
<PAGE>
                                                                       EXHIBIT B

                  STOCKHOLDERS  AGREEMENT,  dated as of  March  15,  1995  (this
"Agreement"), between ADU ACQUISITION INC., a Delaware corporation ("Purchaser")
and an indirect  wholly-owned  subsidiary of FKI plc, a company  organized under
the laws of England  ("Parent"),  and the  persons  listed on  Schedule A hereto
(each, individually, a "Stockholder" and, collectively, the "Stockholders").

                  WHEREAS,  Parent and Purchaser  have entered into an Agreement
and Plan of  Merger,  dated  as of the  date  hereof  (the  "Merger  Agreement";
capitalized  terms not defined in this Agreement  have the meanings  ascribed to
them in the Merger Agreement),  with Amdura Corporation,  a Delaware corporation
(the "Company"),  which provides, among other things, upon the terms and subject
to the  conditions  thereof,  for  the  acquisition  by  Purchaser  of  all  the
outstanding  shares of Common  Stock,  par value $.01 per share,  of the Company
("Company Common Stock") through (a) a tender offer (the "Offer") for all shares
of  Company  Common  stock for the Per Share  Amount  (as  defined in the Merger
Agreement) and (b) a second-step  merger  pursuant to which Purchaser will merge
with and into the Company (the "Merger") and all  outstanding  shares of Company
Common  Stock  (other than shares of Company  Common  Stock held by Purchaser or
Parent  or any  direct  or  indirect  wholly-owned  subsidiary  of Parent or the
Company and shares of Company  Common Stock held in the treasury of the Company)
will be converted into the right to receive the Per Share Amount in cash; and

                  WHEREAS,   as  of  the  date  hereof,  each  Stockholder  owns
(beneficially  or of record)  the number of shares of Company  Common  Stock set
forth opposite such Stockholder's name on Schedule A hereto; and

                  WHEREAS,  as a  condition  to the  willingness  of Parent  and
Purchaser to enter into the Merger Agreement, Parent and Purchaser have required
that the  Stockholders  agree,  and in order to induce  Parent and  Purchaser to
enter into the Merger Agreement, the Stockholders have agreed, severally and not
jointly,  to tender  pursuant to the Offer, in accordance with the terms of this
Agreement, all the shares of the Company Common Stock now owned (beneficially or
of  record)  and  which may  hereafter  be  acquired  by each  Stockholder  (the
"Shares").

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements  contained  herein,  and intending to be legally
bound hereby, the parties hereto hereby agree as follows:

                                    ARTICLE I

               REPRESENTATIONS AND COVENANTS OF THE STOCKHOLDERS

                  SECTION  1.01.  Authority  Relative  to this  Agreement.  Each
Stockholder  represents  and warrants to  Purchaser,  severally and not jointly,
that such  Stockholder  has all  necessary  power and  authority  to execute and
deliver this Agreement,  to perform its obligations  hereunder and to consummate
the transactions contemplated hereby; that the execution and

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delivery of this  Agreement by such  Stockholder  and the  consummation  by such
Stockholder of the transactions  contemplated  hereby have been duly and validly
authorized by all necessary  corporate action; that this Agreement has been duly
and validly  executed and delivered by such  Stockholder  and,  assuming the due
authorization,  execution and delivery by Purchaser,  constitutes a legal, valid
and  binding  obligation  of  such  Stockholder,   except  to  the  extent  such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium  or  other  similar  laws  relating  to or  affecting  generally  the
enforcement of creditors' rights and by the availability of equitable  remedies;
that the execution and delivery of this Agreement by such  Stockholder does not,
and the performance of this Agreement by such Stockholder will not conflict with
or violate the Certificate of  Incorporation  or By-laws of such  Stockholder or
conflict with or violate any law, rule,  regulation,  order,  judgment or decree
applicable  to such  Stockholder  or by  which  any  property  or  asset of such
Stockholder is bound or affected or require any consent, approval, authorization
or permit of, or filing with, or notification to, any governmental or regulatory
authority,  domestic  or foreign,  to be  obtained  or made by such  Stockholder
except for applicable requirements, if any, of the Exchange Act.

