-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHOcy1TLL6g6LZidLGUuWeUiEDNQ+8xz5cTqhMJ+6KoJqcltgQyLWuyC4Z7Ieza3 IiFL/Hkgb5vpM99F4vIg5Q== 0000856143-97-000015.txt : 19970814 0000856143-97-000015.hdr.sgml : 19970814 ACCESSION NUMBER: 0000856143-97-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-10420 FILM NUMBER: 97658642 BUSINESS ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167523550 MAIL ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: BIOMECHANICS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 10QSB 1 10QSB FOR THE QUARTER ENDED JUNE 30, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 -------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from _________ to ___________ Commission file number 0-18109 ------- BCAM INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) New York 13-3228375 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1800 Walt Whitman Road, Melville, New York 11747 - ------------------------------------------------ (Address of principal executive offices) (516) 752-3550 --------------------------- (Issuer's telephone number) Not applicable ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No ___ State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 15,954,733 ---------- Transitional Small Business Disclosure Format (check one): Yes ____ No X FORM 10-QSB BCAM INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Condensed Consolidated Balance Sheet--June 30, 1997 (Unaudited)................3 Condensed Consolidated Statements of Operations - Three Months and Six Months ended June 30, 1997 and 1996 (Unaudited).....................4 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 1997 and 1996 (Unaudited)..........................................5 Notes to Condensed Consolidated Financial Statements - June 30, 1997 (Unaudited).................................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................................8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.....................................11 SIGNATURES....................................................................12 INDEX OF EXHIBITS.............................................................13 2
BCAM INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) JUNE 30, 1997 Current assets: Cash and cash equivalents $ 240,964 Accounts receivable, less allowance for doubtful accounts of $11,245 73,796 Inventory 26,158 Prepaid expenses and other current assets 719,725 ------------------ Total current assets 1,060,643 Property, plant, and equipment, at cost: Furniture and fixtures 220,318 Equipment 586,421 Leasehold improvements 50,519 ------------------ 857,258 Less accumulated depreciation and amortization (695,725) ------------------ 161,533 Other assets, principally patents and capitalized software (net of accumulated amortization of $103,600) 337,190 ------------------ Total assets $ 1,559,366 ================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 203,715 Accrued expenses and other current liabilities 190,343 ------------------ Total current liabilities 394,058 Other liabilities 4,289 Commitments and contingencies - Acquisition preferred stock, par value $.01 per share: Authorized 750,000 shares, no shares issued or outstanding - Common shareholders' equity: Common stock, par value $.01 per share; authorized 40,000,000 shares, 16,717,915 shares issued and 15,954,733 shares outstanding 167,179 Paid-in surplus 16,002,908 Deficit (14,109,968) ------------------ 2,060,119 Less 763,182 treasury shares (899,100) ------------------ 1,161,019 ------------------ Total liabilities and shareholders' equity $ 1,559,366 ================== See accompanying notes
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BCAM INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ------------------------------------- --------------------------------- 1997 1996 1997 1996 --------------- ------------------ --------------- --------------- Net revenue $ 215,861 108,226 $ 287,232 $ 210,721 Costs and expenses: Direct costs of revenue 71,178 4,543 150,349 49,288 Selling, general and administrative 618,091 567,659 1,027,026 1,075,315 Research, development and engineering 22,368 19,333 30,477 46,560 --------------- ------------------ --------------- --------------- Total operating expenses 711,637 591,535 1,207,852 1,171,163 --------------- ------------------ --------------- --------------- Net loss from operations (495,776) (483,309) (920,620) (960,442) Interest income, net 5,339 16,722 11,942 41,534 --------------- ------------------ --------------- --------------- Net loss $ (490,437) $ (466,587) $ (908,678) $ (918,908) =============== ================== =============== =============== Net loss per share $ (0.03) $ (0.03) $ (0.06) $ (0.06) =============== ================== =============== =============== Weighted average number of common shares outstanding 15,954,733 14,859,211 15,682,634 14,858,222 =============== ================== =============== =============== See accompanying notes
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BCAM INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30 ------------------------------------------ 1997 1996 ------------------ ----------------- OPERATING ACTIVITIES Net loss $ (908,678) $ (918,908) Adjustments to reconcile net loss to net cash used in operating activities Depreciation 33,984 72,840 Amortization 12,837 - Accrued interest on held to maturity securities - 7,172 Changes in operating assets and liabilities: Accounts receivable (51,259) (21,850) Inventory (26,158) - Prepaid expenses and other current assets (386,248) 116,210 Other assets (121,492) (77,821) Accounts payable, accrued expenses and sundry liabilities 108,993 (139,033) Other liabilities - 4,707 ------------------ ----------------- Net cash (used in) operating activities (1,338,021) (956,683) ------------------ ----------------- INVESTING ACTIVITIES Loss from sale of equipment 3,331 - Proceeds from sale of equipment 3,000 - Purchase of equipment (8,060) - Proceeds from sale of held to maturity securities - 1,500,000 ------------------ ----------------- Net cash (used in) provided by investing activities (1,729) 1,500,000 ------------------ ----------------- FINANCING ACTIVITIES Net proceeds from short-term debt - 400,000 Net proceeds from sale of common stock 1,075,000 - Net proceeds from exercise of options - 18,440 Payment of stock registration and issuance costs (20,630) (59,219) ------------------ ----------------- Net cash provided by financing activities 1,054,370 359,221 ------------------ ----------------- (Decrease) increase in cash and cash equivalents (285,380) 902,538 Cash and cash equivalents at beginning of period 526,344 701,686 ================== ================= Cash and cash equivalents at end of period $ 240,964 $ 1,604,224 ================== ================= See accompanying notes
5 BCAM International, Inc. BCAM INTERNATIONAL, INC. ("THE COMPANY") NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1997 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 1996. 2. PER SHARE DATA Net loss per share has been computed on the basis of the weighted average number of common shares outstanding for each of the periods presented. Common stock equivalents have been excluded since their effect is antidilutive. 3. INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Statement No. 109, "Accounting for Income Taxes". The Company has not reflected a benefit for income taxes in the accompanying Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 1997 and the three months and six months ended June 30, 1996, since the future availability of net operating loss carryforwards have been offset in full by valuation allowances in accordance with FASB Statement No. 109. 4. PRIVATE PLACEMENT On January 15, 1997, the Company offered a minimum of 400,000 units, each consisting of one share of the Company's common stock and a non-redeemable Class AA warrant which entitled the holder to purchase one share of the Company's Common Stock at a price of $1.10 per share, until March 31, 1999. The proceeds were to be used for the advancement of various technologies as well as for working capital. The offering was completed on March 28, 1997, and the Company sold 1,075,000 units for $1,075,000. On May 14, 1997 the Company changed the conversion price of the Class AA warrants from $1.10 per share to $ .65 per share and extended the expiration date from March 31, 1999 to March 31, 2002. 6 5. STOCK PURCHASE AGREEMENT On March 19, 1997 the Company entered into an agreement with Drew Shoe Corporation ("Drew") to purchase all of the common stock of Drew for approximately $5,000,000. This commitment is contingent upon the Company obtaining the necessary financing to fund the purchase. The Company does not have any obligations under this agreement should management be unable to obtain this financing. 6. SUBSEQUENT EVENTS On July 24, 1997, the Company completed an offering of 150 shares of Redeemable Convertible Preferred Stock in BCA Services Inc.(a wholly owned subsidiary of BCAM International, Inc.), the proceeds of which were used for working capital purposes. The first tranche was in the amount of $500,000 and 50 Redeemable Convertible Preferred Stock Shares were issued. Two additional tranches of $500,000 each are available to the Company to draw down on, one up to sixty(60) days after the Company's registration statement is declared effective, and another one up to sixty(60) days after the second tranche is drawn down. On July 23, 1997, the Company reached an agreement with Drew to extend the deadline for the closing of the Drew Shoe Acquisition, as outlined in the Purchase Agreement, from March 28, 1997 to September 15, 1997, for $25,000 for each of the two partners, with the total of $50,000 to be credited to the purchase price at the closing. The Company is in process of arranging the funding for the acquisition of Drew and, in conjunction with this effort, the following has occurred: On July 8, 1997 (modified on August 11, 1997), the Company received a commitment from Coleman and Company to work to consummate a private placement offer for a minimum of $3.5 Million and a maximum of $5.0 Million in Convertible and Redeemable Acquisition Preferred Stock, the shares of which will be convertible into shares of the Company's Common Stock. In conjunction with this equity funding, the Company expects that a group, including its largest shareholder, will purchase $1.0M of additional Preferred Stock, under substantially the same terms and conditions as the Coleman offer, bringing the total of the expected funding to between $4.5M to $6.0M. The proceeds are expected to be used for the acquisition of Drew and other working capital needs. On June 18, 1997, the Company received a commitment letter from Coast Business Credit to provide up to $6.5M in asset-based financing under a revolving line of credit to be secured by substantially all of the assets of Drew and to be guaranteed by BCAM International. The proceeds are expected to be used for the acquisition of Drew and for operating capital for Drew. