (e) Drew will use its best efforts to preserve the business organization of
Drew  intact,  to keep  available  to  Purchaser  the  services  of the  present
officers,  employees,  distributors  and  agents  of Drew  and to  preserve  for
Purchaser  the good will of  suppliers,  customers  and others  having  business
relations with Drew and keep in force all contracts,  agreements or arrangements
in existence on the date hereof.

     (f) No increase will be made in the compensation or rate of compensation or
commissions  payable  or to become  payable  by Drew to any  director,  officer,
salaried  employee earning $30,000 per annum or more,  salesman,  distributor or
agent,  nor will there be made any general  increase in  compensation or rate of
compensation  payable  or to become  payable  to hourly  employees  or  salaried
employees earning less than $7,500 per annum ("general  increase" shall mean any
increase  generally  applicable  to a class or group of employees  and shall not
include increases granted to individual  employees for merit, length of service,
change in position or  responsibility  or other  reasons  applicable to specific
employees and not generally to a class or group thereof),  nor will any employee
be hired at a salary  in excess  of  $30,000  per  annum,  and no bonus,  profit
sharing or other extraordinary compensation will be paid by Drew and no employee
benefit arrangements of any kind will be adopted or entered into, or be amended,
modified or changed in any respect.



                                       23
<PAGE>

     (g) No contract,  agreement,  obligation,  lease,  license or commitment or
extension  or  amendment  of the same will be  entered  into or assumed by or on
behalf  of Drew,  except  for  normal  and  ordinary  contracts,  agreements  or
commitments not involving  payments or receipts by Drew of more than $100,000 in
the case of any single commitment for the purchase of raw materials, supplies or
other  products or utilities  or for the sale of  products;  nor will Drew enter
into,  permit  to  be  imposed  or  assume  any  lien,  encumbrance,   mortgage,
conditional sale or other title retention  agreement,  pledge,  or charge of any
kind  upon any of its  properties  or  assets  whether  now  owned or  hereafter
acquired,  or create or assume any  obligation for borrowed  money,  or make any
loan or advance to or assume, guarantee, endorse or otherwise become liable with
respect to the obligations, stock or dividends of any person, firm, association,
corporation  or business  organization,  or purchase  or  otherwise  acquire any
stocks,  bonds or other  securities  of, or any  proprietary  interest  in,  any
person, firm, association, corporation or business organization, or sell, lease,
abandon,  assign,  transfer,  license or otherwise dispose of any real property,
machinery,  equipment or other operating properties,  patent,  trademark,  trade
name, brand name or copyright (or pending application for any patent,  trademark
or copyright),  invention,  process,  know-how,  formula,  trade secret or other
intangible asset.

     (h)  Drew  will  not  merge,  amalgamate  or  consolidate  with  any  other
corporation or acquire all or substantially  all of the stock or the business or
assets  of  any  other  person,  firm,  association,   corporation  or  business
organization except those previously contracted and as are disclosed in Schedule
5.15 hereof.

     (i) All buildings,  offices,  shops and other structures and all machinery,
equipment,  tools, dies, fixtures,  motor vehicles and other properties owned or
leased by Drew (whether under its control or the control of others) will be kept
and maintained in good operating condition and repair.

     (j )Drew will duly and timely  file all  reports or returns  required to be
filed with federal,  state,  local,  foreign,  state,  local,  foreign and other
authorities and will promptly pay all federal,  state,  local and foreign taxes,
assessments and governmental  charges lawfully levied or assessed upon it or any
of its properties,  and will duly observe and conform to all lawful requirements
of any  governmental  authority  relative  to any  of its  properties  or to the
operation  and conduct of its business and to all terms and  conditions  upon or
under  which any of the  properties  are held.  Except as set forth on  Schedule
7.1(j),  Drew will not enter into any agreements,  waivers or other arrangements
providing for an extension or time with respect to the filing of any tax returns
or the payment or  assessment of any tax or  deficiency;  provided that Drew may
contest in appropriate  proceedings any and all such taxes and assessments which
may be contested in good faith and for which adequate provision has been made.



