
<PAGE>   1
 
                                                                  EXHIBIT (c)(2)
 
                          TENDER AND OPTION AGREEMENT
 
     TENDER AND OPTION AGREEMENT, dated as of March 27, 1998 (the "Agreement"),
by and among Dorel Industries Inc., a Quebec corporation ("Acquiror"), Horizon
Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
Acquiror ("Merger Sub"), and [                    ] (the "Shareholder").
 
     WHEREAS, the Shareholder is the owner of [                    ] shares (the
"Shares") of Common Stock, par value $1.00 per share (the "Common Stock"), of
Ameriwood Industries International Corporation (the "Company");
 
     WHEREAS, the Acquiror, Merger Sub and the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof (as amended from time
to time, the "Merger Agreement"), which provides, among other things, that, upon
the terms and subject to the conditions therein, Merger Sub will make a cash
tender offer (the "Offer") for all of the outstanding shares of Common Stock and
after expiration of the Offer will merge with and into the Company (the
"Merger"); and
 
     WHEREAS, as a condition to the willingness of Acquiror and Merger Sub to
enter into the Merger Agreement, Acquiror has requested that the Shareholder
agree, and in order to induce Acquiror and Merger Sub to enter into the Merger
Agreement, the Shareholder has agreed, to enter into this Agreement.
 
     NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and subject to the terms and conditions set forth herein,
the parties hereto hereby agree as follows:
 
     1. Representations and Warranties of the Shareholder. The Shareholder
represents and warrants to the Acquiror as follows:
 
          a. The Shareholder is the sole record and beneficial owner (as defined
     in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")) of the Shares and, there exist no liens, claims, security
     interests, options, proxies, voting agreements, charges, obligations,
     understandings, arrangements or other encumbrances of any nature
     whatsoever, except for restrictions applicable thereto under federal and
     state securities laws ("Liens"), affecting the Shares.
 
          b. The Shares and the certificates representing the Shares are now and
     at all times during the term hereof will be held by the Shareholder, or by
     a nominee or custodian for the benefit of the Shareholder free and clear of
     all Liens, except for the Liens described in (a) above and Liens arising
     hereunder. Upon transfer to Acquiror by the Shareholder of the Shares
     hereunder, Acquiror will have good and marketable title to the Shares, free
     and clear of all Liens.
 
          c. This Agreement has been duly and validly executed and delivered by
     the Shareholder and, assuming due authorization, execution and delivery by
     Acquiror and Merger Sub, constitutes a valid and binding agreement of the
     Shareholder, enforceable against the Shareholder in accordance with its
     terms, except to the extent that enforceability may be limited by
     applicable bankruptcy or other laws affecting the enforcement of creditors'
     rights generally and by general principles of equity, regardless of whether
     such enforceability is considered in a proceeding in equity or at law.
 
          d. The execution and delivery of this Agreement by the Shareholder
     does not, and the performance by the Shareholder of its obligations
     hereunder will not, constitute a violation of, conflict with, result in a
     default (or an event which, with notice or lapse of time or both, would
     result in a default) under, or result in the creation of any Lien on any
     Shares under, (i) any contract, commitment, agreement, partnership
     agreement, understanding, arrangement or restriction of any kind to which
     the Shareholder is a party or
<PAGE>   2
 
     by which the Shareholder is bound, (ii) any judgment, writ, decree, order
     or ruling applicable to the Shareholder or (iii) any law applicable to the
     Shareholder.
 
          e. To the Shareholder's knowledge, neither the execution and delivery
     of this Agreement nor the performance by the Shareholder of its obligations
     hereunder will require any consent, authorization or approval of, filing
     with or notice to, any court, administrative agency or other governmental
     body or authority, other than any required notices or filings pursuant to
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
     the rules and regulations promulgated thereunder (the "HSR Act"), state
     antitrust laws or the federal securities laws.
 
     2. Representations and Warranties of Acquiror and Merger Sub. Acquiror and
Merger Sub jointly and severally represent and warrant to the Shareholder as
follows:
 
          a. Each of Acquiror and Merger Sub is duly organized and validly
     existing and in good standing under the laws of its jurisdiction of
     incorporation, has the requisite corporate power and authority to execute
     and deliver this Agreement and to consummate the transactions contemplated
     hereby, and has taken all necessary corporate action to authorize the
     execution, delivery and performance of this Agreement. This Agreement has
     been duly and validly executed and delivered by each of Acquiror and Merger
     Sub and constitutes the legal, valid and binding obligation of each of
     Acquiror and Merger Sub, enforceable against each of Acquiror and Merger
     Sub in accordance with its terms, except to the extent that enforceability
     may be limited by applicable bankruptcy, reorganization, insolvency,
     moratorium or other laws affecting the enforcement of creditors' rights
     generally and by general principles of equity, regardless of whether such
     enforceability is considered in a proceeding in equity or at law.
 
