STOCK PURCHASE AGREEMENT

         AGREEMENT,   dated  as  of  this  20th  day  of   February   1998  (the
"Agreement"),  by and among Andal Corp., a New York corporation (the "Company"),
and Henry Benach ("Benach") and Benhome Associates L.P.  ("Benhome") (Benach and
Benhome are hereinafter collectively referred to as the "Seller").

         Seller  collectively  owns  beneficially  and of record 1,995 shares of
common stock,  par value twenty  ($20.00)  dollars a share,  of the Company (the
"Shares").

         Upon the terms,  and subject to the conditions  hereinafter  set forth,
Seller desires to sell, and the Company desires to purchase, the Shares from the
Seller.

         NOW,  THEREFORE,  in consideration  of the mutual  agreements set forth
herein, and in reliance upon the representations and warranties made herein, the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1      TERMS.

                  The following  terms as used in this Agreement  shall have the
meanings as set forth below:

                  "Agreement" shall have the meaning set forth in the preamble.

                  "Closing"  shall have the  meaning  set forth in  Section  3.1
hereof.

                  "Closing Date" shall have the meaning set forth in 3.1 hereof.

                  "Company" shall have the meaning set forth in the preamble.

                  "Purchase  Price"  shall have the meaning set forth in Section
2.2 hereof.


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                  "Seller" shall have the meaning set forth in the preamble.

                  "Seller's  Representative" shall have the meaning set forth in
Section 3.5 hereof.

                  "Shares" shall have the meaning set forth in the preamble.

                                   ARTICLE II
                           SALE AND PURCHASE OF SHARES

         2.1      PURCHASE OF SHARES.

                  On the Closing Date (as hereinafter defined), the Seller shall
sell assign, transfer, convey and deliver to Company, and Company shall purchase
and accept, the Shares.

         2.2      PURCHASE PRICE.

                  The purchase price for the Shares shall be:

                  (A) The total  number  of  Shares  multiplied  by  $33.00,  an
aggregate of $65,835 payable in cash at the Closing PLUS

                  (B) 1,621 shares of common stock of  Integrated  Brands,  Inc.
(the  "Integrated  Shares"),  free  and  clean  of  any  liens  or  encumbrances
whatsoever  (such cash payment and such shares of common stock are  collectively
referred to herein as the "Purchase Price.")


                                   ARTICLE III
                                     CLOSING

         3.1      THE CLOSING.

                  The  closing  of the  sale and  purchase  of the  Shares  (the
"Closing") shall take place at the offices of Gold,  Farrell & Marks, 41 Madison
Avenue, New York, New York 10010 on


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February 20, 1998, or at such other place and time as the Company and the Seller
may agree (the "Closing Date").

         3.2      DELIVERIES AT CLOSING BY SELLERS.

                  At the  Closing,  the  Seller  shall  deliver  to the  Company
certificates  representing  all the Shares,  together with duly  executed  stock
powers with  signatures  guaranteed by a commercial  bank or by a member firm of
the New York Stock Exchange  sufficient to transfer  ownership of such Shares to
the Company.

         3.3      DELIVERIES AT CLOSING BY COMPANY.

                  At the  Closing,  the Company  shall cause the cash portion of
the  Purchase  Price  to be  delivered  to the  Seller  by  wire  transfer  upon
instructions  to be delivered  by the Seller to the  Company.  Seller shall have
delivered to the Company the portion of the  Purchase  Price  consisting  of the
Integrated  Shares,  to be  delivered  to the  Seller at the  Closing or as soon
thereafter  as  practicable  certificates  representing  the  Integrated  Shares
accompanied by duly executed stock power endorsing transfer in blank.

         3.4      DELAYED DELIVERIES.

                  In the event that  Seller is delayed in its ability to deliver
any of the Shares at Closing, it will deliver such Shares to the Company as soon
thereafter as practicable,  and the Company may withhold the pro-rata portion of
the Purchase Price applicable to such Shares until they are delivered.

         3.5      POWER OF ATTORNEY.

                  Each Seller hereby appoints Oded Aboodi and Henry Benach, each
acting singly, as its agent and attorney-in-fact (the "Seller's Representative")
to perform any act required of or


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permitted by a Seller under this  Agreement,  including the making and accepting
of deliveries called for hereby and the execution and delivery of this Agreement
on such Seller's behalf.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES


         4.1      REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE COMPANY.

                  The  Company  represents  and  warrants  to  the  Seller,  and
covenants that:

                  (A)  ORGANIZATION  AND STANDING.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York. The Company has full corporate power and authority to own and
operate its  properties  and assets,  and to carry on its  business as presently
conducted.  The authorized equity securities of the Company consist of 1,500,000
shares of common stock,  par value twenty  ($20.00)  dollars per share, of which
434,078 shares are issued and outstanding as of January 20, 1998.