                                       24
<PAGE>

     (k) No  change  will  be  made  affecting  the  banking  and  safe  deposit
arrangements and powers of attorney  referred to in Section 5.31 hereof,  no new
bank accounts or safe deposit boxes will be opened and no new powers of attorney
will be granted.

     (l) Drew will continue to maintain in full force and effect all policies of
insurance  now in  effect or  renewals  thereof,  will take out such  additional
insurance as may be reasonably  requested by Purchaser and will give all notices
and  present  all  claims  under all  policies  of  insurance  in due and timely
fashion.  Notwithstanding the foregoing, Drew shall have the right to substitute
policies of insurance of equal amount and coverage  provided  that notice hereof
together with copies of such new policies is promptly delivered to Purchaser.

     (m) From and after the date hereof, Drew will give to Purchaser's  counsel,
accountants, investment bankers, commercial bankers and consultants, full access
during  normal  business  hours  throughout  the period  prior to the Closing to
Drew's plants, offices, properties, books, contracts,  commitments,  records and
affairs for purposes of inspection  and audit and will provide,  without cost or
expense,  copies of all documents and information  concerning the properties and
affairs of Drew as Purchaser may reasonably request.  Drew will also give to (i)
engineers and other representatives of Purchaser reasonable access at reasonable
times  during  normal  business  hours  to  each  of  Drew's  plants;  and  (ii)
Purchaser's accountants the opportunity to examine Deloitte & Touche LLP's audit
workpapers with respect to the audits for 1995 and 1996.

     (n)(i)  Shareholders shall give Purchaser and its representatives the right
to inspect all premises owned or leased by Drew (the "Premises")  (including the
taking of soil, water and other samples),  at Purchaser's  expense, to determine
the existence of pollutants including,  without limitation,  asbestos, hazardous
materials or so-called BTX  compounds.  If any pollutants are suspected or found
or if a Phase II study  shall be  recommended  and is  completed  by  Purchaser,
Purchaser  shall deliver a copy of its  inspection  report and Phase II study to
the Shareholders. If Purchaser, in its sole discretion, shall determine that the
aforesaid  conditions  at the  Premises  are  materially  adverse  as to  create
substantial future financial risk to Purchaser or Drew following  Closing,  then
Purchaser shall have the right, at its option,  upon notice to the Shareholders,
to cancel this Agreement  whereupon this Agreement shall be null and void and of
no further force or effect.  Purchaser's sole remedy in respect of the foregoing
is limited to the right of cancellation set forth therein.



                                       25
<PAGE>

     (ii) If  prior to  Closing  any of the  Premises  shall  be  affected  by a
discharge,  dispersal,  release or escape  onto,  over or beneath the  Premises,
whether sudden and accidental or over the course of time, which may be deemed by
any governmental or public  authority having or asserting  jurisdiction to be an
environmental  hazard of any  nature or which may  require  the  development  or
implementation of a remedial program  (collectively and individually  "Hazardous
Materials"),  Shareholders  shall promptly give notice to Purchaser  which shall
contain detailed information about such hazard and remedial program, information
as to the nature and extent of Drew's insurance  coverage,  if any, and the cost
to be incurred by Drew above available insurance coverage. If Purchaser,  in its
sole discretion,  shall determine that the aforesaid  conditions at the Premises
are  materially  adverse  as to  create  substantial  future  financial  risk to
Purchaser or Drew following Closing, then Purchaser shall have the right, at its
option, upon notice to the Shareholders, to cancel this Agreement whereupon this
Agreement shall be null and void and of no further force or effect.  Purchaser's
sole remedy in respect of the foregoing is limited to the right of  cancellation
set forth therein.

     (o) Shareholders shall give Purchaser and its  representatives the right to
inspect the Premises for engineering,  mechanical,  electrical, plumbing, sewage
and structural  deficiencies,  at Purchaser's expense. If Purchaser, in its sole
discretion,  shall  determine that the aforesaid  conditions at the Premises are
materially  adverse as to create  substantial future financial risk to Purchaser
or Drew following  Closing,  then Purchaser shall have the right, at its option,
upon  notice  to the  Shareholders,  to cancel  this  Agreement  whereupon  this
Agreement shall be null and void and of no further force or effect.  Purchaser's
sole remedy in respect of the foregoing is limited to the right of  cancellation
set forth therein.