                  SECTION  1.02.  Title  to  Shares.   Each  Stockholder  hereby
represents  and warrants,  severally and not jointly,  that it is the beneficial
owner of the  number of Shares set forth  opposite  such  Stockholder's  name on
Schedule  A, that  such  Shares  are  owned by it free and  clear of all  liens,
encumbrances  and  restrictions  whatsoever  and that such  Stockholder  has not
granted any proxy with respect to such Shares which is currently in effect.

                  SECTION 1.03. No Disposition or Encumbrance of Shares.  Except
as contemplated by Section 1.04 hereof,  each  Stockholder  hereby covenants and
agrees,  severally and not jointly,  that such Stockholder  shall not, and shall
not offer or agree to, sell, transfer,  tender, assign, hypothecate or otherwise
dispose of, or create or permit to exist any  security  interest,  lien,  claim,
pledge,  option,  right  of  first  refusal,   agreement,   limitation  on  such
Stockholder's  voting  rights,   charge  or  other  encumbrance  of  any  nature
whatsoever  with  respect  to the  Shares  now  owned or that may  hereafter  be
acquired  by such  Stockholder  at any  time  prior to the  termination  of this
Agreement as to such Stockholder.

                  SECTION 1.04. No Solicitation of Transactions.  Subject to the
fiduciary duties as a director of the Company of any  representative or agent of
any  Stockholder  who is such a director as  contemplated in Section 6.05 of the
Merger Agreement,  each Stockholder  shall not, directly or indirectly,  through
any agent or  representative  or otherwise,  solicit,  initiate or encourage the
submission of any proposal or offer from any person relating to,  participate in
any negotiations  regarding, or furnish to any other person any information with
respect to, or otherwise cooperate in any way with, or assist or participate in,
facilitate or encourage,  any Third Party  Transaction  at any time prior to the
termination of this Agreement as to such Stockholder.

                  SECTION 1.05.  Agreement to Tender the Shares  Pursuant to the
Offer.  Each Stockholder  agrees to validly tender and not withdraw  pursuant to
the Offer all the  Shares  now owned  (beneficially  or of  record)  or that may
hereafter be acquired by such Stockholder.  Notwithstanding the foregoing,  such
Stockholder  may withdraw such Shares from the Offer in the event that the Board
shall have withdrawn or modified in a manner adverse to Purchaser or Parent


                                                        13

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its approval or recommendation of the Offer, the Merger, the Merger Agreement or
any other  Transaction in order to approve any Third Party Transaction which the
Board  determines  in  the  exercise  of  its  good  faith  judgment  and  after
consultation with independent legal counsel and the Company's financial advisors
to be more favorable to the Company's stockholders than the Offer and the Merger
taken together.

                  SECTION 1.06. Filings and  Announcements.  Purchaser agrees to
provide to each  Stockholder an advance copy of and an opportunity to comment on
those  portions  of each public  announcement  by  Purchaser  or Parent and each
document  filed with the SEC or  distributed  to  Stockholders  pursuant  to the
Exchange Act by Purchaser or Parent in  connection  with the Offer or the Merger
which refer to such Stockholder or this Agreement.


                                    ARTICLE II

                                 MISCELLANEOUS

                  SECTION 2.01. Indemnification. From and after the date hereof,
Parent and Purchaser (the  "Indemnifying  Parties")  jointly and severally shall
indemnify  and  hold  harmless  each  of  the  Stockholders   (collectively  the
"Indemnified Parties" and individually an "Indemnified Party") against any loss,
damage or  expense  (including  reasonable  attorney's  fees and  disbursements)
actually  incurred by any such Indemnified  Party to the extent arising from any
Company  stockholders  or third party claim,  suit or demand in connection  with
this Agreement or the Transactions (a "Third Party Claim"). For purposes of this
Section  2.01, a Third Party Claim shall  expressly  exclude any claim,  suit or
demand brought or instituted by any partner, investor,  stockholder or affiliate
of any Indemnified Party.