                  (B) CORPORATE  POWER.  The Company has all requisite legal and
corporate  power and  authority  to execute and deliver  this  Agreement  and to
purchase the Shares hereunder and to carry out and perform its obligations under
the terms of this Agreement.

                  (C)  AUTHORIZATION.  All  corporate  action on the part of the
Company necessary for the authorization,  execution, delivery and performance of
this Agreement by the Company,  including,  without  limitation,  the ability to
purchase the Shares, has been taken or will be taken prior to the Closing.  This
Agreement,  when  executed  and  delivered  by it, will  constitute  a valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.

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<PAGE>


                  (D) NO  CONSENT.  Except  as  referred  to in  Section  4.1(C)
hereof,  no consent,  approval or  authorization  of any person or  governmental
authority  is  required  on the  part of the  Company  in  connection  with  the
execution and delivery of this Agreement, or the purchase of the Shares.

                  (E)  TITLE  TO  THE  INTEGRATED   SHARES.   It  is  the  owner
beneficially  and of record of  352,700  shares  of common  stock of  Integrated
Brands, Inc., and no more, and on the Closing Date, upon the consummation of the
transactions  contemplated  hereby,  will have delivered to the Seller, good and
marketable  title to the  Integrated  Shares  free  and  clear,  subject  to the
requirements of Federal and state securities laws, of all liens and encumbrances
or rights of any other person whomsoever.

                  (F) COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the execution,
delivery, nor performance of this Agreement by the Company shall (1) violate any
order,  judgment, or decree applicable to the Company; or (2) violate,  conflict
with,  result in a breach of any provision of, constitute a default (or an event
that, with notice or lapse of time or both,  would  constitute a default) under,
result in the termination of, accelerate the performance  required by, or result
in a right of termination or acceleration, or the creation of any lien, security
interest,  charge, or encumbrance upon any of the Integrated Shares under any of
the terms,  conditions,  or provisions of (a) its articles of  incorporation  or
bylaws, or (b) any note, bond, mortgage,  indenture,  deed of trust, license, or
other  contract  or  obligation  to which the  Company is a party,  by which the
Company may be bound, or to which the Company, its respective properties, or its
respective assets may be subject.


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<PAGE>

         4.2      REPRESENTATIONS AND WARRANTIES OF THE SELLER.

                  The  Seller   represents  and  warrants  to  the  Company  and
covenants that:

                  (A)  CONVEYANCE OF SHARES.  The Seller has, and on the Closing
Date will have  conveyed to the Company,  the full  beneficial  ownership to the
number of Shares set forth in the preamble  hereto,  free and clear,  subject to
the  requirements,  of  Federal  and  State  securities  laws,  of all liens and
encumbrances or rights of any other person whomsoever.

                  (B) ACCESS TO DATA. The Seller is (1) an "accredited investor"
(as such term is defined in Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities  Act")) and (2) a sophisticated  investor with
knowledge and experience in business  matters who (a) has had the opportunity to
discuss the  Company's  business,  management  and  financial  affairs  with the
Company's  management,  (b) has had the  opportunity  to  review  the  Company's
business  affairs  and  (c)  has  had  the  opportunity  to  obtain   additional
information  as desired in order to evaluate the terms of the sale of the Shares
for the Purchase Price  (including the receipt of the  Integrated  Shares).  The
Purchase  Price has been  determined  by  arms-length  negotiation  between  the
Company and the Seller.

                  (C)  AUTHORIZATION.  All action on the Seller's part necessary
for the authorization,  execution, delivery and performance of this Agreement by
the Seller  through the  Seller's  representative,  and the  performance  of the
Seller's  obligations  hereunder,  have been taken or will be taken prior to the
Closing Date. This Agreement, when executed and delivered by it, will constitute
a valid and legally binding obligation of the Seller,  enforceable in accordance
with  its  terms  and  subject  to  laws  of  general  application  relating  to
bankruptcy,  insolvency,  and the relief of debtors  and rules of law  governing
specific performance, injunctive relief or other


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<PAGE>

equitable  remedies.  The  Seller's  Representative  has been  duly and  validly
appointed  and  authorized  by the  Seller  in  accordance  with  its  governing
instrument,  if any,  and any  applicable  state or federal  law or  regulation,
including, without limitation, the New York Partnership Law ("NYPL").