     (p) To fund  the  Purchase  Price  and to  obtain  expansion  capital,  the
Purchaser  intends to offer its  securities in a private  placement  through its
investment  bankers.   Shareholders  undertake  and  agree  to  make  themselves
available  following  execution of the Agreement to discuss Drew with investment
bankers and prospective investors in the private placement.  Notwithstanding the
foregoing,  Purchaser can provide no assurance that such private  placement will
be completed.  If such private placement is not completed by March 28, 1997 then
either  Purchaser or Shareholders  upon notice to the other party shall have the
right to cancel this Agreement  whereupon such Agreement  shall be null and void
and of no further force or effect.

     (q) At or prior to Closing,  Drew will purchase  additional key person life
insurance  insuring the lives of Schuyler (up to an aggregate of $4 million) and
Shyjka (up to an  aggregate of $1 million) and each of Schuyler and Shyjka agree
to complete such insurance  applications and submit to physical  examinations if
required,  to procure such  insurance.  Schuyler and Shyjka  represent that they
have no  knowledge  of any cause that would  prevent  the  purchase of such life
insurance.

     (r )Drew shall have the right to pay a bonus (up to $7,700 each) consistent
with prior bonuses of this nature to each of the  Shareholders  who are officers
to facilitate the repayment of certain obligations paid by Drew for the officers
and shall deduct  payroll taxes and the amount of the  obligations  owed to Drew
and remit a net payroll check of $0 to such Shareholders.



                                       26
<PAGE>

     7.2 Consents.  Except as set forth on Schedule 7.2 heretofore  delivered to
Purchaser by Shareholders,  Shareholders  covenant and agree to procure consents
of persons  having  leases or other  contracts  with Drew,  which  consents  are
necessary to prevent such leases or other  contracts  from being in default as a
result of the purchase of Sellers Shares.

     7.3 Non Union  Pension Plan.  Shareholders  covenant and agree in regard to
Drew's  existing  defined benefit Pension Plan ("Non Union Plan") to execute and
deliver to  Purchaser  immediately  prior to Closing,  an  agreement in form and
substance  reasonably  satisfactory to counsel to the Purchaser  executed by all
necessary  parties  to enable  Drew to  immediately  discontinue,  (i)  accruing
additional  benefits,   (ii)  adding  additional   participants  and,  (iii)  if
permissible,  making  additional  contributions  under the Non Union Plan and to
delay  payment  under the Plan to Shyjka for five (5) years  following  Closing.
Shareholders  shall also use best efforts,  together with  Purchaser,  following
execution  of this  Agreement,  to extend the  commencement  date for payment of
vested benefits to Harry Prince.

     7.4 Drew's 1996 Financial  Statements.  Shareholders  covenant and agree to
promptly  deliver to Purchaser by March 15, 1997, or as soon  thereafter as they
shall become available, the financial statements of Drew consisting of a Balance
Sheet at December 31, 1996 and  Statements  of Income and Cash Flow for the year
then  ended,  audited by  Deloitte & Touche  LLP.  If delay  shall  occur in the
delivery of such financial  statements  beyond March 15, 1997,  Purchaser  shall
have the right to delay the Closing  beyond March 28, 1997 by an equal amount of
time.

     7.5 Covenant Relating to Books and Records.  Purchaser hereby covenants and
agrees that in the event that Drew  becomes  subject to an audit by the Internal
Revenue Service or any state taxing authority, Purchaser will cooperate with the
Shareholders and make available to the  Shareholders  and their  representatives
the books and records of Drew and/or copies thereof (at Shareholders' expense).