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- The June 30, 1997 Form 10-QSB represents the second quarterly report after the Form 10-KSB and Form 10-KSB/A for the year ended December 31, 1996. The 10-QSB should be read in conjunction with the aforementioned document, and represents a comparison between the quarter ended June 30, 1997 and the quarter ended June 30, 1996. RESULTS OF OPERATIONS Net revenue is recognized when products are shipped, or is based on the percentage of completion method as costs are incurred. No significant obligations remain outstanding and collection of the accounts receivable, in management's estimation, is deemed probable. Net revenue increased by $107,635, to $215,861, during the three months ended June 30, 1997, as compared to the same period in 1996. The increase was due to $47,828 of revenue from sales of the HumanCAD(R) division's MQPro(TM) software, which was launched in April 1997, an increase in Product Assessment and Redesign revenue of $39,535, and an increase of $22,500 in Intelligent Surface Technology ("IST") revenue. Net revenue increased by $76,511, to $287,232, during the six months ended June 30, 1997, as compared to the same period in 1996. The increase was primarily due to $54,876 of revenue from sales of MQPro(TM) software. Direct costs include salaries, product costs, equipment purchases for contracts, consulting fees and certain other costs. Gross profit may fluctuate from period to period. Factors influencing fluctuations include the nature and volume of services provided to individual customers which affect contract pricing, the Company's success in estimating contract costs (principally professional time), the timing of hiring new professionals, who may require training before gaining experience, efficiencies and meeting customer demands. Direct costs in total increased by $66,635, to $71,178, in the quarter ended June 30, 1997, and by $101,061, to $150,349, in the six months ended June 30, 1997, as compared to the same periods in 1996. The first six months of 1996 reflect lower direct costs because of a credit of $148,960, due to the elimination of a reserve no longer deemed necessary. Excluding this non-recurring item, direct costs were $18,575 lower in the three months ended June 30 and $47,899 lower in the six months ended June 30 than the comparable periods in 1996. 8 As a result of the above, gross profit, as set forth in the table below, increased by $41,000 for the quarter ended June 30, 1997, and decreased by $24,550 for the six months ended June 30, 1997, as compared to the comparable periods in 1996.
Three Months Ended June 30 Six Months Ended June 30 1997 1996 1997 1996 Net revenue $215,861 $108,226 $287,232 $210,721 Direct costs 71,178 4,543 150,349 49,288 ---------- ---------- --------- --------- Gross profit $144,683 $103,683 $136,883 $161,433 Gross profit % 67% 96% 48% 77%
Selling, general and administrative expenses increased by $50,432, to $618,091, for the three months ended June 30, 1997, and decreased by $48,289, to $1,027,026, for the six months ended June 30, 1997, as compared to the same periods in 1996. Included in these figures were $252,675 of costs in the six months ended June 30, 1997, of which $212,512 was incurred in the second quarter, in connection with the launch of the HumanCAD(R) division's MQPro(TM) software. Offsetting this was a reduction in expenses relating to the Company's Ergonomic Consulting Services business of $162,080 in the three months ended June 30 and $300,964 in the six months ended June 30, primarily in the areas of legal costs, salaries and benefits, consulting costs, reporting and exchange fees and insurance premiums. Research, development and engineering costs increased by $3,035 for the quarter ended June 30, 1997 and decreased by $16,083 for the six months ended June 30, 1997 from the same periods in 1996. Net interest income decreased by $11,383 for the three months ended June 30, 1997, and by $29,592 for the six months ended June 30, 1997, compared to the periods ended June 30, 1996. This was due to a decrease in assets available for investment. Net loss, as a result of the above, for the three months and six months ended June 30, 1997, was $490,437 and $908,678, respectively, as compared to a net loss of $466,587 and $918,908 for the comparable period in 1996. There was no tax benefit for the three months or six months ended June 30, 1997 and the three months or six months ended June 30, 1996. Losses which have increased the future availability of the net operating loss carryforward have been offset by valuation allowances. 9 LIQUIDITY AND CAPITAL RESOURCES Cash, cash equivalents and held-to-maturity securities were $240,964 as of June 30, 1997, compared to $526,344 as of December 31, 1996. Net cash used in operating activities, mainly to cover the net loss, was $1,338,021 for the six month period ended June 30, 1997. Financing activities, primarily the proceeds from a private placement completed on March 28, 1997 provided $1,054,370 in cash for the six month period ended June 30, 1997. Working capital was $666,585 as of June 30, 1997, compared to $597,293 as of December 31, 1996. The increase of $69,292 or 11.6% in working capital was primarily attributable to the proceeds from the private placement, reduced by the net loss incurred in the six months ended June 30, 1997. The Company expects that its working capital, together with revenue from operations, and the proceeds from future private placements, will be more than sufficient to meet any liquidity and capital requirements for the remainder of 1997. On March 19, 1997, the Company entered into an agreement with the owners of Drew Shoe Corporation ("Drew") whereby, the Company will purchase all of the Common Stock of Drew for approximately $5,000,000 subject to financing. Drew, of Lancaster Ohio, is a 125 year-old leading designer, manufacturer and distributor of medical footwear and orthotic products. Drew represents an opportunistic and synergistic vehicle for the Company to incorporate IST into medical footwear and orthotic products, for diabetics, arthritics, and the aging population. The Company has committed to spend $230,000 during the remainder of 1997 for the development of the Microvalve, which is a necessary component relating to certain applications of the IST. . PREPAID EXPENSES AND OTHER CURRENT ASSETs Prepaid Expenses and Other Current Assets were $719,725 compared with $333,477 on December 31, 1996. During the six month period the Company accelerated (1) its acquisition related activities and (2) its marketing activities related to the launching of MQPro on March 10, 1997. The impact of the launch related activities, including marketing and product packaging, occurred primarily in the second quarter of the Company's fiscal year. On March 28, 1997, the Company signed a Stock Purchase Agreement to acquire Drew Shoe. Spending associated with the acquisition is expected to be included in the balance sheet of the subsidiary and amortized, beginning the month after the acquisition is concluded. Should the acquisition not occur, expenses associated with the acquisition will be expensed in the third quarter of the current fiscal year. Expenses associated with the launching of MQPro are being amortized over the remainder of the current fiscal year. 10 PART II. OTHER INFORMATION ----------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (A) EXHIBITS. --------- 10.53 Employment Agreement dated January 1, 1997, between Michael Strauss and the Company 10.54 Employment Agreement dated January 1, 1997, between Robert Wong and the Company 10.55 Consulting Agreement dated April 7, 1997, between Masthead Management and the Company 27 Financial Data Schedule (B) REPORTS ON FORM 8-K ------------------- No reports were filed on Form 8-K during the six month period ended June 30, 1997. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BCAM INTERNATIONAL, INC. Dated: August 11, 1997 By: /s/ Michael Strauss --------------- -------------------- Michael Strauss Chairman of the Board of Directors Chief Executive Officer Dated: August 11, 1997 By: /s/ Robert P. Wong --------------- ------------------ Robert P. Wong Vice Chairman of the Board of Directors Chief Technology Officer Acting Chief Financial Officer 12 INDEX OF EXHIBITS ----------------- Exhibit No. Exhibit - ----------- ------- 10.53 Employment Agreement dated January 1, 1997, between Michael Strauss and the Company 10.54 Employment Agreement dated January 1, 1997, between Robert Wong and the Company 10.55 Consulting Agreement dated April 7, 1997, between Masthead Management and the Company 27 Financial Data Schedule 13 EX-10 2 EMPLOYMENT AGREEMENT WITH MICHAEL STRAUSS 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 (the "Executive"), residing at Seven Sherwood Gate, Oyster Bay Cove, New York 11771. WHEREAS, the Company wishes to continue the employment of the Executive as of January 1, 1997, upon the terms and conditions set forth in this Agreement; and WHEREAS, the Executive is willing to continue to serve in the employ of the Company as of January 1, 1997, upon the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements hereinafter set forth, the Company and the Executive agree as follows: 1. Employment and Duties. The Company hereby employs the Executive to render full-time exclusive services to the Company during the Term (as defined in Section 2 hereof) as President, Chief Executive Officer, Chief Operating Officer and Chairman of the Board of Directors of the Company. The Company agrees that the Executive shall have such power and authority as should reasonably be required to fulfill all duties in an efficient manner. The Company agrees that the Company's headquarters, where the Executive will be performing his duties, shall remain in Nassau or Suffolk Counties, within a twenty (20) mile radius of the Company's present headquarters. The Executive hereby accepts such employment and agrees to devote his full time, attention and best efforts exclusively to performing the duties described above. During the Term of this Agreement, the Company will use its best efforts to have the Executive elected to the Board of Directors of the Company and its subsidiaries, and elected Chairman of the Board of Directors. In the event the Executive is employed with the Company until December 31, 2000, the Company will discuss the possibility of a renewable employment agreement with terms (including base compensation) at least as favorable to the Executive as in effect on December 30, 1999. 2. Term. This Agreement shall become effective on January 1, 1997 (the "Effective Date"). The Executive will be employed by the Company for a period of three years commencing on the Effective Date and terminating on December 31, 1999, subject to the earlier termination at any time during the Executive's period of employment, as hereinafter provided (the "Term"). 