                  (D) COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the execution,
delivery,  nor  performance of this Agreement by the Seller through the Seller's
Representative,  shall  (1)  violate  any  provision  of the  NYPL or any  other
applicable  partnership  statute if any;  (2)  violate any order,  judgment,  or
decree  applicable  to the Seller;  (3) violate,  conflict  with, or result in a
breach or default under,  or cause the  termination of, any term or condition or
any court order, agreement, document, or other instrument to which the Seller is
a party or by which the Seller or any of its respective properties or respective
assets may be bound;  or (4) violate,  conflict with,  result in a breach of any
provision  of,  constitute a default (or an event that,  with notice or lapse of
time or both, would  constitute a default) under,  result in the termination of,
accelerate the  performance  required by, or result in a right of termination or
acceleration,  or the  creation  of any  lien,  security  interest,  charge,  or
encumbrance  upon any of the  Shares  under  any of the  terms,  conditions,  or
provisions or (a) its partnership agreement or any other organizational document
of the non-individual Seller, or (b) any note, bond, mortgage,  indenture,  deed
of trust,  license,  or other  contract or  obligation  to which the Seller is a
party, by which the Seller may be bound, or to which the Seller,  its respective
properties, or its respective assets may be subject.

                  (E) NO CONSENT.  No notice to, filing with,  authorization of,
exemption  by, or consent or  approval of any public  body or  authority  or any
other third party,  including,  without limitation,  the Attorney General of the
State of New York, the United States Internal Revenue


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<PAGE>

Service or any New York State court is  necessary  for the  Seller's  execution,
delivery and  performance of this  Agreement or any other  agreement or document
contemplated  hereunder  or the  consummation,  by a Seller of the  transactions
contemplated herein.

                  (F) VALID EXISTENCE.  The  non-individual  Seller is an entity
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York, and has full power and authority to carry on its business and
to own or lease  all of its  properties  and  assets as and in the  places  such
businesses  are now  conducted,  and such  properties  are now owned,  leased or
operated.

                  (G) INVESTMENT  INTENT. The Seller is acquiring the Integrated
Shares,  paid as part of the Purchase Price,  for its own account and not with a
view to the  distribution  thereof within the meaning of the Securities Act, any
state securities law, or any regulation of any of the foregoing.


                                    ARTICLE V
                              CONDITIONS TO CLOSING

         5.1      CONDITIONS TO CLOSING OF COMPANY.

         The Company's obligations to purchase the Shares at the Closing are, at
the option of Company,  subject to the fulfillment of the following  conditions:

                  (A)    REPRESENTATIONS    AND    WARRANTIES    CORRECT.    The
representations and warranties made by Seller, in Article IV hereof,  shall have
been true and correct  when made and shall be true and correct as of the Closing
Date.


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<PAGE>

                  (B)  CONDITIONS.  All agreements  and conditions  contained in
this  Agreement  to be  performed  by the Seller on or prior to the Closing Date
shall have been performed or complied with in all material respects.

         5.2      CONDITIONS TO CLOSING OF SELLER.

         The Seller's  obligations to sell and deliver the Shares on the Closing
Date are,  at the option of the  Seller,  subject to the  fulfillment  as of the
Closing Date of the following conditions:

                  (A)  REPRESENTATIONS.  The representations and warranties made
by the Company in Article IV hereof  shall have been true and correct when made,
and shall be true and correct on the Closing Date.

                  (B) COVENANTS. All agreements and conditions contained in this
Agreement  to be  performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1      GOVERNING LAW.

         This  Agreement  shall be governed  in all  respects by the laws of the
State of New York, without regard to principles of conflicts of laws.

         6.2      SURVIVAL.

         All  representations and warranties shall survive the Closing Date. Any
representation  or warranty as to which a claim with  respect to which  specific
notice  has  been  given is  unresolved  at the  time of the  expiration  of the
applicable period shall survive such expiration until resolved.


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         6.3      TRANSACTION PAYMENTS BY COMPANY.

         Company shall  reimburse  Seller for all expenses Seller may reasonably
incur  in  connection  with the  transactions  contemplated  by this  Agreement,
including, without limitation, all legal fees and related disbursements.

         6.4      SUCCESSORS AND ASSIGNS.

         Except as otherwise  provided herein, the provisions hereof shall inure
to the  benefit  of,  and be  binding  upon,  the  successors,  assigns,  heirs,
executors, and administrators of the parties hereto.

         6.5      ENTIRE AGREEMENT; AMENDMENT.

         This  Agreement  and any other  documents  delivered  pursuant  hereto,
constitute the full and entire  understanding  and agreement between the parties
with regard to the subject matter hereof.  Except as expressly  provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment, waiver or discharge or termination is sought.