                                       27
<PAGE>


                            ARTICLE 8
                 CONDITIONS PRECEDENT TO CLOSING

     8.1 Conditions  Precedent to Purchaser's  Obligations.  All  obligations of
Purchaser  under this  Agreement  are subject,  at  Purchaser's  option,  to the
fulfillment, prior to or at the Closing, of each of the following conditions:

     (a) All representations  and warranties  contained in this Agreement and in
any statement (including financial statements),  deed, certificate,  schedule or
other document  delivered pursuant hereto or in connection with the transactions
contemplated  hereby,  shall be true and accurate in all material respects as of
the date when made and shall be deemed to be made again at and as of the time of
the Closing and shall then be true and accurate in all material respects.

     (b) The Selling  Shareholders  shall each have  performed and complied with
all  covenants,  agreements  and  conditions  required by this  Agreement  to be
performed or complied with by them prior to or at the Closing.

     (c)  Each  of the  Selling  Shareholders  shall  have  delivered  to Drew a
certificate  dated the date of Closing,  certifying  to the  fulfillment  of the
conditions set forth in Section 8.1(a) and 8.1(b) hereof.

     (d)  Selling   Shareholders  have  caused  to  be  delivered  to  Purchaser
Shareholders Counsel Opinion dated the date of the Closing.

     (e) All actions, corporate proceedings, instruments, and documents required
to carry out this Agreement,  or incidental thereto, and all other related legal
matters, shall have been approved by Ruskin,  Moscou, Evans & Faltischek,  P.C.,
counsel for Purchaser.

     (f) The Selling  Shareholders shall have delivered to Purchaser,  or caused
to be delivered to Purchaser, executed employment agreements and non-competition
undertakings in the forms annexed hereto as Exhibits B, Exhibit C, Exhibit D and
Exhibit E.

     (g  No  suit,   action,   investigation,   inquiry  or  proceeding  by  any
governmental  body, or other legal or administrative  proceeding shall have been
instituted  or  threatened  which  questions  the  validity  or legality of this
Agreement  or any of the  transactions  contemplated  hereby,  or which seeks to
enjoin the consummation thereof.

     (h) Selling Shareholders shall have delivered to Purchaser  resignations of
Schuyler and Shyjka as directors of Drew.



                                       28
<PAGE>

     (i)(i)  Bank One shall have  waived any  default  under its  existing  loan
agreement with Drew resulting from the  transaction  contemplated  hereby,  (ii)
Deloitte & Touche LLP shall  deliver to Purchaser an opinion that the  financial
statement of Drew based upon its  December 31, 1996 audit,  will not result in a
default under the Bank One loan  agreement,  a copy of which has heretofore been
delivered to Purchaser, and (iii) Ernst & Young LLP shall deliver to Purchaser a
preliminary  pro forma balance  sheet as of December 31, 1996,  giving effect to
the  purchase  of  Sellers   Shares   hereunder   accompanied   by  its  opinion
substantially  to the  effect  that on the basis  thereof  Drew  would not be in
default under the Bank One loan agreement.

     (j)  Drew  shall  have  entered  into  employment  agreements  in form  and
substance  satisfactory  to  Purchaser  with  the  following  persons  currently
employed by Drew, as follows:  Larry R. Martin, Mark Recchi,  Scott Williams and
Robert Chapman.

     (k) Drew shall have delivered to Purchaser  actuarial  reports  relating to
the Drew Plans  providing  that there has not been a material  reduction  in the
assets covered by either of the Drew Plans since December 31, 1995 as would give
rise to a liability of Drew that would have a material  adverse  effect upon the
financial condition of Drew.

     8.2  Conditions  Precedent to the Selling  Shareholders'  Obligations.  All
obligations of the Selling Shareholders under this Agreement are subject, at the
Selling Shareholders' option, to the fulfillment, prior to or at the Closing, of
each of the following conditions:

     (a) All  representations  and  warranties  of  Purchaser  contained in this
Agreement and in any statement  (including financial  statements),  certificate,
schedule,  or other document delivered pursuant hereto or in connection with the
transactions  contemplated  hereby  shall be true and  accurate in all  material
respects  as of the date when  made and shall be deemed to be made  again at the
time of the  Closing  and  shall  then  be true  and  accurate  in all  material
respects.