3. Compensation. (a) The Company shall pay the Executive a salary for the services to be rendered by him pursuant to this Agreement at the annual rate of $200,000; provided, however, on or before July 1, 1997, the Company's Board of Directors will consider an increase in the annual rate by $25,000, such increase to be retroactive to January 1, 1997 (the Executive's annual rate of payment is herein called "Salary"). The Salary shall be payable in periodic installments commencing after the Effective Date in accordance with the Company's regular payroll practices as in effect from time to time. On January 1 of each year of the Term, beginning with January 1, 1998, the Salary shall automatically increase by an amount equal to the Salary then in effect multiplied by the increase in the Consumer Price Index (New York area) from January 1 of the prior year to January 1 of the then current year. (b) The Executive shall be entitled to receive a bonus, which amount for the period ending December 31, 1997 shall not exceed $100,000 nor be less than $25,000. The amount of the bonus for the years ending December 31, 1998 and December 31, 1999 shall be agreed to by the Executive and the Company by December 31, 1997, and be based upon mutually agreed to objectives for the Executive. (c) The provisions of Paragraphs 3(c)(i) and (ii) of the Executive's prior Employment Agreement, dated as of February 16, 1995, with respect to options are hereby confirmed, specifically: "(i) The Executive shall receive, in addition to his Salary, options to purchase at the fair market value on the date hereof [i.e., November 13, 1994] or on January 2, 1995, whichever is lower (mean of bid and ask), an aggregate of 300,000 shares of common stock of the Company which shall vest and become exercisable for 100,000 shares on January 2, 1996, for 100,000 shares on January 2, 1997, and for 50,000 shares on January 2, 1998 and 1999, respectively, to the extent available under the Company's 1989 Stock Option Plan (the "Plan") or if options are not available under the Plan, upon the terms and subject to the conditions which shall be similar to the Plan options. The Company will use its best efforts to seek shareholder approval of any options that require such approval. All options granted to the Executive under the Plan that are not vested on his date of termination shall be automatically cancelled. The options granted hereunder shall be incentive stock options to the extent they may qualify for such treatment. (ii) The Executive has also been granted options to purchase at the fair market value on February 16, 1995, an aggregate of 200,000 shares of common stock of the Company which shall vest and become exercisable 50,000 shares on February 16, 1996, 50,000 shares on February 16, 1997, 50,000 shares on February 16, 1998, and 50,000 shares on February 16, 1999 on terms and conditions similar to those issued under the Plan. The Company will use its best efforts to seek shareholder approval of any option that requires such approval. All options granted pursuant to an option plan that are not vested on termination of the Executive shall be automatically cancelled. The options granted hereunder shall be incentive stock options to the extent they may qualify for such treatment. All options described in (c)(1) and (ii) shall provide that if there is a change of control in the Company, all options shall vest and shall be exercisable immediately prior to the change of control." (d) The Executive shall receive, in addition to his Salary and any bonus, options to purchase at the fair market value on January 2, 1997, an aggregate of the greater of (i) 1,000,000 shares of common stock of the Company (such options called the "New Options"). The New Options shall vest and become exercisable 33 1/3% of such shares on January 2, 1997, 33 1/3% of such shares on January 2, 1998, and 33 1/3% of such shares on January 2, 1999, to the extent available under the Plan, or if options are not available under the Plan, upon the terms and subject to the conditions which shall be similar to the Plan options. The Company will use its best efforts to seek shareholder approval of any New Options that require such approval. All options (including New Options) granted to the Executive under the Plan that are not vested on his date of termination for Cause (defined herein) or upon the voluntary termination by the Executive of his employment hereunder under circumstances not set forth in Section 4(d), shall be automatically cancelled. The New Options granted hereunder shall be incentive stock options to the extent they may qualify for such treatment. (e) The Executive shall be entitled to participate in and receive the benefits under any pension plans or bonus plans of the Company or of any subsidiary (i.e., Drew Shoe), whichever is more beneficial to the Executive, and shall be included in, at no cost to Executive, the Company's health plan (including hospitalization, medical and major medical), life, prescription drug, accident and disability insurance plans or programs and any other employee benefit or fringe benefit plans, perquisites or arrangements which the Company makes available generally to other employees of the Company. (f) The Executive shall be entitled to an automobile allowance for the Term of this Agreement which shall be used for automobile expenses, including lease payments, insurance, fuel, maintenance, registration and taxes. (g) The Executive shall be entitled to five (5) weeks paid vacation each year which shall accrue pursuant to the Company's vacation policy. The Executive shall be entitled to carry two (2) weeks of unused vacation time to any subsequent year without being paid for such vacation time, provided, however, on termination by the Company pursuant to either Section 4(c) or 4(d) hereof, the Executive shall also be paid for all unused vacation time. (h) The Executive shall be entitled to reimbursement for all reasonable travel and other expenses incurred by the Executive in connection with his service under the Agreement. 4. Termination of Employment. (a) (1) The Executive's employment hereunder shall terminate automatically as of the date of his death of upon the Executive's becoming eligible for benefits under the Company's long term disability plan as in effect from time to time, or if no disability plan is in effect, upon the Executive becoming permanently disabled as defined in the first sentence of Internal Revenue Code Section 22(e)(3). In the event of death, the Executive's estate shall have one (1) year from the date of his death to exercise any outstanding and unexercised options. In the event the Executive is permanently disabled as defined herein, he or his designee will have one (1) year to exercise any outstanding and unexercised options. (2) Upon termination of the Executive's employment under circumstances described in Section 4(a)(1) above, the Company shall pay and provide to the Executive (or, in the event of his death, to his surviving spouse or such other beneficiary as the Executive may designate in writing, or if there is neither, to his estate): (i) his earned but unpaid Salary and bonus and accrued vacation pay as of the date of termination of his employment with the Company; (ii) the benefits, if any, to which he is entitled as a former employee under the Company's employee benefit plans and programs and compensation plans and programs in which he was a participant; and (iii) any reimbursements due to him under Section 3(h). (b) The Company may at any time at its option, immediately terminate the Executive's employment for "Cause" (as hereinafter defined). In the event of termination for Cause, the Executive shall receive the earned Salary and benefits (except he shall not receive any bonus earned but not yet paid) described in Sections 4(a)(2)(i), (ii) and (iii) and no other compensation. For purposes of this Agreement, the term Cause means (i) any conviction of the Executive of a felony under the laws of the United States or any state thereof; or (ii) gross or willful misconduct of the Executive in connection with the performance of his duties that has caused or is highly likely to cause severe harm to the Company; or (iii) intentional dishonesty by the Executive in the performance of his duties hereunder which has a material adverse effect on the Company. (c) The Company may terminate the Executive's employment in its sole discretion for any reason on not less than one-hundred eighty (180) days written notice to the Executive. (d) The Executive may terminate his employment under circumstances where the Company has committed, during a thirty (30) day period after written notice has been delivered to the Company, a continuing material breach of its obligations under this Agreement. (e) In the event (1) termination by the Company pursuant to Section 4(c), (2) termination by the Executive pursuant to Section 4(d) (which includes the failure of the Company to elect the Executive the Chairman of its Board of Directors), or (3) in the event the Company does not reach an agreement with Executive to extend his employment after January 1, 2000, the Executive shall receive (A) the Salary and benefits described in Sections 4(a) (2) (i), (ii) and (iii), (B) payment of his then Salary in monthly installments for a period of one (1) year after the date of termination, provided, however, so long as the Company is willing to enter into an extension/renewal of this Agreement for a period of at least three (3) years following January 1, 2000 on terms substantially similar to the terms of this Agreement in effect on December 30, 1999, the Company shall not be obligated to pay the Executive his salary for this additional one (1) year period if an agreement between the Company and the Executive is not achieved. (f) The Company and the Executive hereby stipulate that the damages which may be incurred by the Executive following any such termination of employment are not capable of accurate measurement as of the date first above written and that such liquidated damages set forth above constitute reasonable damages under the circumstances and the sole amounts due to the Executive, and do not require mitigation by the Executive or are subject to set-off or counterclaim by the Company. (g) In the event that a transaction or circumstance occurs or eventuates, which reasonably may be construed as effecting or constituting a clear and present probability of effecting a change in "control" of the Company, then the Executive may elect by written notice to the Company, to treat any such transaction or circumstance as a continuing material breach of this Agreement and terminate his employment with the Company. It is agreed that, in such event, Executive will suffer irreparable damage and harm which will be incapable or very difficult of accurate estimation. Accordingly, in lieu of amounts that the Executive would be entitled under Section 3 of this Agreement, the Company will pay to the Executive, within three (3) days of such event, an amount equal to 299% of such Executive's base salary, such amount to be determined as defined in Section 280G of the Internal Revenue Code. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise. 5. Covenants and Representations. (a) The Executive has not and unless authorized or instructed in writing by the Company, the Executive shall not, except as required in the conduct of the Company's business, disclose to others, or use, any of the Company's inventions or discoveries or its secret or confidential information, knowledge or data (oral, written, or in machine-readable form) which the Executive may have obtained or will obtain during the course of or in connection with the Executive's employment, including, without limitation, such inventions, discoveries, information, knowledge, know-how or data relating to machines, equipment, products, services, systems, software, research and/or development, designs, compositions, formulae, processes, manufacturing procedures or business methods, whether or not developed by the Executive, by others in the Company or obtained by the Company from third parties, and irrespective of whether or not such inventions, discoveries, information, knowledge, know-how or data have been identified by the Company as secret or confidential, unless and until, and then only to the extent that, such inventions, discoveries, information, knowledge, know-how or data become available to the public otherwise than by the Executive's act or omission. (b) During the course of his employment by the Company the Executive shall not, except as required in the conduct of the Company's business, disclose to others, or use, any of the information relating to present and prospective marketing, sales and advertising programs and agreements with representatives or prospective representatives of the Company, present or prospective sources of supply or any other business arrangements of the Company, including but not limited to, customers, customer lists, costs, prices and earnings, whether or not such information is developed by the Executive, by others in the Company or obtained by the Company from third parties and irrespective of whether or not such information has been identified by the Company as secret or confidential, unless and until, and than only to the extent that, such information becomes available to the public otherwise than by the Executive's act or omission. (c) (i) The Executive agrees to disclose immediately to the Company or any persons designated by it and to assign to the Company at its option, or its successors or assigns, all inventions made, discovered, conceived or first reduced to practice by the Executive, solely or jointly with others, at any time during the time while employed by the Company which inventions are made, discovered or conceived either in the course or such employment, or with the use of the Company's time, material, facilities or funds, or which relate to or are suggested by any subject matter with which the Executive's employment by the Company may bring the Executive into contact, or which relate to any investigations or obligations undertaken by the Company; and the Executive hereby grants and agrees to grant the right to the Company and its nominees to obtain, for its own benefit and in its own name (entirely at its expense) patents and patent applications including original, continuation, reissue, utility and design patents, and applications, patents of addition, confirmation patents, registration patents, petty patents, utility models, etc., and all other types of patents and the like, and all renewals and extensions of any of them for those inventions in any and all countries; and the Executive shall assist the Company without further charge during the period of the Executive's employment, through counsel designated by the Company to execute, acknowledge, and deliver all such further papers, including assignments, applications for Letters Patent (of the United States or of any foreign country), oaths, disclaimers or other instruments and to perform such further acts, including giving testimony or furnishing evidence in the prosecution or defense of appeals, interferences, suits and controversies relating to any of the aforesaid inventions, applications and patents as may be deemed necessary by the Company or its nominees to effectuate the vesting or perfecting in the Company or its nominees of all right, title and interest in and to said inventions, applications and patents. (ii) the Executive agrees to disclose immediately to the Company or any persons designated by it and to assign to the Company, at its option, or its successors or assigns, all works of authorship, including all writings, manuals, computer programs, software and hardware, written or created by the Executive solely or jointly with others, at anytime during the course of his employment by the Company, which works are made or conceived either in the course of such employment, or with the use of the Company's time, material, facilities or funds, or which relate to or are suggested by any subject matter with which the Executive's employment by the Company may bring the Executive into contract or which relate to any investigations or obligations undertaken by the Company; and the Executive hereby agrees that all such works are works made for hire, of which the Company is the author and the beneficiary of all rights and protections afforded by the law of copyright in any and all countries; and the Executive will assist the Company without further charge during the term of his employment, through counsel designated by the Company, to execute, acknowledge, and deliver all such further papers, including assignments, applications for copyright registration (in the United States or in any foreign country), oaths, disclaimers or other instruments, and to perform such further acts, including giving testimony or furnishing evidence in the prosecution or defense of appeals, interferences, suits and controversies relating to any of the aforesaid works, as may be deemed necessary by the Company or its nominees to effectuate the vesting or perfecting in the Company or its nominees of all rights and interest in and to said works and copies thereof, including the exclusive rights of copying and distribution. (d) As a matter of record, attached hereto as Exhibit A is a complete list and brief description of all inventions, patented or unpatented, which the Executive has made or conceived prior to his employment by the Company, and which shall be excluded the terms from this Agreement, and as Exhibit B, is a complete list and brief description of all works of authorship, patented or unpatented, which the Executive has made or conceived prior to his employment by the Company, which shall be excluded from the terms of this Agreement. The Executive covenants that such lists are complete and accurate. (e) (i) The Executive shall not during the "Non-Competition Period," determined as hereinafter provided, engage in, represent or be connected with, an officer, director, partner, employee, sales representative, proprietor, consultant, associate, agent, co-venturer, or otherwise, any business or activity competing with the business of the Company or its subsidiaries or affiliates or any part thereof as conducted by them prior to the termination of his employment in any geographic location where the Company conducts business at the time of the termination of the employment. The term "Non-Competition Period" as used herein means a period, immediately following the termination of the employment of the Executive hereunder, of (A) 6 months, or (B) a period shorter than 6 months if so designated by the Company by written notice given to the Executive at least 20 days before the end of such shorter period so designated by the Company. (ii) The prohibitions in Subsection (i) of Section (e) shall bind the Executive only so long as the Company pays him monthly, upon demand, a sum at least equal to one hundred (100%) percent of the Executive's monthly base pay at termination, as defined below, for each amount of such unemployment during the Non-Competition Period. The term "monthly base pay" means the Executive's monthly Salary, in all cases including bonus or other extra compensation or benefits, and is subject to regular deductions for taxes, social security payments, etc. If the Executive is being paid after his termination of employment pursuant to the provisions of Subsection (c) and (d) of Section 4, no payments are required to be made pursuant to this Subsection (ii) of Section (e) so long as the payments under subsections (c) and (d) of Section 4 are being made. (f) (i) During the time employed by the Company, and for six (6) months thereafter, the Executive shall not engage in business of the type conducted by the Company with or solicit business of the type conducted by the Company from any person, firm or entity which was a customer of the Company at any time within two (2) years preceding the termination of his employment, induce or attempt to induce any such customer of the Company to reduce its business with the Company, solicit or attempt to solicit any employees of the Company, to leave the employ of the Company or offer or cause to be offered employment to any person who was employed by the Company at any time during the two (2) years prior to the termination of his employment with the Company, while employed by the Company, and for six (6) months thereafter, the Executive shall also not engage in business of the type conducted by the Company with or solicit business of the type conducted by the Company from any prospective customer of the Company. (ii) All computer software, computer programs, source codes, object codes, magnetic tapes, printouts, samples, notes, records, reports, documents, customer lists, photographs, catalogs and other writings, whether copyrightable or not, relating to or dealing with the Company's business and plans, and those of others entrusted to the Company which are prepared or created by the Executive or which may come into his possession at any time during his employment, are the property of the Company, and upon termination of his employment, the Executive agrees to return all such computer software, computer programs, source codes, object codes, magnetic tapes, printouts, samples, notes, records, reports, documents, customer lists, photographs, catalogs and writings and all copies thereof to the Company. (g) If any of the rights or restrictions contained or provided for in this Agreement shall be deemed top be unenforceable by reason of the extent, duration or geographical scope, or other provisions hereof, or any other provisions of this Agreement, the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provisions and enforce this Agreement in its reduced form for all purposes in the manner contemplated hereby. (h) The Executive agrees to cooperate with the Company with respect to the Company obtaining life insurance on the life of the Executive with the Company named as the beneficiary or disability insurance with respect to Executive or both. 6. Indemnification and Attorneys' Fees. During the Term of his employment and thereafter, the Company shall indemnify, hold harmless and defend the Executive from all damages, claims, losses, and costs and expenses (including reasonable attorney's fees) arising out of, in connection with, or relating to all acts or omissions taken or not taken by him in good faith while performing services for the Company, and shall further reimburse the Executive for all expenses (including attorney's fees) incurred in enforcing the benefits of this Agreement. If and to the extent that the Company maintains, at any time during the Term, an insurance policy covering the other officers and directors of the Company against lawsuits, the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors during the Term and for a period of at least five (5) years thereafter. 