AGREEMENT AND PLAN OF MERGER



                                  By and Among


                       Sheffield Medical Technologies Inc.

                            CP Pharmaceuticals, Inc.
                            Camelot Pharmacal, L.L.C.
                                Loren G. Peterson
                                Carl F. Siekmann
                                       and
                                 David A. Byron


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                           Dated as of April 25, 1997

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<PAGE>
                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------


              AGREEMENT AND PLAN OF MERGER (the "Agreement"),  dated as of April
25,  1997,  by  and  among  Sheffield  Medical  Technologies  Inc.,  a  Delaware
corporation  ("Parent"),  CP  Pharmaceuticals,   Inc.,  a  Delaware  corporation
("Acquisition Corp."),  Camelot Pharmacal,  L.L.C., a Missouri limited liability
company ("Camelot"),  and Loren G. Peterson, Carl F. Siekmann and David A. Byron
(each a "Member" and, collectively, "Members").

                              W I T N E S S E T H:
                              - - - - - - - - - -

              WHEREAS,  Camelot is a new,  development  stage limited  liability
company  which  is in the  process  of  acquiring  and/or  developing  promising
late-stage pharmaceuticals and pharmaceutical technology for commercialization;

              WHEREAS,  the Board of  Directors  of the Parent  and  Acquisition
Corp.  have  determined  that it is desirable and in the best interests of their
respective  corporations  and  shareholders  for  Camelot to merge with and into
Acquisition  Corp. and each of them has unanimously  approved this Agreement and
the transactions contemplated hereby; and

              WHEREAS,  the Members have  determined that it is desirable and in
their best interest to merge Camelot with and into Acquisition Corp. and each of
them have approved this Agreement and the transactions contemplated hereby; and

              WHEREAS, upon the terms and subject to the conditions  hereinafter
set forth:  (a) Camelot  shall be merged with and into  Acquisition  Corp.  (the
"Merger") and Acquisition  Corp. shall be the surviving entity in the Merger and
(b) the  issued  and  outstanding  membership  interests  of  Camelot  shall  be
converted  into shares of the Parent's  common  stock,  par value $.01 per share
("Parent Common Stock").

              WHEREAS,  it is  intended  that  the  Merger  shall  qualify  as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986,  as amended (the  "Code") and that this  Agreement  shall  constitute a
"plan of reorganization."

              NOW,   THEREFORE,   in  consideration  of  the  premises  and  the
representations,   warranties,   and  mutual  covenants  and  agreements  herein
contained, the parties hereby agree as follows:


<PAGE>
                                    ARTICLE I

                                   THE MERGER

              SECTION  1.1 THE  MERGER.  At the  Effective  Time (as  defined in
Section 1.2), subject to and upon the terms and conditions of this Agreement and
in  accordance  with the General  Corporation  Law of the State of Delaware (the
"Delaware Act") and the Limited  Liability  Company Act of the State of Missouri
(the "Missouri Act"),  Camelot shall be merged with and into Acquisition  Corp.,
the  separate  existence  of Camelot  shall  cease,  and  following  the Merger,
Acquisition  Corp.  shall  continue as the surviving  corporation  (as such, the
"Surviving Corporation").

              SECTION 1.2 EFFECTIVE  TIME. As promptly as practicable  after the
satisfaction or waiver of the conditions set forth in Articles VII and VIII, the
parties hereto shall cause the Merger to be  consummated by filing  certificates
of merger with the Secretary of State of each of Delaware and Missouri,  in such
form as is required by, and executed in accordance with, the relevant provisions
of the Delaware Act and the Missouri Act. The time of filing the  certificate of
merger in  respect  of the Merger  with the  Secretary  of State of the State of
Delaware shall be the "Effective Time."

              SECTION  1.3 EFFECT OF THE  MERGER.  At the  Effective  Time,  the
Merger  shall be  effective  as provided  in the  applicable  provisions  of the
Delaware Act and the  Missouri  Act.  Without  limiting  the  generality  of the
foregoing, and subject thereto, at the Effective Time all the property,  rights,
privileges,  powers and franchises of Camelot shall vest in  Acquisition  Corp.,
and all  debts,  liabilities  and  duties of  Camelot  shall  become  the debts,
liabilities  and duties of Acquisition  Corp. From and after the Effective Time,
the Surviving Corporation shall be a wholly-owned subsidiary of the Parent.

              SECTION  1.4  SUBSEQUENT  ACTIONS.  If,  at  any  time  after  the
Effective Time, the Surviving  Corporation shall consider or be advised that any
deeds, bills of sale, assignments, assurances or any other actions or things are
necessary  or  desirable to perfect,  confirm,  record or otherwise  vest in the
Surviving  Corporation  its right,  title or interest in, to or under any of the
rights,  properties  or assets of  Camelot  acquired  or to be  acquired  by the
Surviving  Corporation  as a result of, or in connection  with,  the Merger,  or
otherwise  to carry  out this  Agreement,  the  officers  and  directors  of the
Surviving  Corporation  shall be authorized to execute and deliver,  in the name
and on  behalf  of  Camelot,  all such  deeds,  bills of sale,  assignments  and
assurances,  and to take and do, in the name and on behalf of Camelot,  all such
other  actions and things as may be necessary or desirable to perfect,  confirm,
record or otherwise vest any and all right, title and interest in,


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to and under such rights, properties or assets in the Surviving Corporation,  or
otherwise to carry out this Agreement.

              SECTION 1.5 CERTIFICATE OF INCORPORATION;  BY-LAWS;  DIRECTORS AND
OFFICERS.  (i) The  Certificate of  Incorporation  of Acquisition  Corp.,  as in
effect  immediately  before the  Effective  Time,  shall be the  Certificate  of
Incorporation of the Surviving  Corporation until thereafter amended as provided
by law and such Certificate of Incorporation.

              (ii) The By-Laws of Acquisition  Corp.,  as in effect  immediately
before the Effective  Time,  shall be the By-Laws of the  Surviving  Corporation
until  thereafter  amended as provided by law, the Articles of  Incorporation of
the Surviving Corporation or such By-Laws.

              (iii) The directors of Acquisition  Corp.  immediately  before the
Effective Time will be the initial directors of the Surviving  Corporation,  and
the officers of Acquisition Corp.  immediately before the Effective Time will be
the initial  officers  of the  Surviving  Corporation,  in each case until their
successors are elected or appointed and qualified.  If, at the Effective Time, a
vacancy  shall exist on the Board of Directors or in any office of the Surviving
Corporation, such vacancy may thereafter be filled in the manner provided by the
Delaware Act and the By-Laws of the Surviving Corporation.

              SECTION 1.6 CONVERSION OF SECURITIES. As of the Effective Time, by
virtue of the Merger and  without  any action on the part of Parent  Acquisition
Corp.,  Camelot or the Members,  the issued and outstanding  Member Interests in
Camelot owned by all of the Members immediately prior to the Effective Time (the
"Member  Interest")  shall cease to be outstanding and shall be converted to the
right to receive an aggregate of 600,000 fully paid and non-  assessable  shares
of Parent Common Stock (the "Merger Consideration").

              SECTION 1.7 DELIVERY OF MERGER CONSIDERATION.

              (i) On the terms and subject to the  conditions  set forth in this
Agreement,  the Parent will issue and  contribute to the capital of  Acquisition
Corp. a sufficient  number of shares of Parent  Common Stock to enable it to pay
the Merger Consideration in full in accordance with the terms of this Agreement.

              (ii) On the terms and subject to the  conditions set forth in this
Agreement,  Acquisition  Corp.  shall  deliver the Merger  Consideration  to the
Members by delivering  to each Member  certificates  representing  the number of
shares of  Parent  Common  Stock as set forth  opposite  each  Member's  name in
Schedule 1.7.



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<PAGE>
                                   ARTICLE II

                                     CLOSING

              Subject to the  satisfaction  or waiver of all  conditions  to the
parties'  obligations to consummate the Merger set forth herein,  the closing of
the Merger (the "Closing") shall take place at 10:00 a.m. on May 16, 1997 at the
offices of Olshan  Grundman Frome & Rosenzweig  LLP, 505 Park Avenue,  New York,
New York,  or at such other time and place as Camelot,  the Parent,  Acquisition
Corp.  and the  Members  shall  agree (the date and time of such  Closing  being
herein referred to as the "Closing Date").

                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF CAMELOT AND THE MEMBERS

              Camelot and each of the Members  jointly and  severally  represent
and warrant to the Parent and Acquisition Corp. as follows:

              Section 3.1 CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT
BUSINESS;  ARTICLES OF ORGANIZATION AND OPERATING  AGREEMENT,  ETC. Camelot is a
limited liability company duly organized,  validly existing and in good standing
under the laws of Missouri.  Camelot has provided  Parent with true and complete
copies of  Camelot's  articles of  organization  (certified  by the  appropriate
public official in the State of Missouri) and the operating agreement of Camelot
and any amendment thereto (the "Camelot Operating  Agreement"),  in each case as
in effect on the date hereof.  Camelot has all necessary  power and authority to
own,  operate and lease its  properties and to carry on its business as the same
is now being conducted,  and is duly qualified or licensed to do business and is
in good standing as foreign limited liability  company in every  jurisdiction in
which the conduct of its business or the ownership or leasing of its  properties
requires it to be so qualified  or  licensed,  except where the failure to be so
qualified  or  licensed,  individually  or in the  aggregate,  will  not  have a
material  adverse  effect  on the  business,  properties,  assets,  liabilities,
financial  condition  or  operations  of Camelot (a  "Camelot  Material  Adverse
Effect").