     (b)  Purchaser  shall  have  performed  and  complied  with all  covenants,
agreements and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.

     (c) Purchaser  shall have  delivered to Selling  Shareholders a certificate
dated the date of closing,  certifying  the  fulfillment  of the  conditions set
forth in Section 8.2(a) and 8.2(b) hereof.

     (d) All actions, corporate proceedings, instruments, and documents required
to carry out this Agreement or incidental  thereto,  and all other related legal
matters,  shall have been approved by Vorys, Sater,  Seymour and Pease,  counsel
for Selling Shareholders.



                                       29
<PAGE>

     (e) The  Employment  agreements  to each of Schuyler  and Shyjka shall have
been duly executed and delivered by Drew.

     (f) The  Shyjka  Stock  Option  Agreement  shall  have  duly  executed  and
delivered by Purchaser.

     (g) The  Registration  Rights  Agreement  shall have been duly executed and
delivered by Purchaser.

     (h) The aggregate unpaid principal balance of certain debentures  currently
in the amount of $911,712,  together with interest to the Closing, shall be paid
in full against  receipt by Purchaser of such  debentures duly endorsed in blank
with signature  guarantee by a bank or New York Stock  Exchange  member firm. In
addition,  Purchaser shall pay $51,500 as a premium required by the Shareholders
to be paid to the  debenture  holders in five (5) equal annual  installments  of
$10,300, without interest, commencing on the anniversary date of the Closing.

     (i) Delivery of the Notes duly executed by Purchaser.

     (j)  Purchaser  shall have caused to be delivered  to selling  Shareholders
Purchasers Counsel Opinion dated the date of Closing.

                            ARTICLE 9
                         INDEMNIFICATION

     9.1  Indemnification  by  Shareholders.   The  Shareholders,   jointly  and
severally,  agree that,  notwithstanding  the  Closing,  the sale of the Sellers
Shares provided for herein and regardless of any  investigation at any time made
by or on behalf of Purchaser or of any information Purchaser may have in respect
thereof,  the  Shareholders,  jointly and  severally,  will  indemnify  and hold
Purchaser  and Drew  harmless  from and against any damage,  liability,  loss or
deficiency (including, without limitation,  reasonable attorneys' fees and other
costs and expenses incident to any suit, action or proceeding) arising out of or
resulting  from: (a) any inaccuracy in any  representation  or the breach of any
warranty  made by the  Shareholders  herein or in any  agreement,  instrument or
document  delivered  pursuant  to  this  Agreement,   (b)  any  failure  of  the
Shareholders  duly  to  perform  or  observe  any  term,  provision,   covenant,
agreement,  or  condition  herein or in any  agreement,  instrument  or document
delivered pursuant to this Agreement on the part of Shareholders to be performed
or observed,  and (c) any liability or obligation arising with respect to Drew's
assets  or the  conduct  of the Drew  business  prior to the  Closing  except as
hereafter  disclosed  hereunder  including any Schedule  hereafter  delivered to
Purchaser in accordance with this Agreement.  Notwithstanding anything herein to
the contrary,  neither Purchaser nor Drew may bring a claim for  indemnification
under this Section if the applicable statute of limitations with respect to such
claim has expired.



                                       30
<PAGE>

     9.2   Indemnification   by   Purchaser.    The   Purchaser   agrees   that,
notwithstanding the Closing,  the sale of the Sellers Shares provided for herein
and  regardless  of any  investigation  at any  time  made  by or on  behalf  of
Shareholders or of any information Shareholders may have in respect thereof, the
Purchaser  will  indemnify and hold  Shareholders  harmless from and against any
damage, liability, loss or deficiency (including, without limitation, reasonable
attorneys'  fees and other costs and  expenses  incident to any suit,  action or
proceeding)  arising  out  of or  resulting  from:  (a)  any  inaccuracy  in any
representation  or the breach of any warranty made by the Purchaser herein or in
any agreement,  instrument or document delivered pursuant to this Agreement, and
(b) any failure of the Purchaser duly to perform or observe any term, provision,
covenant,  agreement,  or condition  herein or in any  agreement,  instrument or
document  delivered  pursuant to this  Agreement  on the part of Purchaser to be
performed  or  observed.   Notwithstanding  anything  herein  to  the  contrary,
Shareholders may not bring a claim for indemnification under this Section if the
applicable statute of limitations with respect to such claim has expired.

