STOCK PURCHASE AGREEMENT

         AGREEMENT,   dated  as  of  this  13th  day  of   February   1998  (the
"Agreement"),  by and among Andal Corp., a New York corporation (the "Company"),
and SO Charitable Trust (the "Seller").

         Seller owns  beneficially  and of record 5,143 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.

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


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                  "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 $169,719, payable in cash at the Closing PLUS

                  (B) 4,179 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 February 13, 1998,  or at such other place
and time as the Company and the Seller may agree (the "Closing Date").


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         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  guaranteed  signatures by a commercial bank or by a member from 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.

                                   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


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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.

                  (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.  The Company is the owner
beneficially  and of record of  352,700  outstanding  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


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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.

         4.2      REPRESENTATIONS AND WARRANTIES OF THE SELLER.

                  Seller represents, warrants to the Company and covenants that:

                  (A)  CONVEYANCE OF SHARES.  The Seller has, and on the Closing
Date, upon the consummation of the transaction  contemplated  hereby,  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  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


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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 its part  necessary for the
authorization,  execution, delivery and performance of this Agreement by it, and
the performance of each 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 it,
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
equitable  remedies.  Each  trustee  of the  Seller  has been  duly and  validly
appointed  and  authorized in  accordance  with the Trust  Agreement (as defined
below) and the EPTL (as defined below).

                  (D) COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the execution,
delivery,  nor performance of this Agreement by the Seller shall (1) violate any
provision of the New York Estates, Powers and Trusts Law ("EPTL") or any Federal
or state tax law applicable to the Seller; (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 of
any court order, agreement, document, or other instrument to which the Seller is
a party or by which the Seller or any of its  properties or assets may be bound,
including,  without limitation,  that certain charitable trust agreement,  dated
December 1, 1980 (the "Trust Agreement");  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,


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

                  (F) VALID  EXISTENCE.  The Seller is a  charitable  trust duly
organized,  validly existing and in good standing under the laws of the State of
New York and the laws of the United States,  and has full power and authority to
carry on its  businesses 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.


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                  (H) NO SALE OF ALL OR  SUBSTANTIALLY  ALL OF THE  ASSETS.  The
sale  of  the  Shares  by the  Seller  does  not  constitute  a  sale  of all or
substantially  all of its assets  under the Trust  Agreement  or any  federal or
state law or regulation, including, without limitation, the EPTL.


                                    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.

                  (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.


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                  (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.

         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.



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         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 c/o Alpine  Capital  Group,  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, NY 10010;  or (b) if to the Company,  to Andal Corp.,
909 Third Avenue,  New York, NY 10022, and addressed to the attention of Alan N.
Cohen and Andrew J.  Frankel  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.



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         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.  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.

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         6.11     FURTHER ASSURANCES.

         At any time and from time to time from 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  performance by
the Seller or the  Company  of any of their  respective  obligations  under this
Agreement.

         6.12     INDEMNIFICATION BY SELLER.

         The Seller  shall  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  contained  in this  Agreement  (or in any
certificate,  document,  list or schedule delivered to the Company by the Seller
hereunder).

         6.13     INDEMNIFICATION BY COMPANY.

         The Company shall  indemnify  the Seller  against and agree to hold the
Seller  harmless  from any and all  Damages,  loss  incurred  or suffered by the
Seller  on or after  the  Closing  Date  arising  out of any  misrepresentation,
inaccuracy or breach of any representation, warranty, covenant or


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promise by the  Company  contained  in this  Agreement  (or in any  certificate,
document, list or schedule delivered to the Seller 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/ ALAN COHEN
                                            --------------------------------
                                         ITS:     PRESIDENT
                                            --------------------------------


                                         SO CHARITABLE TRUST
                                         BY: /s/ ODED ABOODI
                                            --------------------------------
                                                 Oded Aboodi, Trustee



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