              Section 3.2 MEMBERS' INTEREST. All outstanding Member Interests in
Camelot are held by the Members.  Camelot does not have outstanding,  and is not
bound  by or  subject  to,  any  subscription,  option,  warrant,  call,  right,
contract,  commitment,  agreement,  understanding  or  arrangement  to issue any
additional Member Interests.

              Section 3.3 MEMBERS APPROVAL OF MERGER.  The Members have approved
this Agreement and the transactions contemplated hereby.


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<PAGE>
              Section  3.4   SUBSIDIARIES,   ETC.  Camelot  does  not  have  any
subsidiaries  and  holds no equity  interest  in any  corporation,  partnership,
limited liability company or other entity.

              Section 3.5 AUTHORITY  RELATIVE TO AND VALIDITY OF THIS AGREEMENT.
Camelot has full  corporate  power and  authority  to execute  and deliver  this
Agreement  and to assume  and  perform  all of its  obligations  hereunder.  The
execution  and  delivery of this  Agreement  by Camelot and the  performance  by
Camelot of its  obligations  thereunder  have been duly authorized by all of the
Members  and no further  authorization  on the part of Camelot or the Members is
necessary to authorize the execution, delivery and the performance by it of this
Agreement. There are no contractual, statutory or other restrictions of any kind
upon the power and  authority of Camelot to execute and deliver  this  Agreement
and to consummate the transactions  contemplated hereunder and no action, waiver
or consent by any federal,  state,  municipal or other governmental  department,
commission  or  agency  ("Governmental  Authority")  is  necessary  to make this
Agreement  valid and binding upon Camelot and the Members in accordance with the
terms hereof.  This  Agreement has been duly executed and delivered on behalf of
Camelot and  constitutes  the legal,  valid and binding  obligations  of Camelot
enforceable  against  Camelot in accordance  with its terms,  except (i) as such
enforceability  may  be  limited  by  or  subject  to  bankruptcy,   insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) as such obligations are subject to general principles of equity
and (iii) as rights to indemnity  may be limited by federal or state  securities
laws or by public policy.

              Section 3.6 REQUIRED  FILINGS AND CONSENTS;  NO CONFLICT.  Neither
Camelot nor any Member is required to submit any notice,  report or other filing
with any  Governmental  Authority in connection with the execution,  delivery or
performance of the this  Agreement,  other than the filing of the certificate of
merger  referred to in Section 8.7. The execution,  delivery and  performance of
the this  Agreement  by Camelot  and the  Members  and the  consummation  of the
transactions  contemplated  hereby  do not and  will  not (a)  conflict  with or
violate any law, regulation,  judgment,  order or decree binding upon Camelot or
any Member,  (b) conflict with or violate any provision of the Camelot  Articles
or the Camelot Operating Agreement or (c) conflict with or result in a breach of
any  condition or provision  of, or constitute a default (or an event which with
notice or lapse of time or both would become a default)  under, or result in the
creation or imposition of any lien, charge or encumbrance upon any properties or
assets of Camelot under, any indenture, loan agreement, mortgage, deed of trust,
lease,  contract,  license,  franchise or other agreement or instrument to which
Camelot  is a party or which is or  purports  to be binding  upon  Camelot or by
which any of  Camelot's  properties  are  bound.  The  execution,  delivery  and
performance of this Agreement

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<PAGE>
by Camelot and the consummation of the transactions contemplated hereby will not
result  in the  loss  of any  license,  franchise,  legal  privilege  or  permit
possessed  by  Camelot  or give a  right  of  termination  to any  party  to any
agreement  or other  instrument  to which  Camelot is a party or by which any of
Camelot's properties are bound.

              Section  3.7  FINANCIAL   STATEMENTS.   The  following  internally
prepared  financial  statements  have been  previously  delivered  to the Parent
(collectively the "Financial Statements"):

                   (i)  balance  sheet of  Camelot  as of March  31,  1997  (the
              "Balance Sheet").

                   (ii) statement of operations for the three month period ended
              March 31, 1997 (the "Statement of Operations").

              The Financial  Statements  thereto  fairly present in all material
respects the financial  condition and results of operations of Camelot as of the
date thereof  with respect to the Balance  Sheet and as to the period then ended
with respect to the Statement of Operations and have been prepared in accordance
with generally accepted accounting principles ("GAAP"),  except that a statement
of cash flows and all footnote  disclosure  otherwise required by GAAP have been
omitted.  Except as disclosed  on Schedule 3.7 hereto,  Camelot had at March 31,
1997  no  material  liability  or  obligation  of any  kind  or  manner,  either
liquidated,  unliquidated,  direct, accrued, absolute,  contingent or otherwise,
whether due or to become due which was not accurately reflected in the Financial
Statements.

              Section 3.8 ABSENCE OF CERTAIN CHANGES AND EVENTS. Since March 31,
1997,  except as set forth on  Schedule  3.8  hereto,  there has not been,  with
respect to Camelot,  (i) any change or event that has caused a Camelot  Material
Adverse Effect;  (ii) any material  damage,  destruction or loss (whether or not
covered  by  insurance)  with  respect to any  assets or  properties;  (iii) any
distribution in cash, stock or property in respect of Member Interests; (iv) any
entry  into  any  material   commitment  or  transaction   (including,   without
limitation, any borrowing or capital expenditure);  (v) any transfer, assignment
or sale of, or rights granted under, any material leases, licenses,  agreements,
patents, trademarks, trade names, copyrights or other assets; (vi) any mortgage,
pledge,  security  interest or imposition of any other encumbrance on any assets
or  properties;  (vii) any  payment of any  debts,  liabilities  or  obligations
("Liabilities")  of any kind other than  Liabilities  currently due;  (viii) any
cancellation  of any debts or claims or  forgiveness of amounts owed to Camelot;
or (ix) any change in accounting  principles  or methods.  Since March 31, 1997,
Camelot has conducted its business only in the ordinary  course  consistent with
it past practices and has not made any


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material change in the conduct of its business or operations except as otherwise
disclosed herein or in connection with the transactions contemplated hereby.

              Section  3.9  TAXES  AND TAX  RETURNS.  (a) For  purposes  of this
Agreement,  (i) the term "Taxes" shall mean all taxes, charges,  fees, levies or
other  assessments,  including,  without  limitation,  income,  gross  receipts,
excise,  property,  sales, license,  payroll and franchise taxes, imposed by the
United  States,  or any state,  local or foreign  government or  subdivision  or
agency thereof whether  computed on a unitary,  combined or any other basis; and
such term shall include any interest and penalties or additions to tax; and (ii)
the term  "Tax  Return"  shall  mean any  report,  return  or other  information
required to be filed with,  supplied to or otherwise  made available to a taxing
authority in connection with Taxes.

              (b)  Camelot  has (i)  duly  filed  with  the  appropriate  taxing
authorities  all Tax Returns  required to be filed by or with respect to Camelot
or such Tax  Returns  are  properly  on  extension  and all such duly  filed Tax
Returns are true, correct and complete in all material  respects,  and (ii) paid
in full or made adequate provisions for on the Balance Sheet (in accordance with
GAAP)  all  Taxes  shown to be due on such Tax  Returns.  There are no liens for
Taxes upon the assets of Camelot,  except for statutory  liens for current Taxes
not yet due and payable or which may  thereafter be paid without  penalty or are
being contested in good faith.  Camelot has not received any notice of audit, is
not to Camelot's  and the Members'  knowledge,  undergoing  any audit of its Tax
Returns,  and has not received any notice of deficiency  or assessment  from any
taxing  authority  with respect to  liability  for Taxes of Camelot that has not
been fully paid or finally settled.

              (c) Each of the  Members  has duly (i) filed with the  appropriate
taxing  authorities all Tax Returns required to be filed by them with respect to
Camelot,  or are properly on extension,  and all such duly filed Tax Returns are
true,  correct and  complete in all  material  respects and (ii) paid in full or
made  adequate  provision  for all  Taxes,  if any,  shown to be due on such Tax
Returns.

              (d)  Camelot  has filed  with the  Internal  Revenue  Service on a
timely basis all appropriate  election forms required for Camelot to elect to be
treated as an association taxable as a corporation.