7. Miscellaneous. (a) Neither of the parties hereto shall have the right to assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided, however, that this Agreement shall inure to the benefit or and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's assets, or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company. (b) This Agreement and the relationships of the parties in connection with the subject matter of this Agreement shall be construed and enforced according to the laws of the State of New York without giving effect to the conflicts of laws rules thereof. (c) This Agreement contains the full and complete agreement or the parties relating to the employment of the Executive hereunder and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto. This Agreement may not be amended, modified or supplemented, and no provision or requirement hereof may be waived, except by written instrument signed by the Party to be charged. (d) If any provision of this Agreement is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and this Agreement shall be carried out as nearly as possible according to its original terms and intent. (e) Except for applications for injunctive relief, any dispute or question arising from this Agreement or its interpretation shall be settled by arbitration in accordance with the commercial rules then in effect of the American Arbitration Association. Hearings of the arbitrator(s) shall be held in the county of Nassau, State of New York, unless the parties agree otherwise. Judgment upon an award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, including courts in the State of New York. Any award so rendered shall be final and binding upon the parties hereto. All costs and expenses of the arbitrator(s) shall be paid as determined by such arbitrator(s), and all costs and expenses of experts, witnesses and other persons retained by the parties shall be borne by them respectively, subject to the provisions of Section 6 hereof. In the event that injunctive relief is requested, either of the parties shall have the right to seek provisional remedies prior to an ultimate resolution by arbitration, service of process to commence the arbitration may be given as provided in Subsection (f) below. (f) All notices which either party hereto is required or permitted to give to the other will be given by certified mail or by personal delivery, addressed to such other at the address referred to above, or at such other place as either may from time to time designate by notice to the other in writing. Three days after the date of mailing of any such notice and the date of actual delivery if made by personal delivery will be deemed to be the date of delivery thereof. (g) No waiver by either party of any breach or nonperformance of any provision or obligation of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. (h) The enumeration and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement. (i) Unless the context otherwise requires, whenever used in this Agreement the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the neuter or feminine gender and vice versa. (j) Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or a legal holiday, the date for such determination or action shall be extended to the first business day immediately thereafter. (k) This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original document, but all of which counterparts shall together constitute one and the same instrument. This Agreement shall not be effective unless and until executed by all parties hereto. (l) Should any of the provisions of this Agreement require judicial interpretation, it is agreed that the court or arbitrator interpreting or construing this Agreement shall not apply a presumption that any provision shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agents prepared the same, it being agreed that both parties and their respective agents have participated in the preparation of this Agreement. (m) All provisions hereof which by their nature shall survive the termination of the Executive's employment, including, without limitation, the provisions in Section 5, shall survive the termination of the Executive's employment. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. BCAM INTERNATIONAL, INC. By:\s\ Glenn Santmire --------------------- Authorized Board Member \s\ Michael Strauss -------------------- Michael Strauss EX-10 3 EMPLOYMENT AGREEMENT WITH ROBERT WONG 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 "Executive"), residing at 12 Cameron Drive, Huntington, New York 11743. WHEREAS, the Company wishes to continue the employment of the Executive as of January 1, 1997, upon the terms and conditions set forth in this Agreement; and WHEREAS, the Executive is willing to continue to serve in the employ of the Company as of January 1, 1997, upon the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements hereinafter set forth, the Company and the Executive agree as follows: 1. Employment and Duties. The Company hereby employs the Executive to render full-time exclusive services to the Company during the Term (as defined in Section 2 hereof) as Vice Chairman, Chief Technology Officer of the Company. The Company agrees that the Executive shall have such power and authority as shall reasonably be required to fulfill all duties in an efficient manner. The Company agrees that the Company's headquarters, where the Executive will be performing his duties, shall remain in Nassau or Suffolk Counties, within a twenty (20) mile radius of the Company's present headquarters. The Executive hereby accepts such employment and agrees to devote his full time, attention and best efforts exclusively to performing the duties of such office, and such other duties appropriate to a senior executive officer as may be directed by the Company's President and Chief Executive Officer. During the Term of this Agreement, the Company will use its best efforts to have the Executive elected to the Board of Directors of the Company and its subsidiaries, and elected Vice Chairman of the Board of Directors. In the event the Executive is employed with the Company until December 31, 1998, the Company will discuss the possibility of a renewable employment agreement with terms (including base compensation) at least as favorable to the Executive as in effect during the twelve (12) month period prior to such date. 2. Term. This Agreement shall become effective on January 1, 1997 (the "Effective Date"). The Executive will be employed by the Company for a period of two years commencing on the Effective Date and terminating on December 31, 1998, subject to the earlier termination at any time during the Executive's period of employment, as hereinafter provided (the "Term"). 3. Compensation. (a) The Company shall pay the Executive a salary for the services to be rendered by him pursuant to this Agreement at the annual rate of $102,000; provided, however, on or before July 1, 1997, the Company's Board of Directors will consider an increase in the annual rate by $25,000, such increase to be retroactive to January 1, 1997 (the Executive's annual rate of payment is herein called "Salary"). The Salary shall be payable in periodic installments commencing after the Effective Date in accordance with the Company's regular payroll practices as in effect from time to time. On January 1 of each year of the Term, beginning with January 1, 1998, the Salary shall automatically increase by an amount determined by multiplying the Salary then in effect by the percentage increase in the Consumer Price Index (New York area) from January 1 of the prior year to January 1 of the then current year. (b) The Executive shall be entitled to receive a bonus, which amount for the period ending December 31, 1997 shall not exceed $70,000 nor be less than $25,000. The amount of the bonus for the year ending December 31, 1998 shall be agreed to by the Executive and the Company by December 31, 1997, and be based upon mutually agreed to objectives for the Executive. (c) The grant of a total of 500,000 options to the Executive as per the attached schedule is hereby confirmed. (d) On or before July 1, 1997, the Executive shall receive, in addition to his Salary and any bonus, options to purchase at the fair market value on the date of grant 500,000 shares of common stock of the Company (such options called the "New Options" shall vest and become exercisable for 50% of such shares on the date of grant, and for 50% of such shares on January 2, 1998, to the extent available under the Plan, or if options are not available under the Plan, upon the terms and subject to the conditions which shall be similar to the Plan options. The Company will use its best efforts to seek shareholder approval of any New Options that require such approval. All options (including New Options) granted to the Executive under the Plan that are not vested on his date of termination for Cause (defined herein) or upon the voluntary termination by the Executive of his employment hereunder under circumstances not set forth in Section 4(d), shall be automatically cancelled. The New Options granted hereunder shall be incentive stock options to the extent they may qualify for such treatment. (e) The Executive shall be entitled to participate in and receive the benefits under any pension plans or bonus plans of the Company or of any subsidiary (i.e., Drew Shoe), whichever is more beneficial to the Executive, and shall be included in, at no cost to Executive, the Company's health plan (including hospitalization, medical and major medical), life, prescription drug, accident and disability insurance plans or programs and any other employee benefit or fringe benefit plans, perquisites or arrangements which the Company makes available generally to other employees of the Company. (f) The Executive shall be entitled to an automobile allowance for the Term of this Agreement which shall be used for automobile expenses, including lease payments, insurance, fuel, maintenance, registration and taxes and shall be promptly reimbursed for documented out-of-pocket expenses incurred in the performance of the Executive's duties. (g) The Executive shall be entitled to four (4) weeks paid vacation each year which shall accrue pursuant to the Company's vacation policy. The Executive shall be entitled to carry two (2) weeks of unused vacation time to any subsequent year without being paid for such vacation time, provided, however, on termination by the Company pursuant to either Section 4(c) or 4(d) hereof, the Executive shall also be paid for all unused vacation time. (h) The Executive shall be entitled to reimbursement for all reasonable travel and other expenses incurred by the Executive in connection with his service under the Agreement. 