BCAM INTERNATIONAL INC. MASTHEAD MANAGEMENT INC. 100 Richmond Street East Suite 435 TORONTO, Ontario M5C 2P9 Attention: Norman B. Wright, President Dear Sir, CONSULTING AGREEMENT AND TERMS OF ENGAGEMENT The purpose of this letter is to set out the...Bcam International Inc • August 13th, 1997 • Services-engineering services
FIRST ADDENDUM TO STOCK PURCHASE AGREEMENT AGREEMENT, made as of the 19th day of September, 1997, by and among BCAM INTERNATIONAL, INC., a New York corporation with its principal place of business at 1800 Walt Whitman Road, Melville, New York 11746...Stock Purchase Agreement • October 1st, 1997 • Bcam International Inc • Services-engineering services
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT SECOND AMENDMENT dated as of October 23, 1998 (the "Second Amendment") to the NOTE PURCHASE AGREEMENT (the "Agreement") dated as of September 19, 1997, as amended by the First Amendment to the Note Purchase...Note Purchase Agreement • November 6th, 1998 • Bcam International Inc • Footwear, (no rubber) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of July 22, 1997 by and among BCAM INTERNATIONAL, INC., a New York corporation ("Company"), Corporate Capital Management ("Investment Banker") and the...Registration Rights Agreement • September 4th, 1997 • Bcam International Inc • Services-engineering services • New York
PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT (this "Agreement"), entered into as of this 23rd day of October, 1998, by and between IMPLEO, LLC, a Delaware limited liability company (the "Buyer"), and BCAM INTERNATIONAL, INC., a New York...Purchase and Sale Agreement • November 6th, 1998 • Bcam International Inc • Footwear, (no rubber) • New York
EMPLOYMENT AGREEMENT AGREEMENT dated as of September 19, 1997 by and between DREW SHOE CORPORATION, an Ohio corporation with principal offices at 252 Quarry Road, Lancaster, Ohio 43130 (hereinafter the "Company") and Frank Shyjka, residing at 112...Employment Agreement • October 31st, 1997 • Bcam International Inc • Services-engineering services • Ohio
STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT, dated as of April 14, 1998, between WEXFORD MANAGEMENT LLC, a Connecticut limited liability company, as agent for the Noteholders (the "Agent") and BCAM International, Inc., a New York corporation (the...Stock Pledge Agreement • May 6th, 1998 • Bcam International Inc • Services-engineering services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of January 1, 1997, by and between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), with offices at 1800 Walt Whitman Road, Melville, New York 11747 and ROBERT P. WONG (the...Employment Agreement • August 13th, 1997 • Bcam International Inc • Services-engineering services • New York
EXHIBIT C FORM OF WARRANT AGREEMENT WARRANT AGREEMENT AND FORM OF WARRANT WARRANT AGREEMENT (the "Agreement"), dated as of September 19, 1997, between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), _________. WHEREAS, _________ has...Warrant Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of January 1, 1997, by and between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), with offices at 1800 Walt Whitman Road, Melville, New York 11747 and MICHAEL STRAUSS...Employment Agreement • August 13th, 1997 • Bcam International Inc • Services-engineering services • New York
EXHIBIT A FORM OF NOTE BCAM INTERNATIONAL, INC. 10%/13% CONVERTIBLE SUBORDINATED NOTEBcam International Inc • October 29th, 1997 • Services-engineering services
This Note is issued pursuant to a Note Purchase Agreement dated as of September 19, 1997 between the Company and the Purchasers (as defined therein) (the "Agreement") and is entitled to the benefits thereof.