              Section 3.10  EMPLOYEE  BENEFIT  PLANS.  (a) Schedule  3.10 hereto
comprises a listing of each bonus, benefit, profit sharing, savings, retirement,
liability, insurance, incentive, deferred compensation, and other similar fringe
or  employee  benefit  plans,  programs  or  arrangements  for the benefit of or
relating to, any employee of, or  independent  contractor or consultant  to, and
all

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other compensation practices,  policies, terms or conditions, whether written or
unwritten  of Camelot (the  "Camelot  Employee  Plans")  that Camelot  presently
maintains, to which Camelot presently contributes or under which Camelot has any
liability.  The  Camelot  Employee  Plans  administered  by  Camelot  have  been
administered  in all material  respects in accordance  with all  requirements of
applicable  law and  terms  of each  such  plan.  All  contributions  (including
premiums) in material  amounts  required by law or contract to have been made or
accrued by Camelot under or with respect to any Camelot  Employee Plan have been
paid  or  accrued  by  Camelot.   Camelot  has  not   received   notice  of  any
investigation,  litigation  or other  enforcement  action  against  Camelot with
respect to any of the  Camelot  Employee  Plans.  There are no pending  actions,
suits  or  claims  by  former  or  present   employees   of  Camelot  (or  their
beneficiaries)  with  respect  to  Camelot  Employee  Plans  or  the  assets  or
fiduciaries thereof (other than routine claims for benefits).

              (b) None of Camelot, any trustee, administrator or other fiduciary
has engaged in any transaction or acted in a manner that could, or failed to act
so as to,  subject  Camelot  or any  fiduciary  to any  liability  for breach of
fiduciary duty under ERISA or other applicable Law.

              Section  3.11 TITLE TO PROPERTY.  Camelot has good and  marketable
title,  or valid  leasehold  rights  (in the case of  leased  property),  to all
personal  property  owned or leased by it or used by it in the  operation of its
business,  free and clear of all  encumbrances,  excluding  (i) liens for taxes,
fees, levies,  imposts, duties or governmental charges of any kind which are not
yet delinquent or are being  contested in good faith by appropriate  proceedings
which suspend the collection  thereof;  (ii) liens for  mechanics,  materialmen,
laborers,  employees,  suppliers  or other which are not yet  delinquent  or are
being contested in good faith by appropriate proceedings; (iii) liens created in
the ordinary  course of business in connection  with the leasing or financing of
office,  computer and related equipment and supplies; (iv) easements and similar
encumbrances   ordinarily  created  for  fuller  utilization  and  enjoyment  of
property;  and (v) liens or defects in title or  leasehold  rights  that  either
individually  or in the  aggregate do not and will not have an Camelot  Material
Adverse Effect. Camelot owns no real property.

              Section 3.12  TRADEMARKS,  PATENTS AND  COPYRIGHTS.  Schedule 3.12
hereto sets forth all patents, trademarks,  copyrights,  service marks and trade
names, all applications  for any of the foregoing,  and all permits,  grants and
licenses  or other  rights  running to or from  Camelot  relating  to any of the
foregoing   ("Camelot  Rights").   There  are  no  other  patents,   trademarks,
copyrights,  service  marks or trade names which are material to the business of
Camelot  or any  Subsidiary  as  presently  conducted.  To  the  best  of  their
knowledge, Camelot has the right to use, free and


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clear of any claims or rights of others, all trade secrets, know-how, processes,
technology,  blue prints and designs  utilized in or incident to its business as
presently  conducted  ("Trade  Secrets")  and such use does not  infringe on any
patent,  trademark,  copyright,  service  mark or trade  name.  Camelot  has not
received notice of any adversely held patent, invention,  trademark,  copyright,
service  mark or trade  name of any  other  person or notice of any claim of any
other person  relating to any of the Camelot  Rights set forth on Schedule  3.12
hereto or any Trade Secret of Camelot and Camelot does not know of any basis for
any such charge or claim.  To the best of Camelot's and the Members'  knowledge,
there is no present or threatened use or encroachment of any Trade Secret.

              Section  3.13  LEGAL  PROCEEDINGS,  CLAIMS,  INVESTIGATIONS,  ETC.
Except  as set  forth  on  Schedule  3.13,  there is no  legal,  administrative,
arbitration or other action or proceeding or governmental investigation pending,
or to the knowledge of Camelot,  threatened,  against  Camelot.  Camelot has not
been  informed  of any  violation  of or default  under,  any laws,  ordinances,
regulations,  judgments,  injunctions,  orders  or  decrees  (including  without
limitation,  any immigration  laws or  regulations)  of any court,  governmental
department,  commission, agency, instrumentality or arbitrator applicable to the
business of Camelot.  Camelot is not currently subject to any material judgment,
order,  injunction or decree of any court,  arbitral  authority,  administrative
agency or other governmental authority.

              Section 3.14  INSURANCE.  Camelot has  insurance  policies in such
amounts as the management of Camelot has  reasonably  determined to be necessary
in regard to its respective business properties, personnel or assets. Camelot is
not in default with respect to any provision  contained in any insurance policy,
and has not failed to give any notice or present any claim  under any  insurance
policy in due and timely  fashion.  Any such policies  shall have been delivered
prior to the  Closing  to the  Parent  and are in full  force  and  effect.  All
payments  with respect to such policies are current and Camelot has received any
notice threatening a suspension, revocation, modification or cancellation of any
such policy.

              Section 3.15  MATERIAL  CONTRACTS.  (a) Set forth in Schedule 3.15
hereto is a description of each contract and commitment  (including contracts or
commitments pertaining to employment),  whether written or oral to which Camelot
is a party.  Each of the  contracts and  commitments  set forth in Schedule 3.15
hereto and each of the other material contracts and commitments to which Camelot
is a party,  is valid and existing,  in full force and effect and enforceable in
accordance  with its terms  (subject  to laws  affecting  creditors'  rights and
equitable  principles)  and there is no  material  default  or claim of  default
against Camelot or any notice of termination with respect thereto. To the extent
required thereby, Camelot has complied in all material respects


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with all  requirements  of, and performed  all of its  obligations  under,  such
contracts and commitments.  In addition,  no other party to any such contract or
commitment is, to the best of Camelot's knowledge, in default under or in breach
of any  material  term or  provision  thereof,  and there exists no condition or
event which,  after notice or lapse of time or both, would constitute a material
default  by any  party to any such  contract  or  commitment.  Copies of all the
written documents and a synopsis of all oral contracts and commitments described
in Schedule 3.15 hereto have  heretofore  been made  available to the Parent and
are true and complete and include all  amendments  and  supplements  thereto and
modifications thereof to and including the date hereof.

              (b) Except as set forth in Schedule 3.15 hereto,  Camelot is not a
party to any oral or  written  (i)  agreement  with  any  consultant,  executive
officer or other key employee the benefits of which are contingent, or the terms
of which  are  materially  altered,  upon  the  occurrence  of the  transactions
contemplated by this Agreement,  or (ii) agreement or plan,  including any stock
option plan and the like, any of the benefits of which will be increased, or the
vesting of the benefits of which will be  accelerated,  by the occurrence of the
transactions contemplated by this Agreement.

              Section 3.16 CERTAIN TRANSACTIONS. Except as set forth in Schedule
3.16 hereto,  neither any Member nor any officer or any employee of Camelot, nor
any member of any such  person's  immediate  family is  presently a party to any
material  agreement or transaction with Camelot,  including without  limitation,
any contract, agreement or other arrangement (i) providing for the furnishing of
services by, (ii) providing for the rental of real or personal property from, or
(iii)  otherwise  requiring  payments to (other than for services as officers or
employees of Camelot), any such person or any corporation, partnership, trust or
other  entity  in  which  any  such  person  has  a  substantial  interest  as a
stockholder, officer, director, trustee or partner.

              Section 3.17 BROKER.  No broker,  finder or  investment  banker is
entitled to any brokerage or finder's fee or other commission in connection with
the transactions  contemplated  hereby based on the  arrangements  made by or on
behalf of Camelot or the Members.

              Section 3.18 ENVIRONMENTAL MATTERS. (a) Camelot is not the subject
of, or to the  knowledge of Camelot or the Members,  being  threatened to be the
subject of (i) any enforcement proceeding, or (ii) any investigation, brought in
either  case  under  any  Federal,  state  or  local  environmental  law,  rule,
regulation,  or  ordinance  at any time in effect or (iii) any third party claim
relating  to  environmental  conditions  on or off the  properties  of  Camelot.
Camelot has not been  notified  that it must obtain any permits and  licenses or
file documents for the operation of its


                                       10
<PAGE>
business under federal, state and local laws relating to pollution protection of
the  environment.  Except as set forth in Schedule 3.18 hereto,  Camelot has not
been notified of any  conditions  on or off the  properties of Camelot which may
give  rise to any  liabilities  of  Camelot  under any  Federal,  state or local
environmental  law, rule,  regulation or ordinance or as the result of any claim
of any third  party.  For the purposes of this Section  3.18,  an  investigation
shall  include,  but is not limited to, any written  notice  received by Camelot
that relates to the onsite or offsite disposal,  release,  discharge or spill of
any waste, waste water, pollutant or contaminants.