4. Termination of Employment. (a) (1) The Executive's employment hereunder shall terminate automatically as of the date of his death or upon the Executive's becoming eligible for benefits under the Company's long term disability plan as in effect from time to time, or if no disability plan is in effect, upon the Executive becoming permanently disabled as defined in the first sentence of Internal Revenue Code ss.22(e)(3). In the event of death, the Executive's estate shall have one (1) year from the date of his death to exercise any outstanding and unexercised options. In the event the Executive is permanently disabled as defined herein, he or his designee will have one (1) year to exercise any outstanding and unexercised options. (2) Upon termination of the Executive's employment under circumstances described in Section 4(a)(1) above, the Company shall pay and provide to the Executive (or, in the event of his death, to his surviving spouse or such other beneficiary as the Executive may designate in writing, or if there is neither, to his estate): (i) his earned but unpaid Salary and bonus and accrued vacation pay as of the date of termination of his employment with the Company; (ii) the benefits, if any, to which he is entitled as a former employee under the Company's employee benefit plans and programs and compensation plans and programs in which he was a participant; and (iii) any reimbursements due to him under Section 3(h). (b) The Company may at any time at its option, immediately terminate the Executive's employment for "Cause" (as hereinafter defined). In the event of termination for Cause, the Executive shall receive the earned Salary and benefits (except he shall not receive any bonus earned but not yet paid) described in Sections 4(a)(2)(i), (ii) and (iii) and no other compensation. For purposes of this Agreement, the term "Cause" means (i) any conviction of the Executive of a felony under the laws of the United States or any state thereof; or (ii) gross or willful misconduct of the Executive in connection with the performance of his duties that has caused or is highly likely to cause severe harm to the Company; or (iii) intentional dishonesty by the Executive in the performance of his duties hereunder which has a material adverse effect on the Company. (c) The Company may terminate the Executive's employment in its sole discretion for any reason on not less than one hundred eighty (180) days written notice to the Executive. (d) The Executive may terminate his employment under circumstances where the Company has committed, during a thirty (30) day period after written notice has been delivered to the Company, a continuing material breach of its obligations under this Agreement including, but not limited to, any policy or course of conduct which has the effect of causing or requiring the Executive to report to, or be responsible to, any person other than the Company's Chief Executive Officer. (e) In the event (1) termination by the Company pursuant to Section 4(c), (2) termination by the Executive pursuant to Section 4(d) (which includes the failure of the Company to elect the Executive the Vice Chairman of its Board of Directors), or (3) in the event the Company does not reach an agreement with Executive to extend his employment after January 1, 1999, the Executive shall receive (A) the Salary and benefits described in Sections 4(a)(2)(i), (ii) and (iii), (B) payment of his then Salary in monthly installments for a period of six (6) months after the date of termination, provided, however, so long as the Company is willing to enter into an extension/renewal of this Agreement for a period of at least two (2) years following January 1, 1999 on terms substantially similar to the terms of this Agreement in effect on December 30, 1998, the Company shall not be obligated to pay the Executive his Salary for this additional six month period if an agreement between the Company and the Executive is not achieved. (f) The Company and the Executive hereby stipulate that the damages which may be incurred by the Executive following any such termination of employment are not capable of accurate measurement as of the date first above written and that such liquidated damages set forth above constitute reasonable damages under the circumstances and the sole amounts due to the Executive, and do not require mitigation by the Executive or are subject to set-off or counterclaim by the Company. (g) In the event that a transaction or circumstance occurs or eventuates, which reasonably may be construed as effecting or constituting a clear and present probability of effecting a change in "control" of the Company, then the Executive may elect by written notice to the Company, to treat any such transaction or circumstance as a continuing material breach of this Agreement and terminate his employment with the Company. It is agreed that, in such event, Executive will suffer irreparable damage and harm which will be incapable or very difficult of accurate estimation. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise. 5. Covenants and Representations. (a) The Executive has not and unless authorized or instructed in writing by the Company, the Executive shall not, except as required in the conduct of the Company's business, disclose to others, or use, any of the Company's inventions or discoveries or its secret or confidential information, knowledge or data (oral, written, or in machine-readable form) which the Executive may have obtained or will obtain during the course of or in connection with the Executive's employment, including, without limitation, such inventions, discoveries, information, knowledge, know-how or data relating to machines, equipment, products, services, systems, software, research and/or development, designs, compositions, formulae, processes, manufacturing procedures or business methods, whether or not developed by the Executive, by others in the Company or obtained by the Company from third parties, and irrespective of whether or not such inventions, discoveries, information, knowledge, know-how or data have been identified by the Company as secret or confidential, unless and until, and then only to the extent that, such inventions, discoveries, information, knowledge, know-how or data become available to the public otherwise than by the Executive's act or omission. (b) During the course of his employment by the Company, the Executive shall not, except as required in the conduct of the Company's business, disclose to others, or use, any of the information relating to present and prospective marketing, sales and advertising programs and agreements with representatives or prospective representatives of the Company, present or prospective sources of supply or any other business arrangements of the Company, including but not limited to, customers, customer lists, costs, prices and earnings, whether or not such information is developed by the Executive, by others in the Company or obtained by the Company from third parties and irrespective of whether or not such information has been identified by the Company as secret or confidential, unless and until, and than only to the extent that, such information becomes available to the public otherwise than by the Executive's act or omission. (c) (i) The Executive agrees to disclose immediately to the Company or any persons designated by it and to assign to the Company at its option, or its successors or assigns, all inventions made, discovered, conceived or first reduced to practice by the Executive, solely or jointly with others, at any time during the time while employed by the Company, which inventions are made, discovered or conceived either in the course or such employment, or with the use of the Company's time, material, facilities or funds, or which relate to or are suggested by any subject matter with which the Executive's employment by the Company may bring the Executive into contact, or which relate to any investigations or obligations undertaken by the Company; and the Executive hereby grants and agrees to grant the right to the Company and its nominees to obtain, for its own benefit and in its own name (entirely at its expense) patents and patent applications including original, continuation, reissue, utility and design patents, and applications, patents of addition, confirmation patents, registration patents, petty patents, utility models, etc., and all other types of patents and the like, and all renewals and extensions of any of them for those inventions in any and all countries; and the Executive shall assist the Company without further charge during the period of the Executive's employment, through counsel designated by the Company to execute, acknowledge, and deliver all such further papers, including assignments, applications for Letters Patent (of the United States or of any foreign country), oaths, disclaimers or other instruments and to perform such further acts, including giving testimony or furnishing evidence in the prosecution or defense of appeals, interferences, suits and controversies relating to any of the aforesaid inventions, applications and patents as may be deemed necessary by the Company or its nominees to effectuate the vesting or perfecting in the Company or its nominees of all right, title and interest in and to said inventions, applications and patents. (ii) the Executive agrees to disclose immediately to the Company or any persons designated by it and to assign to the Company, at its option, or its successors or assigns, all works of authorship, including all writings, manuals, computer programs, software and hardware, written or created by the Executive solely or jointly with others, at anytime during the course of his employment by the Company, which works are made or conceived either in the course of such employment, or with the use of the Company's time, material, facilities or funds, or which relate to or are suggested by any subject matter with which the Executive's employment by the Company may bring the Executive into contract or which relate to any investigations or obligations undertaken by the Company; and the Executive hereby agrees that all such works are works made for hire, of which the Company is the author and the beneficiary of all rights and protections afforded by the law of copyright in any and all countries; and the Executive will assist the Company without further charge during the term of his employment, through counsel designated by the Company, to