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 those  persons  and  entities  named on Schedule A to this  Agreement  (each
individually  sometimes  referred  to as a  "Seller"  and  collectively  as  the
"Sellers").
 
         Sellers  collectively  own the entire  beneficial  interest  in 100,232
shares of  common  stock,  par value  twenty  ($20.00)  dollars a share,  of the
Company (the  "Shares"),  each such Seller owning the number of Shares set forth
opposite his or its name on Schedule A hereto.

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

         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.
 


                                       -1-

<PAGE>



            "Milsteins" shall mean, collectively, Paul Milstein and Seymour
Milstein.

            "Milstein Group" shall mean the group of Sellers represented by the
Milsteins

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

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

            "Sellers' 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 Sellers 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 $3,307,656 payable in cash at the Closing PLUS

                  (B) 81,441 shares of common stock of Integrated  Brands,  Inc.
(the "Integrated Shares") free and clear of any liens or encumbrances whatsoever
(such cash payment and such shares of common stock are collectively  referred to
herein as the "Purchase Price.")



                                       -2-

<PAGE>



                                   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 Sellers may agree (the "Closing Date").

         3.2      DELIVERIES AT CLOSING BY SELLERS.

                  At the  Closing,  the  Sellers  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  Sellers  by wire  transfer  upon
instructions  to be delivered by the Sellers to the Company,  and the portion of
the  Purchase  Price  consisting  of the  Integrated  Shares by  delivery to the
Sellers'  Representative  at the Closing or as soon thereafter as practicable of
certificates  representing such Shares accompanied by duly executed stock powers
with signatures guaranteed endorsing transfer in blank.

         3.4      DELAYED DELIVERIES.

                  In the event that  Sellers  are  delayed  in their  ability to
deliver  any of the Shares at  Closing,  they will  deliver  such  Shares to the
Company as soon thereafter as practicable, and the Company


                                       -3-

<PAGE>

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,  Paul Milstein and
Seymour  Milstein,  each acting singly, as its agent and  attorney-in-fact  (the
"Sellers'  Representative")  to perform any act  required of or  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  Sellers,  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.


                                       -4-

<PAGE>



                  (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.  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 Sellers 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


                                       -5-

<PAGE>



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 properties, or its assets may be subject.

         4.2      REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

                  Each of the non-individual  Sellers,  other than Paul Milstein
and Seymour Milstein, represents and warrants and covenants, severally, and Paul
Milstein and Seymour Milstein, represent and warrant, jointly and severally with
respect to all Sellers, to the Company and covenant that:

                  (A) CONVEYANCE OF SHARES.  Each of the Sellers has, and on the
Closing Date will have conveyed to the Company, the full beneficial ownership to
the number of Shares set opposite each Seller's name on Schedule A 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.  Each of the Sellers 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 Sellers.


                                       -6-

<PAGE>


                  (C)  AUTHORIZATION.  All action on each of the  Seller's  part
necessary for the  authorization,  execution,  delivery and  performance of this
Agreement  by  the  Sellers  through  the  Sellers'  representative  ,  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 each
of the Sellers,  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. The Sellers'  Representative has been duly and validly
appointed  and  authorized  by each of the  Sellers  in  accordance  with  their
respective  governing  instruments,  and any applicable  state or federal law or
regulation,   including,   without  limitation,   the  New  York  Not-for-Profit
Corporation Law ("NPCL") and the New York Partnership Law ("NYPL").

                  (D) COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the execution,
delivery,  nor performance of this Agreement by the Sellers through the Sellers'
Representative  shall (1) violate any  provision of the NPCL,  the NYPL,  or any
other  corporate  statute  or any  federal or state tax law  aplliacable  to the
Seller;  (2) violate any order,  judgment,  or decree  applicable  to any of the
Sellers; or (3) 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 of (a) the articles
of  incorporation,  bylaws,  partnership  agreement or any other  organizational
document of any of the


                                       -7-

<PAGE>



non-individual  Sellers,  or (b) any note, bond,  mortgage,  indenture,  deed of
trust, license, or other contract or obligation to which any of the Sellers is a
party, by which any of the Sellers may be bound, or to which any of the Sellers,
their respective properties, or their 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  Service or any New York
State court, is necessary for the Sellers'  execution,  delivery and performance
of this Agreement or any other agreement or document  contemplated  hereunder or
the consummation, by any of the Sellers of the transactions contemplated herein.

                  (F) VALID EXISTENCE.  Each of the non-individual Sellers 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 their
respective  business and to own or lease all of their respective  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.  Each of the Sellers is acquiring the
Integrated  Shares,  paid  as  part of the  Purchase  Price,  for his or 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.

                  (H) NO SALE OF ALL OR  SUBSTANTIALLY  ALL OF THE  ASSETS.  The
sale of the Shares by each of the  non-individual  Sellers does not constitute a
sale of all or substantially all of their


                                       -8-

<PAGE>

respective  assets  under any  federal  or state law or  regulation,  including,
without limitation, the NPCL.

                                    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 each 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 Sellers 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 Sellers' obligations to sell and deliver the Shares on the
Closing Date are, at the option of the Sellers, 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.


                                       -9-

<PAGE>

                                   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,  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 Sellers for all expenses Sellers 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.