     9.3 Limitation of Liability. None of the Parties shall assert any claim for
indemnification  under  Sections 9.1 or 9.2 unless the  aggregate  amount of all
claims of such  party  against  the  other  party  under  this  Agreement,  on a
cumulative basis,  exceeds Fifty Thousand ($50,000)  Dollars,  in which case the
indemnification  shall be for that aggregate amount in excess of $50,000.  Under
no  circumstances  shall the  liability  of the  Shareholders  in the  aggregate
pursuant to this Article 9 exceed Four Million Six Hundred Thousand ($4,600,000)
Dollars as adjusted pursuant to Sections 2.3 and 2.4 hereof.

     9.4 No Waiver.  No failure or delay on the part of Purchaser in  exercising
any right,  power or remedy under this  Agreement,  or available to Purchaser at
law or in equity shall operate as a waiver of such right,  power or remedy,  nor
shall any single or partial exercise of any such right, power or remedy preclude
any or further  exercise  thereof or the exercise of any other  right,  power or
remedy  available to Purchaser.  Subject to the  limitations of Section 9.3, the
remedies  provided in this  Agreement  are  cumulative  and not exclusive of any
remedies available to any Party at law or equity.

     9.5 Third Party Claims.

     (a) In case of the assertion in writing of any claim  initiated or asserted
by any person, firm,  governmental authority or corporation other than Purchaser
or any  affiliate  of  Purchaser  (a "Third  Party  Claim")  against Drew or the
commencement of any litigation asserting a Third Party Claim which may give rise
to any  indemnification  obligation of Shareholders  (each an  "Indemnitor")  to
Purchaser or Drew under the  provisions  of this Article,  Purchaser  shall give
notice  thereof  as  provided   hereunder  as  promptly  as  practicable   after
Purchaser's  receipt  of such  written  assertion  or the  commencement  of such
litigation unless the failure to give such notice would not materially prejudice
Shareholders,  such  notice  to be given  by  Purchaser  not  later  than  would
materially  prejudice  Shareholders  if they chose to defend such  litigation as
hereinafter  provided.  If Indemnitor  demonstrates to Purchaser that Indemnitor
will be able to pay the full amount of potential  liability in  connection  with