execute, acknowledge, and deliver all such further papers, including assignments, applications for copyright registration (in the United States or in any foreign country), oaths, disclaimers or other instruments, and to perform such further acts, including giving testimony or furnishing evidence in the prosecution or defense of appeals, interferences, suits and controversies relating to any of the aforesaid works, as may be deemed necessary by the Company or its nominees to effectuate the vesting or perfecting in the Company or its nominees of all rights and interest in and to said works and copies thereof, including the exclusive rights of copying and distribution. (d) As a matter of record, attached hereto as Exhibit A is a complete list and brief description of all inventions, patented or unpatented, which the Executive has made or conceived prior to his employment by the Company, and which shall be excluded the terms from this Agreement, and as Exhibit B, is a complete list and brief description of all works of authorship, patented or unpatented, which the Executive has made or conceived prior to his employment by the Company, which shall be excluded from the terms of this Agreement. The Executive covenants that such lists are complete and accurate. (e) (i) The Executive shall not during the "Non-Competition Period," determined as hereinafter provided, engage in, represent or be connected with, an officer, director, partner, employee, sales representative, proprietor, consultant, associate, agent, co-venturer, or otherwise, any business or activity competing with the business of the Company or its subsidiaries or affiliates or any part thereof as conducted by them prior to the termination of his employment in any geographic location where the Company conducts business at the time of the termination of the employment. The term "Non-Competition Period" as used herein means a period, immediately following the termination of the employment of the Executive hereunder, of (A) 6 months, or (B) a period shorter than 6 months if so designated by the Company by written notice given to the Executive at least 20 days before the end of such shorter period so designated by the Company. (ii) The prohibitions in Subsection (i) of Section (e) shall bind the Executive only so long as the Company pays him monthly, upon demand, a sum at least equal to one hundred (100%) percent of the Executive's monthly base pay at termination, as defined below, for each amount of such unemployment during the Non-Competition Period. The term "monthly base pay" means the Executive's monthly Salary, in all cases including bonus or other extra compensation or benefits, and is subject to regular deductions for taxes, social security payments, etc. If the Executive is being paid after his termination of employment pursuant to the provisions of Subsection (c) and (d) of Section 4, no payments are required to be made pursuant to this Subsection (ii) of Section (e) so long as the payments under subsections (c) and (d) of Section 4 are being made. (f) (i) During the time employed by the Company, and for six (6) months thereafter, the Executive shall not engage in business of the type conducted by the Company with or solicit business of the type conducted by the Company from any person, firm or entity which was a customer of the Company at any time within two (2) years preceding the termination of his employment, induce or attempt to induce any such customer of the Company to reduce its business with the Company, solicit or attempt to solicit any employees of the Company, to leave the employ of the Company or offer or cause to be offered employment to any person who was employed by the Company at any time during the two (2) years prior to the termination of his employment with the Company, while employed by the Company, and for six (6) months thereafter, the Executive shall also not engage in business of the type conducted by the Company with or solicit business of the type conducted by the Company from any prospective customer of the Company. (ii) All computer software, computer programs, source codes, object codes, magnetic tapes, printouts, samples, notes, records, reports, documents, customer lists, photographs, catalogs and other writings, whether copyrightable or not, relating to or dealing with the Company's business and plans, and those of others entrusted to the Company which are prepared or created by the Executive or which may come into his possession at any time during his employment, are the property of the Company, and upon termination of his employment, the Executive agrees to return all such computer software, computer programs, source codes, object codes, magnetic tapes, printouts, samples, notes, records, reports, documents, customer lists, photographs, catalogs and writings and all copies thereof to the Company. (g) If any of the rights or restrictions contained or provided for in this Agreement shall be deemed top be unenforceable by reason of the extent, duration or geographical scope, or other provisions hereof, or any other provisions of this Agreement, the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provisions and enforce this Agreement in its reduced form for all purposes in the manner contemplated hereby. (h) The Executive agrees to cooperate with the Company with respect to the Company obtaining life insurance on the life of the Executive with the Company named as the beneficiary or disability insurance with respect to Executive or both. 6. Indemnification and Attorneys' Fees. During the Term of his employment and thereafter, the Company shall indemnify, hold harmless and defend the Executive from all damages, claims, losses, and costs and expenses (including reasonable attorney's fees) arising out of, in connection with, or relating to all acts or omissions taken or not taken by him in good faith while performing services for the Company and shall further reimburse the Executive for all expenses (including attorney's fees) incurred in enforcing the benefits of this Agreement. If and to the extent that the Company maintains, at any time during the Term, an insurance policy covering the other officers and directors of the Company against lawsuits, the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors during the Term and for a period of at least five (5) years thereafter. 7. Miscellaneous. (a) Neither of the parties hereto shall have the right to assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, provided, however, that this Agreement shall inure to the benefit or and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's assets, or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company. (b) This Agreement and the relationships of the parties in connection with the subject matter of this Agreement shall be construed and enforced according to the laws of the State of New York without giving effect to the conflicts of laws rules thereof. (c) This Agreement contains the full and complete agreement or the parties relating to the employment of the Executive hereunder and supersedes all prior agreements, arrangements or understandings, whether written or oral, relating thereto. This Agreement may not be amended, modified or supplemented, and no provision or requirement hereof may be waived, except by written instrument signed by the Party to be charged. (d) If any provision of this Agreement is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and this Agreement shall be carried out as nearly as possible according to its original terms and intent. (e) Except for applications for injunctive relief, any dispute or question arising from this Agreement or its interpretation shall be settled by arbitration in accordance with the commercial rules then in effect of the American Arbitration Association. Hearings of the arbitrator(s) shall be held in the county of Nassau, State of New York, unless the parties agree otherwise. Judgment upon an award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, including courts in the State of New York. Any award so rendered shall be final and binding upon the parties hereto. All costs and expenses of the arbitrator(s) shall be paid as determined by such arbitrator(s), and all costs and expenses of experts, witnesses and other persons retained by the parties shall be borne by them respectively, subject to the provisions of Section 6 hereof. In the event that injunctive relief is requested, either of the parties shall have the right to seek provisional remedies prior to an ultimate resolution by arbitration, service of process to commence the arbitration may be given as provided in Subsection (f) below. (f) All notices which either party hereto is required or permitted to give to the other will be given by certified mail or by personal delivery, addressed to such other at the address referred to above, or at such other place as either may from time to time designate by notice to the other in writing. Three days after the date of mailing of any such notice and the date of actual delivery if made by personal delivery will be deemed to be the date of delivery thereof. (g) No waiver by either party of any breach or nonperformance of any provision or obligation of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. (h) The enumeration and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement. (i) Unless the context otherwise requires, whenever used in this Agreement the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the neuter or feminine gender and vice versa. (j) Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or a legal holiday, the date for such determination or action shall be extended to the first business day immediately thereafter. (k) This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original document, but all of which counterparts shall together constitute one and the same instrument. This Agreement shall not be effective unless and until executed by all parties hereto. (l) Should any of the provisions of this Agreement require judicial interpretation, it is agreed that the court or arbitrator interpreting or construing this Agreement shall not apply a presumption that any provision shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agents prepared the same, it being agreed that both parties and their respective agents have participated in the preparation of this Agreement. (m) All provisions hereof which by their nature shall survive the termination of the Executive's employment, including, without limitation, the provisions in Section 5, shall survive the termination of the Executive's employment. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. BCAM INTERNATIONAL, INC. By:\s\ Glenn Santmire ------------------------ Authorized Board Member \s\ Robert Wong ----------------- Robert Wong SCHEDULE 267,500 7/3/95 175,000 2/16/95 7,500 7/21/94 25,000 2/16/95 25,000 6/22/95 -------- TOTAL 500,000 EX-10 4 CONSULTING AGREEMENT WITH MASTHEAD MANAGEMENT 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 terms and conditions of a Consulting Agreement between BCAM International Inc. (the "Company") and Masthead Management Inc. ("Masthead"). 