              (b) To  Camelot's  knowledge,  there are no toxic  wastes or other
toxic or hazardous  substances or materials,  pollutants  or  contaminants  that
Camelot  (or,  to  Camelot's  knowledge,  any  previous  occupant  of  Camelot's
facilities) has used, stored or otherwise held in or on any of the facilities of
Camelot.  Camelot has not  disposed of or arranged  (by  contract,  agreement or
otherwise)  for the disposal of any material or substance  that was generated or
used by Camelot at any off-site  location that has been or is listed or proposed
for  inclusion on any list  promulgated  by any  Governmental  Authority for the
purpose of  identifying  sites which pose a danger to health and safety.  To the
knowledge of Camelot and the Members there have been no  environmental  studies,
reports and analyses  made or prepared  relating to the  facilities  of Camelot.
Camelot has not installed any underground storage tanks in any of its facilities
and,  to the  best  of  Camelot's  and  the  Members'  knowledge,  none  of such
facilities contain any underground storage tanks.

              Section  3.19  COMPLIANCE  WITH LAW.  Camelot has  complied in all
material respects with all laws, rules,  regulations,  arbitral  determinations,
orders,  writs,  decrees and injunctions which are applicable to or binding upon
Camelot or its properties,  except where such failure would not cause an Camelot
Material Adverse Effect.

              Section 3.20 FULL  DISCLOSURE.  All  schedules and annexes to this
Agreement  (collectively,  "Documents")  delivered by or on behalf of Camelot or
any Member  pursuant to this  Agreement  are true and  complete in all  material
respects  and are  authentic.  No  representation  or warranty of Camelot or the
Members contained in this Agreement,  and no Document  furnished by or on behalf
of Camelot or the Members to the Parent pursuant to this Agreement,  contains an
untrue  statement of a material  fact or omits to state a material fact required
to be stated therein or necessary to make the statements made, in the context in
which made, not materially false or misleading.  The Members have advised Parent
that Camelot is a new,  development  stage entity,  without current  substantial
business operations or revenues in respect of its business.



                                       11
<PAGE>

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

              Each Member hereby  represents  and warrants to the Parent and the
Acquisition Corp., as follows:

              Section 4.1 MEMBERS' INTERESTS. Such Member owns the percentage of
the  outstanding  Member  Interests of Camelot set forth opposite his name under
the column "Member Interests Held" on Schedule 1.7 hereto, free and clear of all
liens, claims or encumbrances.

              Section 4.2 AUTHORITY  RELATIVE TO AND VALIDITY OF THIS AGREEMENT.
This  Agreement  has  been  duly  executed  and  delivered  by such  Member  and
constitutes the legal, valid and binding  obligations of such Member enforceable
against  such  Member  in  accordance  with  its  terms,   except  (i)  as  such
enforceability  may  be  limited  by  or  subject  to  bankruptcy,   insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) as such obligations are subject to general principles of equity
and (iii) as rights to indemnity  may be limited by federal or state  securities
laws or by public  policy.  Neither the execution and delivery by this Agreement
nor the consummation of the transactions  contemplated  thereby will violate any
provision of law, any order of any court or other agency of  government,  or any
judgment, award or decree or any agreement or instrument to which such Member is
a party, or by which he or any of his properties or assets is bound or affected,
or  result  in a breach of or  constitute  (with due  notice or lapse of time or
both) a  default  under  any such  agreement  or  instrument,  or  result in the
creation  or  imposition  of any  lien,  charge  or  encumbrance  of any  nature
whatsoever upon any of the properties or assets of such Member.

              Section 4.3 BROKERS' OR FINDERS' FEES. All  negotiations  relative
to the this Agreement and the transactions contemplated hereby have been carried
out by such Member or the other Members  directly  with the Parent,  without the
intervention  of any person on behalf of the  Members,  in such manner as not to
give rise to any claim by any person against the Parent or Acquisition Corp. for
a finder's fee, brokerage commission or similar payment.

              Section 4.4 MEMBERS' ADDRESSES, ACCESS TO INFORMATION, EXPERIENCE,
ETC.

              (a)  The  address  set  forth  under  such  Member's  name  on the
signature  pages of this  Agreement is such Member's true and correct  business,
residence or domicile  address.  Such Member has received,  read and is familiar
with the  Parent's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 1996 (the "1996 10-KSB"). Such Member has had an opportunity to ask
questions of


                                       12
<PAGE>

and receive answers from  representatives of the Parent concerning the terms and
conditions  of this  transaction.  Such Member has received  such  documentation
relating to Parent's business,  results of operations and financial condition as
such Member has deemed  necessary.  Such Member has  substantial  experience  in
evaluating  non-liquid  investments  such  as the  Merger  Consideration  and is
capable of evaluating the merits and risks of an investment in the Parent.

              (b) Such Member  acknowledges  that he has had an  opportunity  to
evaluate  all  information  regarding  the Parent as he has deemed  necessary or
desirable in connection  with the  transactions  contemplated by this Agreement,
has independently evaluated the transactions  contemplated by this Agreement and
has reached his own decision to enter into this Agreement.

              Section  4.5  ACCREDITED  INVESTOR;   PURCHASE  ENTIRELY  FOR  OWN
ACCOUNT.  Such  Member  is  an  "accredited  investor"  within  the  meaning  of
Regulation  D  promulgated  under the  Securities  Act of 1933,  as amended (the
"Securities  Act").  The Merger  Consideration  to be  received  by such  Member
pursuant to the terms hereof will be acquired for  investment  for such Member's
own  account,  not as a nominee  or agent,  and not with a view to the resale or
distribution of any part thereof. Such Member has no present plan or arrangement
to dispose of the Merger Consideration in any manner.

              Section 4.6 RESTRICTED  SECURITIES.  Such Member  understands that
the  Merger  Consideration  he is  receiving  is  characterized  as  "restricted
securities"  under the federal  securities  laws inasmuch as such securities are
being acquired in a transaction  not involving a public  offering and that under
such laws and  applicable  regulations  such  securities  may be resold  without
registration under the Securities Act only in certain limited circumstances.  In
this  regard,  Such  Member  represents  that  he  is  familiar  with  Rule  144
promulgated  under the Securities Act ("Rule 144"), as presently in effect,  and
understands the resale limitations imposed thereby and by the Securities Act.

              Section  4.7  LEGENDS.  It is  understood  that  the  certificates
evidencing  the shares of Parent Common  constituting  the Merger  Consideration
shall bear a legend substantially as follows:

              "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
              REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
              "ACT")  AND  MAY  NOT  BE  TRANSFERRED  UNTIL  (I) A  REGISTRATION
              STATEMENT  UNDER THE ACT SHALL HAVE BECOME  EFFECTIVE  WITH REGARD
              THERETO OR (II) IN THE OPINION OF COUNSEL REASONABLY  SATISFACTORY
              TO THE CORPORATION TO THE EFFECT THAT  REGISTRATION  UNDER THE ACT
              IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."


                                       13
<PAGE>
              The legend  referred  to above shall be removed by the Parent from
any  certificate  at such time as the  Parent  receives  an  opinion  of counsel
reasonably  satisfactory  to the  Parent to the effect  that such  legend is not
required in order to establish  compliance with any provisions of the Securities
Act, or at such time as the holder of such shares  satisfies the requirements of
Rule 144 under the Securities Act.

                                    ARTICLE V

                        REPRESENTATIONS AND WARRANTIES OF
                        THE PARENT AND ACQUISITION CORP.

              The Parent and Acquisition  Corp.  hereby represent and warrant to
Camelot and the Members as follows:

              Section 5.1 CORPORATE ORGANIZATION; REQUISITE AUTHORITY TO CONDUCT
BUSINESS;  ARTICLES  OF  INCORPORATION  AND  BY-LAWS.  Each  of the  Parent  and
Acquisition Corp. is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Delaware. Each of Parent and Acquisition
Corp. have provided  Camelot with true and complete  copies of their  respective
certificate of  incorporation  (certified by the Secretary of State of Delaware)
and By-laws  (certified by the Secretary of the Parent) as in effect on the date
hereof.  Parent and Acquisition  Corp. have all corporate power and authority to
own,  operate  and  lease  their  properties  and to carry  on their  respective
businesses  as the same are now  being  conducted,  and are  duly  qualified  or
licensed to do business  and are in good  standing  as foreign  corporations  in
every  jurisdiction  in which the conduct of their  business or the ownership or
leasing of their  respective  properties  requires  them to be so  qualified  or
licensed, except where the failure to be so qualified or licensed,  individually
or in the  aggregate,  will not have a material  adverse effect on the business,
properties,  financial  condition or operations of Parent and Acquisition Corp.,
taken as a whole (a "Sheffield Material Adverse Effect"). Each of the Parent and
Acquisition Corp. has all necessary  corporate power and authority to enter into
this  Agreement,  to perform its  obligations  hereunder and to  consummate  the
transactions contemplated hereby.

              Section 5.2 EXECUTION AND DELIVERY. Neither Parent nor Acquisition
Corp.  are  required  to submit  any  notice,  report or other  filing  with any
Governmental Authority in connection with the execution, delivery or performance
of this  Agreement,  other than the filing of the certificate of merger referred
to in Section 7.7.  This  Agreement has been duly executed and delivered by each
of the Parent and Acquisition Corp. and constitutes the legal, valid and binding
obligations of Parent and Acquisition Corp.  enforceable  against the Parent and
Acquisition   Corp.   in  accordance   with  its  terms,   except  (i)  as  such
enforceability  may be  limited by or  subject  to any  bankruptcy,  insolvency,
reorganization, moratorium


                                       14
<PAGE>


or other  similar  laws  affecting  creditors'  rights  generally,  (ii) as such
obligations  are subject to general  principles of equity and (iii) as rights to
indemnity  may be  limited  by  federal  or state  securities  laws or by public
policy.