                                       31
<PAGE>

any Third Party Claim, Indemnitor may at its sole cost and expense, upon written
notice  given to  Purchaser  within  fifteen  (15)  days  after its  receipt  of
Purchaser's  notice  under this Section  9.5,  assume the defense,  with counsel
reasonably  satisfactory  to  Purchaser,  of  any  such  Third  Party  Claim  or
litigation,  provided  that  Indemnitor  admits  in  writing  to  Purchaser  its
liability  solely as  between it and  Purchaser  with  respect  to all  material
elements  thereof.  If  Indemnitor  assumes  the  defense  of any such  claim or
litigation,  the  obligations  of  Indemnitor  hereunder  as to  such  claim  or
litigation  shall be  limited to taking all steps  necessary  in the  defense or
settlement  thereof and to holding  Purchaser  harmless from and against any and
all losses,  liabilities,  expenses and damages  caused by or arising out of any
settlement  approved by Indemnitor or any judgment in connection with such claim
or litigation,  and Purchaser shall make available or cause to be made available
to Indemnitor  such books and records in Drew's  possession  as  Indemnitor  may
reasonably  require in  connection  with such  defense.  Except with the express
prior  written  consent  of  Purchaser,  Indemnitor  shall  not  consent  to the
settlement  or entry of any judgment  arising from any such claim or  litigation
which in each case does not include as an unconditional  term thereof the giving
by  the  claimant  or  plaintiff,  as  the  case  may  be,  to  Purchaser  of an
unconditional  release from all liability in respect  thereof unless  Indemnitor
shall have  actually  paid the full amount of any such  settlement  or judgment.
Purchaser  shall be entitled to be consulted about (but not control) the defense
of, and receive copies of all pleadings and other material  papers in connection
with, any such claim or litigation. If Indemnitor does not assume the defense of
any such claim or litigation, Purchaser may defend the same in such manner as it
may deem  appropriate,  including  but not  limited  to  settling  such claim or
litigation  after giving  reasonable  notice of the same to  Indemnitor  on such
terms as Purchaser may deem appropriate,  and Indemnitor will promptly reimburse
Purchaser in accordance  with the provisions of this Section 9.5,  provided that
Purchaser  furnish  Indemnitor  with copies of all pleadings and other  material
documents in connection with any such claim or litigation and that Indemnitor is
consulted about (albeit not in control of) such litigation.  Anything  contained
in this Section 9.5 to the contrary notwithstanding, (i) Indemnitor shall not be
entitled  to assume the  defense of any such  claim or  litigation  if the Third
Party  Claim  seeks an  order,  injunction  or other  equitable  relief  against
Purchaser which, if successful,  might  materially  interfere with, or adversely
affect,  the operation of its business by Purchaser or Drew;  and (ii) Purchaser
or Drew may defend any Third Party Claim to which  Purchaser  or Drew may have a
defense or counterclaim which Indemnitor is not entitled to assert to the extent
necessary to assert and  maintain  such defense or  counterclaim  provided  that
Purchaser  provide or cause to be provided to Indemnitor copies of all pleadings
and other material documents in connection with any such claim or litigation and
that Indemnitor is consulted about (albeit not in control of) such litigation.

     (b) In case of the  assertion  in writing of any Third  Party  Claim or the
commencement of any litigation asserting a Third Party Claim which may give rise
to any  obligation  of Purchaser to  Shareholders  under the  provisions of this
Section, Shareholders shall have the rights, duties and obligations of Purchaser
under Section 9.5 and Purchaser shall have the right,  duties and obligations of
Shareholders.



                                       32
<PAGE>

                            ARTICLE 10
                             GENERAL


     10.1  Expenses.  Shareholders  shall  cause  Drew  to  pay  their  counsel,
accountants and other advisors' fees and expenses arising in connection with the
negotiation  and  preparation  of  this  Agreement,   the  consummation  of  the
transactions  contemplated  hereby and the preparation of the  Shareholders  tax
returns for 1996 and 1997. The counsel and  accounting  fees shall be limited to
$60,000 and $75,000, respectively.

     10.2 Sales, Transfer and Documentary Taxes, etc. Shareholders shall pay all
sales,  transfer and  documentary  taxes, if any, due as a result of the sale of
the Sellers  Shares to Purchaser and all other fees  applicable to  Shareholders
directly relating to the transfer of the Sellers Shares to Purchaser.

     10.3  Survival  of  Representations  and  Warranties.  Each of the  Parties
covenants and agrees that all of the representations warranties,  covenants, and
agreements set forth in this Agreement shall survive the Closing for two and one
half (2 1/2) years except that:

     (a) the  representation in subsection 5.1 as it related to due organization
in Ohio and the entire  representations  in subsections 5.2 and 5.4 will survive
without limitation, and

     (b) the  representation  in subsection  5.20 will survive for the period of
the applicable statute of limitations.

None of the  representations and warranties shall be merged into any instruments
of transfer or other documents  delivered by any of the Parties at Closing or at
any other time.

     10.4 No Third Party Beneficiaries.  Nothing in this Agreement, expressed or
implied,  is  intended  to confer on any person  other than the Parties or their
respective heirs, successors and assigns any rights, remedies,  obligations,  or
other liabilities under or by reason of this Agreement.

