

<PAGE> 
                                                                  Exhibit (c)(2)



                  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 delivery of


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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


                                      -2-

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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 Indemnified 


                                      -3-

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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 any inaccuracy in the


                                      -4-

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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.



                                      -6-

<PAGE> 



                  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 W. Whitridge, Jr.
                                    ---------------------------------------- 
                                     Name:
                                     Title:


                                 THE NETWORK COMPANY II LIMITED

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


                                 INVESTORS TRADING AB


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



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                                   SCHEDULE A





Name and Address                                         Shares
- ------------------                                     ------------
Internationale Nederlanden (U.S.)
 Capital Corporation                                    4,641,535
135 East 57th Street
New York, New York 10021
Attention: Tracey L. Rudd
                                                       

Orcas Limited Partnership                               5,149,582
270 Greenwich Avenue
Greenwich, Connecticut 06830
Attention: Frederick W. Whitridge, Jr.

The Network Company II Limited                          1,710,083
c/o Gildea Carlson Investment Management
675 Third Avenue, 22nd Floor
New York, New York 10017
Attention: John W. Gildea

Investors Trading AB                                   4,909,451
Arsenalsgatan 8C
S-103 32
Stockholm, Sweden
Attention: Anders Rydin



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