              Section 5.3  CAPITALIZATION.  The authorized  capital stock of the
Parent consists of (i) 30,000,000  shares of Common Stock,  of which  11,388,274
shares were issued and  outstanding  as of the date of this  Agreement  and (ii)
3,000,000  shares of preferred  stock, par value $.01 per share, of which 35,700
shares of Series A Cumulative  Convertible Redeemable Preferred Stock are issued
and outstanding as of the date of this Agreement.

              Section 5.4 SEC REPORT; ABSENCE OF MATERIAL ADVERSE EFFECT. Parent
has made available to Camelot and the Members copies of the 1996 10-KSB as filed
with the Securities  and Exchange  Commission  (the "SEC").  As of its date, the
1996 10-KSB (including without limitation, any financial statements or schedules
included  therein)  did not  contain  any untrue  statement  of a material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Each of the consolidated  financial  statements included in the SEC
Reports  has been  prepared  from,  and are in  accordance  with,  the books and
records  of  the  Parent,  comply  in  all  material  respects  with  applicable
accounting  requirements and with the published rules and regulations of the SEC
with respect  thereto,  have been prepared in accordance  with GAAP applied on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto)  and fairly  present in all material  respects the  consolidated
financial  condition,  results of operations  and cash flows of the Parent as of
the dates thereof and for the periods presented therein.  Parent had at December
31, 1996 no  material  liability  or  obligation  of any kind or manner,  either
liquidated,  unliquidated,  direct, accrued, absolute,  contingent or otherwise,
whether  due or to become  due which was not  accurately  reflected  in the 1996
10-KSB.

              Section  5.5 BROKER.  No broker,  finder or  investment  banker is
entitled to any brokerage or finder's fee or other commission in connection with
the transactions  contemplated  hereby based upon the arrangements made by or on
behalf of the Parent or Acquisition Corp.

              Section 5.6 AUTHORITY  RELATIVE TO THIS AGREEMENT.  Each of Parent
and  Acquisition  Corp.  has full  corporate  power and authority to execute and
deliver  this  Agreement  and to  assume  and  perform  all  of its  obligations
hereunder.  The execution and delivery of the this  Agreement by each the Parent
and Acquisition  Corp. and the  performance by Parent and  Acquisition  Corp. of
their  respective  obligations  hereunder  have  been duly  authorized  by their
respective  Boards of  Directors  and no  further  authorization  on the part of
Parent or Acquisition Corp. or their shareholders is


                                       15
<PAGE>
necessary  to  authorize  the  execution  and  delivery  by  them  of,  and  the
performance of their respective obligations under, this Agreement.

              Section 5.7 REQUIRED  FILINGS AND CONSENTS;  NO CONFLICT.  Neither
Parent nor Acquisition  Corp. is required to submit any notice,  report or other
filing  with any  Governmental  Authority  in  connection  with  the  execution,
delivery  or  performance  of  this  Agreement.  The  execution,   delivery  and
performance  of  this  Agreement  by  Acquisition   Corp.  and  Parent  and  the
consummation  of the  transactions  contemplated  hereby do not and will not (a)
conflict with or violate any law, regulation,  judgment, order or decree binding
upon Acquisition Corp. or Parent,  (b) conflict with or violate any provision of
their  certificates of incorporation or by-laws,  or (c) conflict with or result
in a breach of any  condition  or provision  of, or  constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or result in the creation or imposition of any lien, charge or encumbrance upon,
any  properties  or  assets  of  Parent or  Acquisition  Corp.  pursuant  to any
indenture,  loan agreement,  mortgage, deed of trust, lease, contract,  license,
franchise or other agreement or instrument to which Parent or Acquisition  Corp.
is a party or which is or  purports  to be binding  upon  Parent or  Acquisition
Corp. or by which either of their  properties  are bound,  except for conflicts,
breaches,  defaults,  events of  default  or  impositions  that would not have a
Sheffield Material Adverse Effect.

              Section  5.8  ABSENCE OF CERTAIN  CHANGES  AND  EVENTS.  Except as
disclosed in the 1996 10-KSB,  since December 31, 1996, there has not been, with
respect to the  Parent,  (i) any  change or event  that has  caused a  Sheffield
Material Adverse Effect, (ii) any material damage,  destruction or loss (whether
or not covered by  insurance)  with respect to any assets or properties or (iii)
any change in accounting  principles or methods (except insofar as may have been
required  by a change in GAAP).  Except as  disclosed  in the 1996  10-KSB or in
Schedule 5.8 or as contemplated  by this Agreement,  Parent has not incurred any
material  liability or entered into any  material  commitment  other than in the
ordinary course of the Company's business consistent with past practice.

              Section  5.9 TITLE TO  PROPERTY.  Parent  has good and  marketable
title or valid  leasehold  rights (in the case of leased  property)  to all real
property and all personal property purported to be owned or leased by it or used
by it in the operation of its business.

              Section 5.10 LEGAL PROCEEDINGS, CLAIMS, INVESTIGATIONS, ETC. There
is no  legal,  administrative,  arbitration  or other  action or  proceeding  or
governmental  investigation pending, or to the knowledge of Parent,  threatened,
against Parent.


                                       16
<PAGE>
              Section  5.11  COMPLIANCE  WITH LAW.  Parent has  complied  in all
material respects with all laws, rules,  regulations,  arbitral  determinations,
orders,  writs,  decrees and injunctions which are applicable to or binding upon
Parent or its properties,  except where such failure would not cause a Sheffield
Material Adverse Effect.

              Section 5.12 TAXES AND TAX RETURNS. Parent has (i) duly filed with
the appropriate  taxing  authorities all Tax Returns  required to be filed by or
with  respect to Parent or such Tax Returns are  properly on  extension  and all
such duly filed Tax Returns  are true,  correct  and  complete  in all  material
respects,  and (ii) paid in full or made adequate provisions for all Taxes shown
to be due on such Tax  Returns.  There are no liens for Taxes upon the assets of
Parent,  except for statutory liens for current Taxes not yet due and payable or
which may  thereafter  be paid  without  penalty or are being  contested in good
faith.  Parent  has  not  received  any  notice  of  audit,  is not to  Parent's
knowledge,  undergoing  any audit of its Tax  Returns,  and has not received any
notice of  deficiency or assessment  from any taxing  authority  with respect to
liability for Taxes of Parent that has not been fully paid or finally settled.

                                   ARTICLE VI

                COVENANTS OF CAMELOT, PARENT, ACQUISITIONS CORP.
                                 AND THE MEMBERS

              Section 6.1 COVENANTS OF CAMELOT AND THE MEMBERS REGARDING CONDUCT
OF BUSINESS OPERATIONS PENDING THE CLOSING. Camelot and the Members covenant and
agree that between the date of this Agreement and the Closing Date, Camelot will
carry on its business in the ordinary  course and consistent  with past practice
and (i) will use its best efforts to preserve its business  organization intact,
(ii) will use its best efforts to retain the services of its present  employees,
(iii) will not enter into any  material  commitments  for  services or otherwise
without  the prior  written  notification  to, and  written  approval  of,  such
contemplated  action by the Parent and (iv) will not  purchase,  sell,  lease or
dispose of any material  property or assets or incur any  material  liability or
enter into any other material transaction without prior written notification to,
and receipt of written approval of, such  contemplated  action by the Parent. By
way of example and not limitation,  (except as contemplated hereunder),  between
the date of this Agreement and the Closing Date,  Camelot shall not, directly or
indirectly,  do any of the following  without the prior  written  consent of the
Parent:

              (i) issue,  sell,  pledge,  dispose of,  encumber,  authorize,  or
         propose  the  issuance,  sale,  pledge,  disposition,   encumbrance  or
         authorization of any Member Interests in Camelot;


                                       17
<PAGE>
              (ii) take any action other than in the ordinary course of business
         and in a manner  consistent  with past practice  (none of which actions
         shall be  unreasonable  or  unusual)  with  respect to the grant of any
         severance or termination  pay (otherwise  than pursuant to its policies
         in  effect on the date  hereof)  or with  respect  to any  increase  of
         benefits  payable  under its severance or  termination  pay policies in
         effect on the date hereof;

              (iii) make any payments (except in the ordinary course of business
         and in amounts and in a manner consistent with past practice) under any
         Camelot  Employee  Plan  to any  employee,  independent  contractor  or
         consultant,  enter  into  any  new  Camelot  Employee  Plan  or any new
         consulting  agreement  or grant or  establish  any  awards  under  such
         Camelot Employee Plan or agreement,  or adopt or otherwise amend any of
         the foregoing;

              (iv) take any action except in the ordinary course of business and
         in a manner  consistent with past practice (none of which actions shall
         be  unreasonable  or unusual)  with respect to  accounting  policies or
         procedures (including without limitation its procedures with respect to
         the payment of accounts payable);

              (v) enter into or terminate any material  contract or agreement or
         make  any  material  change  in  any  of  its  material   contracts  or
         agreements, other than agreements, if any, relating to the transactions
         contemplated hereby; or

              (vi) take,  or agree in writing or otherwise  to take,  any of the
         foregoing  actions  or  any  action  which  would  make  any  of  their
         respective  representations  or warranties  contained in this Agreement
         untrue or incorrect in any material respect as of the date when made or
         as of a future date.