Second Amendment To Development And License AgreementLetter of Agreement • April 14th, 1997 • Bcam International Inc • Services-engineering services
EMPLOYMENT AGREEMENT AGREEMENT dated as of September 19, 1997 by and between DREW SHOE CORPORATION, an Ohio corporation with principal offices at 252 Quarry Road, Lancaster, Ohio 43130 (hereinafter the "Company") and Charles Schuyler, residing at 129...Employment Agreement • October 31st, 1997 • Bcam International Inc • Services-engineering services • Ohio
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 8th, 1999 • Bcam International Inc • Footwear, (no rubber)
CONSULTING AGREEMENT This Agreement is made this 15 day of May, 1997, by and between Imin Kao, with a principal place of business at 17 Botany Lane, Stony Brook, NY 11790, and BCAM International, Inc., a New York corporation with its principal office...Consulting Agreement • September 4th, 1997 • Bcam International Inc • Services-engineering services • New York
ARTICLE I INTERPRETATIONFunds Escrow Agreement • May 6th, 1998 • Bcam International Inc • Services-engineering services • New York
EXHIBIT 10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24, 1998Subscription Agreement • January 11th, 1999 • Bcam International Inc • Footwear, (no rubber)
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS...Bcam International Inc • May 6th, 1998 • Services-engineering services
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 1998 • Bcam International Inc • Footwear, (no rubber) • Ohio
AGREEMENT AND PLAN OF MERGER among BCAM INTERNATIONAL, INC., LUNGCHECK HEALTH, INC. and LUNGCHECK, INC. Dated as of September 15, 1999Agreement and Plan of Merger • October 8th, 1999 • Bcam International Inc • Footwear, (no rubber) • New York
SUBSCRIPTION AGREEMENT You (the "Subscriber" or "Purchaser" or "Holder") hereby agree to purchase, and BCAM International, Inc., a New York corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, the number of shares of the...Subscription Agreement • May 6th, 1998 • Bcam International Inc • Services-engineering services • New York
STOCK PURCHASE AGREEMENT BY AND AMONG BCAM INTERNATIONAL, INC. CHARLES SCHUYLER AND FRANK SHYJKA TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE OF SHARES. . . . . . . . . . . . . . . . . . . 1 1.1 Purchase and Sale of Sellers Shares. . . . . . . . . ....Stock Purchase Agreement • April 14th, 1997 • Bcam International Inc • Services-engineering services • Ohio
EXHIBIT D FORM OF REGISTRATION AGREEMENT REGISTRATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of September 19, 1997, between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), and the parties signatory...Form of Registration Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • New York
FORM OF SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT This Subordination Agreement (the "Agreement") is entered into as of September ___, 1997, by and between _________________, and BANK ONE, NATIONAL ASSOCIATION. FOR VALUABLE CONSIDERATION, the...Subordination Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • Ohio
STOCK PURCHASE AND RESTRUCTURING AGREEMENT STOCK PURCHASE AND RESTRUCTURING AGREEMENT (this "Agreement"), entered into as of this 23rd day of October, 1998, by and between IMPLEO, LLC, a Delaware limited liability company (the "Buyer" or "Impleo"),...Stock Purchase and Restructuring Agreement • November 6th, 1998 • Bcam International Inc • Footwear, (no rubber) • New York
SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT, dated as of October __, 1998 (this "Agreement"), is entered into by and among DREW SHOE CORPORATION, an Ohio corporation (the "Company"), BCAM INTERNATIONAL, INC., a New York corporation ("BCAM"),...Shareholders' Agreement • November 6th, 1998 • Bcam International Inc • Footwear, (no rubber) • New York
Exhibit Index Exhibit Description Page No. 10.46 Letter Agreement between the Company E-1 and McCord Winn Textron, Inc. 27.00 Financial Data Schedule E-2 Exhibit 10.46Bcam International Inc • March 29th, 1996 • Services-engineering services
October 4, 1996 Mr. Richard Cooper Chairman of the Board - Chief Executive Officer Stan Altschuler President - Chief Operating Officer Strategic Growth International, Inc. 111 Great Neck Road Suite 606 Great Neck, NY 11021 Dear Rich & Stan: This...Terms of Agreement • September 4th, 1997 • Bcam International Inc • Services-engineering services
SECURITY AGREEMENT SECURITY AGREEMENT, dated as of April 14, 1998, made by BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), BCA SERVICES, INC., a New York corporation ("BCA"), and BCAM TECHNOLOGIES, INC., a Delaware corporation ("BT"...Security Agreement • May 6th, 1998 • Bcam International Inc • Services-engineering services • New York
CONTRACTContract • September 4th, 1997 • Bcam International Inc • Services-engineering services
GUARANTOR: BCAM International, Inc. BORROWER: Drew Shoe Corporation ADDRESS: 1800 Walt Whitman Road ADDRESS: 252 Quarry Road Melville, NY 11747 Lancaster, Ohio 43130 -------------------------------------------------------------------- ------------Bcam International Inc • October 29th, 1997 • Services-engineering services • Ohio
For the purpose of inducing Bank One, National Association (hereinafter referred to as "Bank") to lend money or extend credit to Drew Shoe Corporation (hereinafter referred to as "Borrower"), the undersigned (hereinafter referred to as "Guarantor") hereby unconditionally guarantees the prompt and full payment to Bank when due, whether by acceleration or otherwise, of all Obligations of any kind for which Borrower is now or may hereafter become liable to Bank in any manner.
December 2, 1996 Michael Strauss Chairman, CEO BCAM International, Inc. 1800 Walt Whitman Road Melville, NY 11747 Dear Mike: I. The purpose of this letter is to set forth the terms of our agreement (the "Agreement") with respect to the compensation...Bcam International Inc • April 14th, 1997 • Services-engineering services
BETWEENLoan and Security Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • Ohio
October 16, 1998Bcam International Inc • November 6th, 1998 • Footwear, (no rubber)