         6.6      NOTICES.

         All notices and other  communications  required or permitted  hereunder
shall be in writing and shall be mailed by registered or certified mail, postage
prepaid,  or otherwise  delivered by hand or by  messenger  addressed  (a) if to
Seller Henry Benach 1285 Avenue of the Americas,  New York, NY 10019, or at such
other  address as Seller  shall have  furnished to the Company in writing with a
copy to Charles R. Dickey,  Esq., Gold,  Farrell & Marks, 41 Madison Avenue, New
York,  New York  10010;  or (b) if to the  Company,  to Andal  Corp.,  909 Third
Avenue,  New York,  New York 10022,  and  addressed to the  attention of Alan N.
Cohen and Andrew J. Frankel


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with a copy to Roy M. Korins,  Esq., Esanu Katsky Korins & Siger, LLP, 605 Third
Ave., New York, New York 10158, or to such other address or addresses as a party
may have been furnished by notice to the other party.  Each such notice or other
communication  shall for all purposes of this  Agreement be treated as effective
or having  been given when  delivered  personally,  or, if sent by mail,  at the
earlier of its receipt or five (5) days after the same has been deposited in the
United States mail, addressed and mailed as aforesaid.

         6.7      COUNTERPARTS.

         This Agreement may be executed in counterparts,  each of which shall be
enforceable  against the party actually executing such counterparts,  and all of
which together shall constitute one instrument.

         6.8      SEVERABILITY.

         In the  event  that any  provisions  of this  Agreement  becomes  or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provisions  provided  that  no  such  severability  shall  be  effective  if  it
materially changes the economic benefit of this Agreement to any party.

         6.9      TITLES AND SUBTITLES.

         The  titles  and  subtitles   used  in  this  Agreement  are  used  for
convenience  only and are not  considered  in construing  or  interpreting  this
Agreement.

         6.10     RESTRICTIONS ON THE SHARES OF INTEGRATED BRANDS INC.

         The Company  agrees to notify the Seller  prior to selling or otherwise
transferring  all or any  portion  of the shares of common  stock of  Integrated
Brands, Inc. owned by the Company.


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Seller  agrees  that it will not sell or  transfer  the  Integrated  Shares,  it
receives as part of the Purchase Price pursuant to Section 3.3.  hereof prior to
the earlier to occur of:

                  (A) the  sale or  distribution  by the  Company  of all or any
portion of the shares of common stock of Integrated Bands, Inc. that it now owns
to persons other than the Seller; or

                  (B)  the  one-hundred  twenty-first  day  next  following  the
Closing Date.

         6.11     FURTHER ASSURANCES.

         At any time and from  time to time and  after  the  Closing  Date,  the
Seller will,  at the request of the Company and without  further  consideration,
execute,  acknowledge  and deliver,  or cause to be executed,  acknowledged  and
delivered,  such  instruments  and other  documents  and  perform or cause to be
performed such acts and provide such information,  as may reasonably be required
by the  Company  to  evidence  or  effectuate  the sale,  conveyance,  transfer,
assignment and delivery to the Company of the Shares or for the  performances by
and of the Seller or the Company of any of their  respective  obligations  under
this Agreement.

         6.12     INDEMNIFICATION BY SELLER.

         Each Seller shall, jointly and severally, indemnify the Company and all
of its officers and directors (the  "Indemnified  Parties") against and agree to
hold the Indemnified  Parties  harmless from any and all claims,  damage,  loss,
liability and expense  (including,  without  limitation,  reasonable expenses of
investigation and reasonable attorneys' fees and  expenses)("Damages")  incurred
or  suffered  by any of the  Indemnified  Parties on or after the  Closing  Date
arising   out  of  any   misrepresentation,   inaccuracy   or   breach   of  any
representation,  warranty, covenant or promise by the Seller (or either of them)
contained in this Agreement (or in any certificate,  document,  list or schedule
delivered to the Company by the Seller (or either of them) hereunder).


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         6.13     INDEMNIFICATION BY COMPANY.

         The Company shall  indemnify  the Seller  against and agree to hold the
Seller  (or  either  of them)  harmless  from any and all  Damages  incurred  or
suffered by the Seller (or either of them) on or after the Closing  Date arising
out  of any  misrepresentation,  inaccuracy  or  breach  of any  representation,
warranty,  covenant or promise by the Company contained in this Agreement (or in
any certificate,  document,  list or schedule delivered to the Seller (or either
of them) by the Company hereunder).

                         [SIGNATURES ON FOLLOWING PAGE]



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

                                        ANDAL CORP. ("Company")
                                        BY:  /s/ ANDREW J. FRANKEL
                                            --------------------------------
                                        ITS:  CHIEF EXECUTIVE OFFICER
                                            --------------------------------


                                           /s/ HENRY BENACH
                                         -----------------------------------
                                               Henry Benach


                                        BENHOME ASSOCIATES L.P.

                                        BY: /s/ HENRY BENACH
                                            --------------------------------
                                               (A General Partner)





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