              Section  6.2  COVENANTS  OF PARENT  REGARDING  CONDUCT OF BUSINESS
OPERATIONS  PENDING THE CLOSING.  Parent  covenants  and agrees that between the
date of this Agreement and the Closing Date, Parent will carry on its respective
businesses in the ordinary course and consistent with past practice and (i) will
use its best efforts to preserve its business organization intact, (ii) will use
its best efforts to retain the services of its present employees, (iii) will not
enter into any material  commitments  for services or otherwise  without  giving
prior  written  notification  of such  contemplated  action to  Camelot  and the
Members  and (iv) will not  purchase,  sell,  lease or dispose  of any  material
property  or assets  or incur any  material  liability  or enter  into any other
material  transaction  without  prior  written  notification  of such  action to
Camelot and the Members.

                                       18
<PAGE>

              Section 6.3 NO OTHER  NEGOTIATIONS.  Camelot and the Members agree
that they will not,  prior to the  termination of this  Agreement,  (i) take any
action intended to encourage  discussions or  negotiations,  (ii) participate in
discussions or negotiations or (iii) provide any information, access to books or
records  to or with any person or entity  other than the Parent and  Acquisition
Corp.  relating  to a merger of  Camelot,  the sale of Camelot  or the  Members'
employment.

              Section  6.4  REGULATORY  APPROVALS.  Camelot,  the  Members,  and
Acquisition  Corp.  covenant  and  agree to fully  cooperate  in  obtaining  any
Required Filings and Consents.

              Section  6.5 DUE  DILIGENCE  REVIEW.  (a)  Camelot and the Members
shall,  upon  reasonable  notice,  give access to, and cooperate fully with, the
attorneys,  auditors,  representatives and agents of the Parent to conduct a due
diligence  review  of  the  business   activities  of  Camelot,   including  all
appropriate  management  matters,  all  appropriate  financial,  accounting  and
business  records  and  all  contracts  and  other  legal  documents  reasonably
requested by the Parent.

              (b) The Parent shall, upon reasonable notice,  give access to, and
cooperate  fully with, the attorneys,  auditors,  representatives  and agents of
Camelot to conduct a due  diligence  review of the  business  activities  of the
Parent, including all appropriate management matters, all appropriate financial,
accounting  and  business   records  and  all  contracts  and  legal  documents,
including,  but not limited to, all financial information,  reasonably requested
by Camelot.

              Section  6.6  ANNOUNCEMENTS.  None of  Camelot,  any Member or the
Parent  shall issue any report,  statement or press  release to the public,  the
trade  or the  press  or any  third  party  relating  to this  Agreement  or the
transactions  contemplated hereby, except as agreed to in writing by Camelot and
the Parent before the issuance thereof; PROVIDED,  HOWEVER, that Parent may make
any  disclosure  relating to this  Agreement  or the  transactions  contemplated
hereby that Parent  deems  necessary to comply with its  disclosure  obligations
under applicable law (including securities laws).

              Section 6.7 PARENT PROXY FILING.  Parent will use its best efforts
to mail to its stockholders a proxy statement in respect of an annual meeting of
its stockholders containing, among other items, the matters referred to in (i) -
(iv) of Section 7.9 on or before June 6, 1997.

              Section 6.8  DELIVERY OF MERGER  CONSIDERATION.  On the earlier to
occur of (i) the  listing of the Parent  Common  Stock  constituting  the Merger
Consideration  for sale on the American Stock Exchange or (ii) 30 days after the
Closing Date, the Parent will issue and contribute to the capital of Acquisition
Corp. a


                                       19
<PAGE>
number of shares of Parent  Common Stock equal to the Merger  Consideration  and
Acquisition  Corp.  shall  deliver  the Merger  Consideration  to the Members by
delivery to each Member of certificate(s)  representing the numbers of shares of
Parent Common Stock as set forth opposite such Member's name in Schedule 1.7.

              Section 6.9  ADDITIONAL  COVENANTS OF CAMELOT,  THE  MEMBERS,  THE
PARENT  AND  ACQUISITION  CORP.  Each  of  Camelot,  the  Members,   Parent  and
Acquisition Corp. covenant and agree:

              (a) BEST EFFORTS.  To proceed  diligently and use its best efforts
to take or  cause  to be  taken  all  actions  and to do or cause to be done all
things   necessary,   proper  and  advisable  to  consummate  the   transactions
contemplated by this Agreement.

              (b)  COMPLIANCE.  To  comply  in all  material  respects  with all
applicable  rules and  regulations of any  Governmental  Authority in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  and  the
transactions  contemplated  hereby; to use all reasonable efforts to obtain in a
timely  manner all  necessary  waivers,  consents and  approvals and to take, or
cause to be taken,  all other actions and to do, or cause to be done,  all other
things  necessary,  proper or  advisable  to  consummate  and make  effective as
promptly as practicable the transactions contemplated by this Agreement.

              (c) NOTICE. To give prompt notice to the other party or parties of
(i) the  occurrence,  or  failure to occur,  of any event  whose  occurrence  or
failure  to  occur,  would be likely to cause  any  representation  or  warranty
contained in this Agreement to be untrue or incorrect in any material respect at
any time from the date hereof to the Closing Date and (ii) any material  failure
on its part,  or on the part of any of its  officers,  directors,  employees  or
agents,  to comply with or satisfy any  covenant,  condition  or agreement to be
complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery
of any such notice  shall not limit or otherwise  affect the remedies  available
hereunder to the party receiving such notice.

              (d)  CONFIDENTIALITY.  To hold in strict  confidence  all data and
information  obtained from the other party hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate  of any such party  (unless such
information  is  or  becomes  publicly   available  without  the  fault  of  any
representative  of such  party,  or public  disclosure  of such  information  is
required by law in the  opinion of counsel to such party) and shall  insure that
such  representatives  do not disclose  information  to others without the prior
written  consent of the other party hereto,  and in the event of the termination
of this  Agreement,  to cause  its  representatives  to  return  promptly  every
document  furnished  by the  other  party  hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate of any such party in  connection
with the


                                       20
<PAGE>
transactions  contemplated  hereby  and any copies  thereof  which may have been
made, other than documents which are publicly available.

                                   ARTICLE VII

                     CONDITIONS PRECEDENT TO OBLIGATIONS OF
                             CAMELOT AND THE MEMBERS

              The  obligations  of Camelot and the Members under this  Agreement
are subject to the satisfaction,  on or prior to the Closing Date, unless waived
by them in writing, of each of the following conditions:

              Section   7.1    REPRESENTATIONS    AND   WARRANTIES   TRUE.   The
representations and warranties of the Parent and Acquisition Corp.  contained in
this Agreement shall be true and correct in all material respects as of the date
when made and at and as of the Closing  Date,  with the same force and effect as
if made on and as of the Closing  Date,  and the Members  shall have  received a
certificate  to that  effect  and as to the  matters  set forth in  Section  7.2
hereof, dated the Closing Date, from the Chairman of the Parent.

              Section 7.2 PERFORMANCE OF COVENANTS. Parent and Acquisition Corp.
shall have performed or complied in all material  respects with all  agreements,
conditions and covenants  required by this Agreement to be performed or complied
with by it on or before the Closing Date.

              Section 7.3 NO PROCEEDINGS. No preliminary or permanent injunction
or other order (including a temporary  restraining order) of any state,  federal
or local court or other governmental agency or of any foreign jurisdiction which
prohibits the  consummation  of the  transactions  which are the subject of this
Agreement shall have been issued or entered and remain in effect.

              Section 7.4 CONSENTS AND APPROVALS.  All filings and registrations
with, and notifications to, all federal,  state,  local and foreign  authorities
required for  consummation  of the  transactions  contemplated by this Agreement
shall have been made,  and all  consents,  approvals and  authorizations  of all
federal, state, local and foreign authorities and parties to material contracts,
licenses,   agreements  or  instruments   required  for   consummation   of  the
transactions   contemplated  by  this  Agreement  (the  "Required   Filings  and
Consents") shall have been received and shall be in full force and effect.

              Section 7.5  RESIGNATIONS  FROM PARENT'S  BOARD.  Messrs.  Alphin,
Laurent,  Sohn and Zeldin shall have resigned as directors of the Parent and the
Members shall have received copies of their resignation letters.



                                       21
<PAGE>

              Section 7.6 ELECTION TO PARENT BOARD. Loren G. Peterson shall have
been elected a Director of Parent.

              Section 7.7 MERGER  CERTIFICATE FILED. The Parent shall have filed
a  certificate  of merger in  accordance  with the  General  Corporation  Law of
Delaware effecting the merger of Camelot with and into Acquisition Corp.