                  The Indemnified  Parties shall give the  Indemnifying  Parties
prompt written notice of any Third Party Claim which they believe will give rise
to indemnification under this Section 2.01; provided,  however, that the failure
to give such notice,  shall not affect the liability of the Indemnifying Parties
hereunder  unless and to the extent the  failure to give such  notice  adversely
affects  the  ability of the  Indemnifying  Parties to defend  themselves  or to
mitigate  the damages  sought in such Third Party Claim.  Except as  hereinafter
provided,  the Indemnifying Parties shall have the right to defend and to direct
the defense against any such Third Party Claim in its name or in the name of any
Indemnified Party at the Indemnifying Parties' expense and with counsel selected
by agreement of the Indemnified  Parties,  and reasonably  acceptable to Parent,
which  shall be the  only  counsel  for the  Indemnified  Parties,  and only the
Indemnifying  Parties will have the right to settle or compromise any such Third
Party Claim; provided,  however, that (i) the Indemnifying Parties shall only be
responsible for the first $50,000 in fees and  disbursements  of such counsel in
defending  the  Indemnified  Parties  in any  such  Third  Party  Claim  and the
Indemnified  Parties shall be responsible for such legal fees and  disbursements
in excess of $50,000,  and (ii) the  Indemnifying  Parties will not, without the
Indemnified Parties' written consent,  settle or compromise any claim or consent
to any entry of judgment which does not include as an unconditional term thereof
the giving by the claimant or the plaintiff to the Indemnified Parties a release
from all liability in respect of such Third Party Claim. The


                                                        14

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Indemnified  Parties  shall  cooperate  in the  defense of any such Third  Party
Claim. If the Indemnifying  Parties,  within a reasonable time after notice of a
Third Party  Claim,  fail to defend the  Indemnified  Parties,  the  Indemnified
Parties shall be entitled to undertake the defense,  compromise or settlement of
such Third Party Claim at the expense of (subject to the  limitations  set forth
herein) and for the account and risk of the Indemnifying  Parties subject to the
rights of the  Indemnifying  Parties to assume the  defense of such Third  Party
Claim at any time prior to the  settlement,  compromise  or final  determination
thereof.

                  Notwithstanding  anything  contained in this Section 2.01, any
Indemnified Party may engage counsel of its own choice; provided,  however, that
all  of  the  fees  and   disbursements  of  such  counsel  shall  be  the  sole
responsibility of such Indemnified Party.

                  SECTION 2.02.  Expenses.  Except as otherwise provided herein,
all costs and expenses incurred in connection with the transactions contemplated
by this Agreement shall be paid by the party incurring such expenses.

                  SECTION  2.03.  Further   Assurances.   Each  Stockholder  and
Purchaser  will execute and deliver all such further  documents and  instruments
and take all such further  action as may be necessary in order to consummate the
transactions contemplated hereby.

                  SECTION 2.04. Specific  Performance.  The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled  to specific  performance  of the terms  hereof,  in addition to any
other remedy at law or in equity.

                  SECTION 2.05. Entire Agreement. This Agreement constitutes the
entire  agreement  between  Purchaser and the  Stockholders  with respect to the
subject matter hereof and supersedes  all prior  agreements and  understandings,
both written and oral,  between  Purchaser and each  Stockholder with respect to
the subject matter hereof.

                  SECTION 2.06. Assignment. This Agreement shall not be assigned
by operation of law or otherwise  (other than by will or the laws of descent and
distribution),  except  the  Purchaser  may  assign all or any of its rights and
obligations hereunder to any wholly-owned subsidiary of Parent, provided that no
such assignment  shall relieve  Purchaser of its  obligations  hereunder if such
assignee does not perform such obligations.

                  SECTION 2.07.  Parties in Interest.  This  Agreement  shall be
binding upon, inure solely to the benefit of, and be enforceable by, the parties
hereto and their  successors and permitted  assigns.  Nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

                  SECTION 2.08.  Amendment;  Waiver.  This  Agreement may not be
amended  except by an instrument in writing  signed by the parties  hereto.  Any
party hereto may (i) extend the time for the  performance  of any  obligation or
other act of any other party hereto, (ii) waive

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any inaccuracy in the representations and warranties  contained herein or in any
document delivered pursuant hereto and (iii) waive compliance with any agreement
or condition  contained  herein.  Any such extension or waiver shall be valid if
set forth in an instrument in writing signed by the party or parties to be bound
thereby.