                                      -10-

<PAGE>



         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 a Seller,  at the  Seller's  address set forth on Schedule A,  annexed
hereto,  or at such other  address as such 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 with a copy to Roy M. Korins,
Esq.,  Esanu Katsky Korins & Siger,  L.L.P.,  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 a of the  United  States  mail,
addressed and mailed as aforesaid.



                                      -11-

<PAGE>



         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 Sellers  prior to selling or
otherwise  transferring  all or any  portion  of the  shares of common  stock of
Integrated Brands,  Inc. owned by the Company.  Sellers agree that they will not
sell or transfer  the  Integrated  Shares they  receive 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  Companyof  all or any
portion of the shares of common stock of  Integrated  Brands,  Inc.  that it now
owns to persons other than the Sellers; or

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



                                      -12-

<PAGE>

         6.11     FURTHER ASSURANCES.

         At any time and from time to time and after the Closing  Date,  each of
the  Sellers  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 reasonable
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  Sellers or the  Company of any of their  respective
obligations under this Agreement.

         6.12     INDEMNIFICATION BY SELLERS.

                  (A) Each of the Sellers,  other than Paul Milstein and Seymour
Milstein,  severally,  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)  (collectively,  "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 any such Seller contained in this Agreement (or
in any  certificate,  document,  list or  schedule  delivered  hereunder  to the
Company by any of the Sellers, except for Paul Milstein and Seymour Milstein).

                  (B) Paul Milstein and Seymour Milstein, jointly and severally,
shall  indemnify  the  Indemnified   Parties  against  and  agree  to  hold  the
Indemnified  Parties  harmless from any and all Damages  incurred or suffered by
any of the Indemnified Parties on or after the Closing Date


                                      -13-

<PAGE>

arising   out  of  any   misrepresentation,   inaccuracy   or   breach   of  any
representation, warranty, covenant or promise by any of the Sellers contained in
this Agreement (or in any certificate,  document,  list or schedule delivered to
the Company by any of the Sellers hereunder).

         6.13     INDEMNIFICATION BY COMPANY.

         The Company shall  indemnify the Sellers  against and agree to hold the
Sellers harmless from any and all Damages incurred or suffered by the Sellers 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 Sellers by the Company hereunder).


                         [SIGNATURES ON FOLLOWING PAGE]


                                      -14-

<PAGE>



         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

                                  SELLERS:
                                  Paul Milstein, PIM Holding Company,
                                  Gloria Flanzer, Builtland Partners,
                                  Roslyn Meyer, Howard P. Milstein
                                  and Milstein Family Foundation, Inc.

                                  BY:  /s/ PAUL MILSTEIN
                                     -----------------------------------
                                           Paul Milstein, individually, and
                                  as agent for PIM Holding Company,
                                  Gloria Flanzer, Builtland Partners,
                                  Roslyn Meyer, Howard P. Milstein
                                  and Milstein Family Foundation, Inc.

                                                   And
 
                                   BY: /s/ SEYMOUR MILSTEIN
                                     -----------------------------------
                                           Seymour Milstein, as agent for
                                  PIM Holding Company,Gloria Flanzer,
                                  Builtland Partners, Roslyn Meyer
                                  Howard P. Milstein and Milstein
                                  Family Foundation, Inc.




                                      -15-

<PAGE>
<TABLE>
<CAPTION>


                                                            ANDAL CORP
                                                            SCHEDULE A

<S>                              <C>                   <C>                  <C>              <C>                       <C>   
NAME AND ADDRESS OF SELLER       FEDERAL ID/          CERTIFICATE        NUMBER OF SHARES  CASH AT $33 PER           SHARES OF
                                 SOCIAL               NUMBER(S)                            SHARE                     INTEGRATED
                                 SECURITY                                                                            BRANDS, INC.
                                 NUMBER
----------------------------------------------------------------------------------------------------------------------------------
Paul Milstein                                         A567                  15,000           $  495,000                12,188
76 Birchall Drive
Scarsdale, NY 10583
----------------------------------------------------------------------------------------------------------------------------------
PIM Holding Company                                   A652                   8,050              534,534                13,161
1271 Avenue of the Americas                           A663-A683              8,148
New York, NY 10020
----------------------------------------------------------------------------------------------------------------------------------
Gloria Flanzer                                        JU4702                    25                  825                    20
415 L'Ambiance Drive
Longboat Key, FL 34228
----------------------------------------------------------------------------------------------------------------------------------
Builtland Partners                                    A313                  34,456            2,085,257                51,294
1271 Avenue of the Americas                           A649                  28,673
New York, NY 10020
----------------------------------------------------------------------------------------------------------------------------------
Roslyn Meyer                                          A110                   1,030               33,990                   837
21 Highland Street
New Haven, CT 06511
----------------------------------------------------------------------------------------------------------------------------------
Howard & Abby Milstein Jt Ten
888 Park Avenue                                       A688                       5                  165                     4
New York, NY 10021               
----------------------------------------------------------------------------------------------------------------------------------
Milstein Family Foundation, Inc.                      A658                   4,845              159,885                 3,937
1271 Avenue of the Americas
New York, NY 10020
----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR SHARES RECEIVED                                                  100,232           $3,307,656                81,441
                                                                           =======================================================
</TABLE>




                                                               -16-