              Section 7.8 OPINION OF PARENT'S  COUNSEL.  Camelot and the Members
shall have  received  the opinion of Olshan  Grundman  Frome &  Rosenzweig  LLP,
counsel to the Parent, dated as of the Closing Date in substantially the form of
Exhibit A hereto.

              Section 7.9 PROXIES.  Preparation of proxy materials substantially
ready for filing with the SEC promptly after the Closing providing for:

              (i) the election of Douglas R. Eger,  Thomas  Fitzgerald and Loren
G.  Peterson as directors  of Parent and the  election of such other  persons as
directors of Parent as may be approved by Members (it being understood that John
M. Bailey and Digby W. Barrios have been so approved by Members);

              (ii) an increase of the number of shares of Common Stock available
for issuance  under the 1993 Stock Option Plan to at least  2,500,000  shares of
Common Stock;

              (iii) the change in Parent's name to  "Sheffield  Pharmaceuticals,
Inc." or such other name as may be reasonably acceptable to Members; and

              (iv) a  description  of the  employment  agreements  entered  into
between Parent and each of the Members reasonably acceptable to the Members.

              Section 7.10 EMPLOYMENT AGREEMENT.  Each of the Members shall have
executed  an  employment  agreement  with  the  Parent  in  form  and  substance
satisfactory to each such Member (collectively the "Employment Agreements").

              Section 7.11 MATERIAL CHANGES.  Since the date hereof, there shall
not  have  been any  material  change  in the  business,  operations,  financial
condition, assets or liabilities of Parent.

                                  ARTICLE VIII

                     CONDITIONS PRECEDENT TO OBLIGATIONS OF
                        THE PARENT AND ACQUISITION CORP.

              The  obligations of the Parent and  Acquisition  Corp.  under this
Agreement are subject to the satisfaction, on or prior to the


                                       22
<PAGE>
Closing Date, unless waived in writing, of each of the following conditions:

              Section   8.1    REPRESENTATION    AND   WARRANTIES    TRUE.   The
representations  and  warranties  of Camelot and the Members  contained  in this
Agreement shall be true and correct in all material respects as of the date when
made and at and as of the  Closing  Date,  with the same  force and effect as if
made on and as of the  Closing  Date,  and the  Parent  shall  have  received  a
certificate  to that  effect  and as to the  matters  set forth in  Section  8.2
hereof, dated the Closing Date, from Camelot and the Members.

              Section  8.2  PERFORMANCE  OF  COVENANTS.  Camelot and the Members
shall have performed or complied in all material  respects with all  agreements,
conditions and covenants  required by this Agreement to be performed or complied
with by them on or before the Closing Date.

              Section 8.3 NO PROCEEDINGS. No preliminary or permanent injunction
or  other  order,   whether  pending  or  threatened,   (including  a  temporary
restraining  order) of any state,  federal or local court or other  governmental
agency or of any foreign  jurisdiction  which prohibits the  consummation of the
transactions  which are the subject of this  Agreement or prohibits the Parent's
operation of Camelot's  business shall have been issued or entered and remain in
effect.

              Section 8.4  CONSENTS  AND  APPROVALS.  All  Required  Filings and
Consents  shall have been received and shall be in full force and effect and the
Board of Directors of Parent shall have approved the  transactions  contemplated
by this Agreement.

              Section 8.5  RESIGNATIONS  FROM PARENT'S  BOARD.  Messrs.  Alphin,
Laurent,  Sohn and Zeldin shall have resigned as directors of the Parent and the
Members shall have received copies of their resignation letters.

              Section 8.6 EMPLOYMENT AGREEMENT.  The Employment Agreements shall
have been executed by the parties thereto in form and substance  satisfactory to
Parent.

              Section 8.7 OPINION OF  CAMELOT'S  AND THE MEMBERS'  COUNSEL.  The
Parent shall have  received the opinion of  Greensfelder,  Hemker & Gale,  P.C.,
counsel to  Camelot  and the  Members,  in  substantially  the form of Exhibit B
hereto.

              Section 8.8 MATERIAL CHANGES.  Since the date hereof,  there shall
not have been any material adverse change in the business, operations, financial
condition, assets or liabilities, of Camelot.

                                       23
<PAGE>
                                   ARTICLE IX

                                 INDEMNIFICATION

              Section 9.1 INDEMNIFICATION BY CAMELOT AND THE MEMBERS. Subject to
the limitations  set forth below,  Camelot and the Members jointly and severally
agree to indemnify,  defend and hold the Parent,  Acquisition  Corp. and each of
their respective directors, officers, employees,  affiliates and agents harmless
from and  against  any and all  loss,  liability,  damage,  costs  and  expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(collectively,  "Losses") that Parent,  Acquisition  Corp. or such other persons
may incur or become  subject to arising out of or due to any  inaccuracy  of any
representation  or the  breach of any  warranty  or  covenant  of Camelot or any
Member contained in this Agreement.  Subject to the limitations set forth below,
Camelot and the Members  jointly and  severally  agree to reimburse  the Parent,
Acquisition  Corp.  and such other  persons for any legal or any other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss,  claim,  liability,  action or  proceeding.  The  liabilities of each
member pursuant to the Section 9.1 shall be limited to $100,000 per Member.

              Section 9.2  INDEMNIFICATION  BY THE PARENT AND ACQUISITION  CORP.
Parent and Acquisition  Corp.  jointly and severally agree to indemnify,  defend
and hold the  Camelot and the Members  and their  affiliates  harmless  from and
against any and all Losses that Camelot,  the Members and their  affiliates  may
incur or  become  subject  to  arising  out of or due to any  inaccuracy  of any
representation  or  the  breach  of  any  warranty  or  covenant  of  Parent  or
Acquisition  Corp.  contained in this Agreement.  Parent and  Acquisition  Corp.
jointly  and  severally  agree to  reimburse  Camelot,  the  Members  and  their
affiliates  for any  legal  or other  expenses  reasonably  incurred  by them in
connection  with  investigating  or defending any such loss,  claim,  liability,
action or proceeding.

              Section  9.3  SURVIVAL.   The   representations,   warranties  and
covenants of Camelot, the Members, the Parent and Acquisition Corp. set forth in
this Agreement  shall survive the Closing for a period of one (1) year after the
Closing Date.

              Section  9.4  THIRD  PARTY  CLAIMS.  In  order  for a  party  (the
"indemnified  party") to be entitled to any  indemnification  provided for under
this  Agreement in respect of, arising out of, or involving a claim or demand or
written notice made by any third party against the  indemnified  party (a "Third
Party  Claim") after the Closing Date,  such  indemnified  party must notify the
indemnifying  party (the  "indemnifying  party")  in writing of the Third  Party
Claim within 30 business days after receipt by such indemnified party of written
notice of the Third Party Claim;  provided  that the failure of any  indemnified
party to give  timely  notice  shall not  affect  his  right of  indemnification
hereunder


                                       24
<PAGE>
except to the extent the  indemnifying  party has actually  been  prejudiced  or
damaged  thereby.  If a Third Party Claim is made against an indemnified  party,
the  indemnifying  party  shall be  entitled,  if it so  chooses,  to assume the
defense thereof with counsel selected by the  indemnifying  party (which counsel
shall  be  reasonably   satisfactory  to  the  indemnified  party),  unless  the
indemnified  party  reasonably  concludes  that the assumption of control by the
indemnifying  party  creates  a risk  of a  significant  adverse  effect  on the
indemnified  party's business  operations,  in which case the indemnifying party
shall not be entitled  to assume the  defense  thereof and shall be freed of any
responsibility for indemnification thereunder. If the indemnifying party assumes
the defense of a Third Party Claim, the indemnified  party will cooperate in all
reasonable respects with the indemnifying party in connection with such defense,
and shall have the right to participate in such defense with counsel selected by
it. The fees and disbursements of such counsel, however, shall be at the expense
of the indemnified party; PROVIDED, HOWEVER, that in the case of any Third Party
Claim of which the  indemnifying  party has not  employed  counsel to assume the
defense,  the fees and  disbursements of such counsel shall be at the expense of
the indemnifying party.

                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

              Section 10.1 TERMINATION. This Agreement may be terminated and the
transactions  contemplated by this Agreement  abandoned at any time prior to the
Closing (unless otherwise specified) as follows:

              (a) by mutual  written  consent  duly  executed by all the parties
hereto;

              (b) by Parent or Acquisition  Corp. (i) if any  representation  or
warranty of Camelot or the Members set forth in this  Agreement  shall be untrue
when made or shall  have  become  untrue  such that any  condition  set forth in
Article VIII would not be satisfied as of the Closing Date or (ii) upon a breach
of any  covenant or  agreement  on the part of Camelot or any of the Members set
forth in this  Agreement such that any condition set forth in Article VIII would
not be satisfied as of the Closing Date;

              (c) by Camelot (i) if any representation or warranty of the Parent
or Acquisition  Corp.  set forth in this Agreement  shall be untrue when made or
shall have become  untrue such that any condition set forth in Article VII would
not be satisfied as of the Closing Date or (ii) upon a breach of any covenant or
agreement  on the part of the  Parent  or  Acquisition  Corp.  set forth in this
Agreement  such  that any  condition  set  forth in  Article  VII  would  not be
satisfied as of the Closing Date;


                                       25
<PAGE>

              (d) by either  Camelot or the Parent if the Closing does not occur
on or before June 6, 1997.