                  SECTION 2.09. Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public  policy,  all other  conditions  and provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal  substance  of this  Agreement  is not  affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in a mutually  acceptable manner in
order that the terms of this Agreement remain as originally  contemplated to the
fullest extent possible.

                  SECTION 2.10. Notices. All notices,  requests, claims, demands
and other  communications  hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person,  by
cable,  telecopy,  telegram or telex or by registered or certified mail (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such  other  address  for a party as shall be  specified  in a
notice given in accordance with this Section 2.10):

                  if to Purchaser:

                           ADU Acquisition Inc.
                           c/o FKI Industries Inc.
                           425 Post Road
                           Fairfield, CT  06430-0970
                           Facsimile No.  (203) 255-7101
                           Attention:  General Counsel

                  with copies to:

                           FKI plc
                           West House
                           King Cross Road
                           Halifax, West Yorkshire  HX1 1EB
                           England
                           Facsimile No.  (011) 44-422-330-407
                           Attention:  Company Secretary

                           and


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                           Parson & Brown
                           230 Park Avenue
                           New York, NY  10169
                           Facsimile No.  (212) 682-9112/9113
                           Attention:  James H. Bell, Esq.

                  if to a Stockholder:

                           to its address set forth on Schedule A hereto.


                  SECTION 2.11. Termination. This Agreement shall terminate upon
the  termination of the Merger  Agreement.  Any  Stockholder  may terminate this
Agreement  as to itself if (a) the Merger  Agreement  shall have been amended in
any way which adversely affects such  Stockholder,  (b) the Offer shall not have
been  commenced  within 10 Business Days after the date of this Agreement or (c)
such Stockholder's  Shares shall not have been accepted for payment and paid for
within 90 days after the date of this Agreement.

                  SECTION 2.12. Fees and Expenses of Counsel.  Purchaser  agrees
to pay the  reasonable  fees and  expenses  of  legal  counsel  retained  by any
Stockholder in any action brought to enforce its rights  hereunder to the extent
that such action is successful on the merits.

                  SECTION 2.13.  Governing Law. This Agreement shall be governed
by,  and  construed  in  accordance  with,  the laws of the  State  of  Delaware
applicable to contracts executed in and to be performed in that State.

                  SECTION 2.14. Headings.  The descriptive headings contained in
this  Agreement  are included for  convenience  of reference  only and shall not
affect in any way the meaning or interpretation of this Agreement.

                  SECTION 2.15. Counterparts.  This Agreement may be executed in
one or more  counterparts,  and by the  different  parties  hereto  in  separate
counterparts,  each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.


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                  IN WITNESS WHEREOF,  Purchaser has caused this Agreement to be
executed by its officer  thereunto duly authorized and each Stockholder has duly
executed this Agreement, each as of the date first written above.

                                   ADU ACQUISITION INC.


                                   By:     /s/  Steven D. Jones
                                     ----------------------------------
                                      Name:
                                      Title:



THE STOCKHOLDERS:                  THE INTERNATIONALE NEDERLANDEN (U.S.)
                                   CAPITAL CORPORATION


                                   By:      /s/  Tracey L. Rudd
                                     -----------------------------------
                                      Name:
                                      Title:


                                   ORCAS LIMITED PARTNERSHIP
                                     By:  Archipelago Corp., Its General Partner

                                   By:     /s/  Frederick Whitridge, Jr.
                                     -----------------------------------
                                      Name:
                                      Title:


                                   NETWORK COMPANY II


                                   By:     /s/  John W. Gildea
                                     -----------------------------------
                                      Name:
                                      Title:


                                   INVESTORS TRADING A.B.


                                   By:     /s/  Anders Rydin
                                     -----------------------------------
                                      Name:
                                      Title:


                                                        18

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                                         SCHEDULE A



                       Name                                  Shares

             Internationale Nederlanden (U.S.)
               Capital Corporation                          4,641,535
             Orcas Limited Partnership                      5,149,582
             Network Company II                             1,710,083
             Investors Trading A.B.                         4,909,451



                                               19