     10.5 Notices.  All notices permitted or required under this Agreement shall
be in  writing  and shall be either  (a)  delivered  by  personal  service,  (b)
delivered by courier  service,  (c)  telecopied  and  confirmed  immediately  in
writing by a copy mailed by  registered  or  certified  mail,  postage  prepaid,
return receipt  requested,  or (d) sent by certified or registered mail, postage
prepaid,  return receipt requested, to the parties hereto at their addresses set
forth below or at such other addresses which may be designated in writing by the
parties:



                                       33
<PAGE>


        If to Schuyler to:129 W. Broadway
     Granville, Ohio 43023
     (614)587-1730

        If to Shyjka to:112 N. Ardmore Rd.
     Bexley, Ohio 43209
     (614) 252-0112

        With a copy to:Vorys, Sater, Seymour and Pease
     52 East Gay Street
     Columbus, Ohio 43215
     (614) 464-6317
     Attn:  Russell Gertmenian, Esq.
     (614) 464-6317

        If to Purchaser to:BCAM International, Inc.
     1800 Walt Whitman Road
     Melville, New York 11747
     Attn:  Michael Strauss, President
     Telecopier No. (516) 752-3558

        With a copy to:Ruskin, Moscou, Evans & Faltischek, P.C.
     170 Old Country Road
     Mineola, New York 11501
     Attn:  Raymond S. Evans, Esq.
     Telecopier No.:  (516) 663-6640

Such notices shall be effective  upon receipt in the case of personal or courier
service or  telecopier  delivery and on the third (3rd) day after posting in the
U.S. mail.

     10.6 Entire  Agreement.  This Agreement  (including  the Schedules  hereto)
supersedes all prior agreements and  understandings,  oral and written,  between
the parties with respect to the subject matter,  and this Agreement  constitutes
the entire agreement of the parties with respect to the subject matter hereof.

     10.7 Headings.  The article,  section and other headings  contained in this
Agreement are for  reference  purposes only and shall not be deemed to be a part
of this Agreement or to affect the meaning or interpretation of this Agreement.

     10.8  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which, when executed,  shall be deemed to be an original,
and all of which together shall be deemed to be one and the same instrument.



                                       34
<PAGE>

     10.9 Governing  Law. This Agreement  shall be construed as to both validity
and  performance and governed by and enforced in accordance with the laws of the
State of Ohio, without giving effect to the choice of law principles.

     10.10 Severability.  If any term, covenant, condition, or provision of this
Agreement or the  application  thereof to any  circumstance  shall be invalid or
unenforceable to any extent,  the remaining terms,  covenants,  conditions,  and
provisions  of this  Agreement  shall not be affected and each  remaining  term,
covenant, condition, and provision of this Agreement shall be valid and shall be
enforceable  to the fullest  extent  permitted by law. If any  provision of this
Agreement  is  so  broad  as  to  be  unenforceable,  such  provision  shall  be
interpreted to be only as broad as is enforceable.

     10.11  Amendments.  This Agreement may not be modified or changed except by
an instrument or instruments in writing signed by all Parties.

     10.12  Assignment.   None  of  the  Parties  shall  assign  its  rights  or
obligations  under this Agreement without the prior written consent of the other
Parties,  except that  Purchaser  may assign this  Agreement to any Affiliate of
Purchaser without the consent of Shareholders.

     10.13  Successors and Assigns.  The covenants,  agreements,  and conditions
contained  or granted  shall be binding  upon and shall  inure to the benefit of
Purchaser and Shareholders and their respective heirs,  successors and permitted
assigns.

     10.14 No Joint  Venture.  The Parties,  by entering into this Agreement and
consummating the transactions  contemplated in this Agreement,  shall not be and
shall not be considered a partner or joint venturer of one another.

     10.15  Construction  of Agreement.  This  Agreement was negotiated at arm's
length by the Parties and their respective counsel.  This Agreement shall not be
construed  as having been  "drafted" by any one Party and shall not be construed
against any Party as a drafting party.


                                       35
<PAGE>


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first written above.


                          BCAM INTERNATIONAL, INC.


                          By:/s/ Michael Strauss
                             ------------------------
                             Michael Strauss, President


                          /s/ Charles Schuyler
                          ----------------------
                          CHARLES SCHUYLER


                          /s/ Frank Shyjka
                          --------------------
                          FRANK SHYJKA


                                       36

                                      E-4
<PAGE>