1. CONSULTING ENGAGEMENT The Company agrees to retain Masthead as a consultant to provide management and executive services to the Company. For its part, Masthead undertakes to provide these services to the Company, and specifically to retain the services of Norman B. Wright ("Mr. Wright") as its agent for that purpose. In order to facilitate the provision of services as contemplated hereby, the Company will procure that Mr. Wright be appointed as President and Chief Executive Officer of the HumanCad Systems Division of the Company, and he will also be appointed as a director of the Company and be appointed to the office of Vice-Chairman of the Company. It is acknowledged by both Masthead and Mr. Wright that his appointment as a director of the Company and of any subsidiaries, is, together with all other directors, subject to review by the shareholders of the Company annually. Whilst the Company agrees to use its best endeavours to ensure that Mr. Wright will hold the positions described, it is neither a condition nor provision of the continued retainer of Masthead that Mr. Wright should retain the offices or the directorship described in the event that shareholders of the Company determine otherwise. The consulting services to be provided by Masthead shall be provided from its base in Toronto, Ontario, Canada, and neither Masthead nor Mr. Wright shall be required to relocate to any other place except with their respective consent and approval. The services to be provided by Masthead shall include the procurement of the services of Mr. Wright for a basic minimum of 200 business /working days per year during the term of this Agreement. 2. TERM OF ENGAGEMENT The appointment under this Agreement shall be for a term of two years commencing on April 7, 1997, and expiring on April 7, 1999, unless previously determined in the circumstances provided for below or unless extended after that expiration date. Prior to April 7, 1999, the Company and Masthead now express their mutual intent to negotiate together in good faith for a subsequent renewal of the engagement for a one year term, which extended term may, by mutual agreement, be renewed again for further terms of one year or more or less as may be mutually agreed between the parties. 3. NON-COMPETITION The parties acknowledge that the Consulting Agreement entered into hereby will oblige Masthead and Mr. Wright to provide their services and devote their principal efforts to the Company's business, though it does not provide the Company with exclusive rights to the services of Masthead or of Mr. Wright. Masthead and Mr. Wright acknowledge that they will be under a duty not to participate in competitive activities such as the provision of facilities or services to any corporation or business which is engaged in a competitive way with any of the Company's operations. 4. FEES AND REMUNERATION AND EXPENSES In consideration of the Agreement of Masthead to provide the services described herein, the Company agrees to make the following payments and grant the further considerations described below:- (a) the Company will pay to Masthead a basic consulting fee at the rate of US$125,000.00 per year, to be paid in twelve equal monthly instalments, payable without deductions on the last day of each calendar month; (b) the Company will pay to Masthead a performance bonus on an annual basis within 30 days of the end of the Company's fiscal year. The amount of such bonus shall be fixed by the board of directors of the Company acting upon recommendations from Management and its Compensation Committee, provided that the minimum amount of incentive bonus payable to Masthead in respect of each of the first two years of the engagement will be not less than US$25,000.00; (c) the Company will require Masthead to maintain a motor vehicle of appropriate quality to reflect the standing of Mr. Wright in the Company'S hierarchy. In consideration of Masthead'S agreement to provide such a vehicle, the Company will pay to Masthead a non-accountable vehicle allowance of US$700.00 per month and will also reimburse Masthead the cost of insurance and maintenance of such vehicle upon delivery of properly vouched evidence of expenditures on such account; (d) the Company will reimburse Masthead with the costs of maintaining an executive health plan for Mr. Wright including US$300,000.00 Term Life Insurance, such reimbursement to be made upon presentation of properly vouched evidence of expenditures on this account; (e) the Company will maintain an insurance policy for the protection of its directors and officers and will procure that Mr. Wright is included as a named insured on such policy; (f) the Company will reimburse to Masthead all costs and expenses incurred by Masthead and/or Mr. Wright in connection with the provision of services under this Agreement including, but not limited to promotion travel, long distance telephone, cellular phone, copier costs, couriers and general petty disbursements, as well as accommodation and related costs in respect of any business conducted or services performed outside Toronto. 5. INCENTIVE STOCK OPTION PLAN The Company has an Incentive Stock Option Plan, but is presently engaged in a reorganization of its share capital and a refinancing. The Company accordingly agrees to grant to Masthead (or, if necessary pursuant to applicable provisions of the United States Internal Revenue Code applicable to such Plans to Mr. Wright directly), incentive stock options to purchase the equivalent of 500,000 common shares in the capital of the Company as now presently (pre-reorganization) structured. The exercise price of such options shall be equal per share to the price per share being paid in the presently proposed refinancing and such options shall all be exercisable within five years from the date of vesting. Of the 500,000 options so granted, 250,000 shall vest immediately upon commencement of the consulting arrangement contemplated by this Agreement, and the remaining 250,000 shall vest on the first day of the second year of the term of engagement. 6. TERMINATION This Agreement is for a fixed term of two years and subject to extensions by mutual agreement thereafter. This agreement may be terminated at any time by mutual agreement between the Company and Masthead, provided that any such change shall not be effective or binding unless recorded in writing and signed by both the Company and Masthead. Notwithstanding the fixed term of the engagement, the Company may terminate the engagement of Masthead at any time for cause including but not limited to any material breach of the provisions of this Agreement by Masthead or any servant or agent of Masthead engaged by Masthead to provide services hereunder. It is acknowledged by Masthead that in the event that it fails to provide the services of Mr. Wright for a period in excess of 40 working days total in any six month period may, in the discretion of the Company, be considered sufficient cause for the purposes of this provision. 7. CONFIDENTIAL INFORMATION AND NON-COMPETITION (a) Both Masthead and Mr. Wright acknowledge that in their respective positions as consultants and executive of the Company, each of them will acquire information about certain matters and things which are confidential to the Company and which information is the exclusive property of the Company including but without limiting the generality of the foregoing the following:- (i) customer lists; (ii) pricing policies; (iii) technology and technological information, whether patented or not; (iv) market research and product development information. (b) Each of Masthead and Mr. Wright acknowledge that such information as referred to in subclause (a) above could be used to the detriment of the Company. Accordingly Masthead and Mr. Wright undertake to treat confidentially all such information, and agree not to disclose the same to any third party, either during, or after its termination for whatever reason. (c) Each of Masthead and Mr. Wright acknowledge that, without prejudice to all and any rights of the Company, an injunction is the only effective remedy to protect the Company's rights and property as set out in subclauses (a) and (b) above. (d) Masthead and Mr. Wright acknowledge that as a consultant and executive officer of the Company respectively, they will gain a knowledge of the Company's technology and products and a close working relationship with the Company's suppliers and customers which knowledge and relationships would, if used for competitive purposes or made available to a competitor, injure the Company. Masthead and Mr. Wright therefore agree that, for a period of not less than twelve months from the date of termination of this Agreement for any reason or cause, they will neither accept engagement or employment or any other position with the intent of providing information or services to any developer or manufacturer of products competitive with those of the Company, nor solicit or accept business with respect to products competitive with those of the Company in any State or country in which the Company's products have been marketed during the period of twenty-four months prior to the date of such termination. (e) The Company has established, and may amend from time to time, a detailed Confidentiality and Non-Competition Agreement for execution by all of its consultants and employees, which document may include the foregoing provisions together with further and more detailed provisions for the protection of the Company's interests and property; Masthead and Mr. Wright may be asked to execute a copy of such Agreement at the commencement of the engagement, or subsequently, and to execute and deliver copies of amended versions thereof, if any, from time to time, and each of them undertakes to execute the same as and when called upon to do so. If the foregoing terms are accepted, please countersign and date the original and the enclosed two copies of this letter at the foot where indicated. I look forward to a long and mutually beneficial relationship. Yours truly, BCAM INTERNATIONAL INC. \s\ Michael Strauss - ---------------------- Per: MASTHEAD MANAGEMENT INC. AND NORMAN B. WRIGHT HEREBY CONFIRM ACCEPTANCE OF THE FOREGOING TERMS. MASTHEAD MANAGEMENT INC. \s\ Norman B. Wright ---------------------- NORMAN B. WRIGHT Dated: April 7 1997. EX-27 5 FDS FOR THE QUARTER ENDED JUNE 30, 1997
5 This schedule contains summary financial information extracted from the Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows, and is qualified in its entirety by reference to such financial statements. 0000856143 BCAM International, Inc. 1 U.S. Dollars 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1.000 240,964 0 73,796 11,245 26,158 1,060,643 857,258 695,725 1,559,366 394,058 0 0 0 167,179 993,840 1,559,366 0 287,232 0 150,349 1,057,503 0 0 (908,678) 0 (908,678) 0 0 0 (908,678) (0.06) (0.06)
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