              Section  10.2  EFFECT  OF   TERMINATION.   In  the  event  of  any
termination of this Agreement in accordance  with Section 10.1(a) or (d) hereof,
this Agreement shall forthwith become void,  except as provided in Section 10.3,
and there shall be no  liability  under this  Agreement on the part of any party
hereto or their respective affiliates,  officers, directors, employees or agents
by virtue of such termination.

              Section 10.3 AMENDMENT.  This Agreement may be amended only by the
written agreement of Camelot, the Members, the Parent and Acquisition Corp.

                                   ARTICLE XI

                                  MISCELLANEOUS

              Section 11.1 EXPENSES. Each of the parties hereto shall bear their
own expenses in connection with this Agreement and the transactions contemplated
hereby regardless of the failure to consummate transactions contemplated hereby;
provided,  however,  that Parent shall reimburse  Camelot for all  out-of-pocket
travel and lodging costs individually incurred by the Members in connection with
the negotiation of the transactions  contemplated hereby,  regardless of whether
such transactions are consummated.  Such costs shall be paid within fifteen days
of submission to Parent or appropriate evidence of the incurrence of such costs.

              Section 11.2  NOTICES.  All notices,  requests,  demands and other
communications  which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered personally
or by facsimile transmission, in either case with receipt acknowledged, or three
days after being sent by registered or certified mail, return receipt requested,
postage prepaid:

              (a) If the Parent or Acquisition Corp. to:

                  Sheffield Medical Technologies Inc.
                  30 Rockefeller Plaza
                  Suite 4515
                  New York, NY  10112
                  Attention:  Chief Financial Officer

                  with a copy to:

                  Olshan Grundman Frome & Rosenzweig LLP
                  505 Park Avenue
                  New York, New York 10022
                  Attention:  Daniel J. Gallagher, Esq.


                                       26
<PAGE>
              (b) If to any of the Members, to their respective addresses listed
              on the signature pages hereto.

              (c) If to Camelot to:

                  Camelot Pharmacal, L.L.C.
                  11960 Westline Industrial Drive
                  Suite 180
                  St. Louis, Missouri  63146

                  Attention:  Loren G. Peterson

                  with a copy to:

                  Greensfelder, Hember & Gale, P.C.
                  2000 Equitable Building
                  10 South Broadway
                  St. Louis, Missouri 63102
                  Attn:  M. Spencer Garland, Esq.


or to such other address as any party shall have  specified by notice in writing
to the other in compliance with this Section 11.2.

              Section 11.3 ENTIRE  AGREEMENT.  This  Agreement  constitutes  the
entire  agreement  among the parties  hereto with respect to the subject  matter
hereof.

              Section 11.4 BINDING EFFECT, BENEFITS, ASSIGNMENTS. This Agreement
shall inure to the benefit of and be binding  upon the parties  hereto and their
respective  successors  and  assigns;  nothing in this  Agreement,  expressed or
implied,  is  intended  to confer on any other  person,  other than the  parties
hereto  or their  respective  successors  and  assigns,  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.  This Agreement
may not be assigned by any party hereto without the prior written consent of the
other parties hereto.

              Section  11.5   APPLICABLE  LAW.  This  Agreement  and  the  legal
relations  between the parties  hereto  shall be  governed by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law.

              Section 11.6 HEADINGS. The headings and captions in this Agreement
are  included  for  purposes  of  convenience  only and  shall  not  affect  the
construction or interpretation of any of its provisions.

              Section  11.7   ARBITRATION.   Any  disputes  arising  under  this
Agreement  shall be submitted to and determined by arbitration in New York City,
New York; provided, however, that such


                                       27
<PAGE>



arbitration shall be held in St. Louis, Missouri in the event that the Company's
principal  executive  offices have been relocated to St. Louis,  Missouri.  Such
arbitration  shall be  conducted  in  accordance  with the rules of the American
Arbitration  Association.  Any award or  decision  of the  arbitration  shall be
conclusive  in the absence of fraud and  judgment  thereon may be entered in any
court having jurisdiction  thereof.  The costs of such arbitration shall be paid
by the non-prevailing party to the extent directed by the arbitrator(s).

              Section  11.8   COUNTERPARTS.   This  Agreement  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

THIS AGREEMENT CONTAINS BINDING ARBITRATION  PROVISIONS WHICH MAY BE ENFORCED BY
THE PARTIES.


                                       28
<PAGE>
              IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this
Agreement as of the day and year hereinabove first set forth.

                            CAMELOT PHARMACAL, L.L.C.


                            By: /s/ Loren G. Peterson
                                --------------------------------
                                Loren G. Peterson, as authorized
                                Member

                            SHEFFIELD MEDICAL TECHNOLOGIES INC.


                            By: /s/ George Lombardi
                                --------------------------------
                                George Lombardi, Vice President
                                and Chief Financial Officer


                            CP PHARMACEUTICALS, INC.


                            By: /s/ George Lombardi
                                --------------------------------
                                George Lombardi, Vice President
                                and Chief Financial Officer


/s/ LOREN G. PETERSON
------------------------
LOREN G. PETERSON

Address:

1776 Stifel Lane Drive
Town & Country, MO 63017



/s/ CARL F. SIEKMANN
------------------------
CARL F. SIEKMANN

Address:

15915 Wetherburn Road
Chesterfield, MO 63017


/s/ DAVID A. BYRON
------------------------
DAVID A. BYRON

Address:

17674 Lasiandra Drive
Chesterfield, MO 63005


                                       29
<PAGE>
                                  Schedule 1.7
                                  ------------





                                                  
                             % of Members'        Parent Common Stock to be
Name of Member               Interest Held               Received
--------------               -------------        -------------------------

Loren Peterson                 331/3%                      200,000

Carl F. Siekmann               331/3%                      200,000

David A. Byron                 331/3%                      200,000



<PAGE>

                                  Schedule 3.7
                                  ------------

                              Financial Statements
                              --------------------


              Camelot  and its  Members  have  incurred  legal and other fees in
connection with the Merger, including, without limitation, fees in regard to the
negotiation  of this  Agreement,  the  Employment  Agreements  and stock options
issued  in  connection  therewith,  the  payment  for  which  shall  become  the
obligations of Acquisition Corp. and Parent.

<PAGE>

                                  Schedule 3.8
                                  ------------

                           Absence of Certain Changes
                           --------------------------


                                      NONE

<PAGE>



                                 Schedule 3.10
                                 -------------

                             Employee Benefit Plans
                             ----------------------


Insurance                                   Policy/Member Number         Term
---------                                   --------------------         ----



United HealthCare One                       Individual coverage         No term
Choice Plan C                               for Sally Reiter
77 West Port Plaza                          51001-498884307
Suite 500
St. Louis, MO 63146-3100
(314)523-1380
Rate:  $171.29/month



United Dental Care of                       Individual coverage         One year
Missouri, Inc.                              for Sally Reiter
12400 Olive Blvd                            SS####-##-####
Suite 310
St. Louis, MO 63141
Rate:  $135/year


<PAGE>
                                  Schedule 3.12
                                  -------------

                       Trademarks, Patents and Copyrights
                       ----------------------------------


                                      NONE
<PAGE>
                                  Schedule 3.13
                                  -------------

                 Legal Proceedings, Claims, Investigations, etc.
                 -----------------------------------------------


                                      NONE
<PAGE>
                                  SCHEDULE 3.15

                               MATERIAL CONTRACTS


                  Camelot has entered  into two (2) letter  agreements  granting
rights of first  refusal  with  respect to certain  pharmaceutical  products  as
follows:

               1.   Letter  Agreement  dated March 24, 1997 with Entropin,  Inc.
                    regarding  investigation  and potential  development  of its
                    Esterom product.

               2.   Letter  Agreement  dated  February 17, 1997,  as extended on
                    April 8, 1997,  with Barbeau  Technologies,  Inc.  regarding
                    investigation  and  development  of a  proprietary  form  of
                    metroprolol for migraine  prophylaxis and a proprietary form
                    of valproic acid for treatment of certain  phases of bipolar
                    disorder.
<PAGE>
                                  SCHEDULE 3.16

                              CERTAIN TRANSACTIONS


                                      NONE
<PAGE>
                                  SCEDULE 3.18

                              ENVIRONMENTAL MATTERS


                                      NONE

<PAGE>
                                  Schedule 5.8
                                  ------------

                      Absence Of Certain Changes And Events
                      -------------------------------------


              In March 1997  Parent  exercised  its option and  entered  into an
exclusive  supply  and  license  agreement  with  an  affiliate  of  Siemens  AG
("Siemens")  for  the  world-wide  rights  to  Siemens'  multi-dose  inhaler,  a
hand-held portable pulmonary delivery system.