          b. The execution and delivery of this Agreement by each of Acquiror
     and Merger Sub does not, and the performance by each of Acquiror and Merger
     Sub of its obligations hereunder will not, constitute a violation of,
     conflict with, or result in a default (or an event which, with notice or
     lapse of time or both, would result in a default) under, its charter or
     bylaws or any contract, commitment, agreement, understanding, arrangement
     or restriction of any kind to which Acquiror or Merger Sub is a party or by
     which Acquiror or Merger Sub is bound or any judgment, writ, decree, order
     or ruling applicable to Acquiror or Merger Sub.
 
          c. Neither the execution and delivery of this Agreement nor the
     performance by each of Acquiror and Merger Sub of its obligations hereunder
     will violate any order, writ, injunction, judgment, law, decree, statute,
     rule or regulation applicable to Acquiror or Merger Sub or require any
     consent, authorization or approval of, filing with, or notice to, any
     court, administrative agency or other governmental body or authority, other
     than any required notices or filings pursuant to the HSR Act, state
     antitrust laws or the federal securities laws.
 
     3. Tender of Shares.
 
          a. Acquiror and Merger Sub jointly and severally agree:
 
             i. subject to the conditions of the Offer set forth in Annex A to
        the Merger Agreement and the other terms and conditions of the Merger
        Agreement, that Merger Sub will purchase all shares of Common Stock
        tendered pursuant to the Offer as promptly as practicable following
        commencement of the Offer and that Merger Sub will consummate the Merger
        in accordance with the terms of the Merger Agreement;
 
             ii. not to decrease the price per share to be paid to the Company's
        shareholders in the Offer below $9.625 per share (the "Tender Offer
        Price"); and
 
             iii. to deliver, or to cause to be delivered, the Offer Documents
        to the Shareholder. The provisions of Sections 3(a)(i) and 3(a)(ii)
        shall survive the termination of this Agreement.
 
          b. The Shareholder will (i) tender the Shares into the Offer promptly,
     and in any event no later than the fifth business day following the
     commencement of the Offer, or, if the Shareholder has not received the
     Offer Documents by such time, within two business days following receipt of
     such documents, and
 
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<PAGE>   3
 
     (ii) not withdraw any Shares so tendered (except in the event the Stock
     Option is exercised). Upon the purchase of all the Shares pursuant to the
     Offer in accordance with this Section 3, this Agreement will terminate. The
     Shareholder will receive the same price per Share received by other
     shareholders of the Company in the Offer with respect to Shares tendered by
     it in the Offer. In the event that, notwithstanding the provisions of the
     first sentence of this Section 3(b), any Shares are for any reason
     withdrawn from the Offer or are not purchased pursuant to the Offer, such
     Shares will remain subject to the terms of this Agreement. The Shareholder
     acknowledges that Merger Sub's obligation to accept for payment and pay for
     the Shares in the Offer is subject to all the terms and conditions of the
     Offer. On the date the Shares are accepted for payment and purchased by
     Merger Sub pursuant to the Offer, Merger Sub or Acquiror, as the case may
     be, shall make payment by wire transfer or other method (as agreed by
     Merger Sub and the Shareholder) to the Shareholder of the purchase price
     for such Shares to an account designated by the Shareholder.
 
          c. The Shareholder hereby agrees to permit Acquiror to publish and
     disclose in the Offer Documents and, if approval of the shareholders of the
     Company is required under applicable law, the Proxy Statement, its identity
     and ownership of Common Stock and the nature of its commitments,
     arrangements and understandings under this Agreement.
 
     4. Option to Purchase.
 
          a. The Shareholder hereby grants to Acquiror, subject to the terms and
     conditions hereof, an irrevocable option (the "Stock Option") to purchase
     the Shares at a purchase price per share of $9.625 per Share (the "Exercise
     Price") in cash, in the manner set forth in this Section 4. At any time
     prior to the termination of the Stock Option hereunder, Acquiror (or a
     wholly owned subsidiary of Acquiror) may exercise the Stock Option, in
     whole only, if on or after the date hereof:
 
             i. any corporation, partnership, individual, trust, unincorporated
        association, or other entity or "person" (as defined in Section 13(d)(3)
        of the Exchange Act) other than Acquiror or any of its "affiliates" (as
        defined in the Exchange Act) (a "Third Party"), will have:
 
                A. commenced or announced an intention to commence a bona fide
           tender offer or exchange offer for any shares of Common Stock, the
           consummation of which would result in "beneficial ownership" (as
           defined in the Exchange Act) by such Third Party (together with all
           such Third Party's affiliates and "associates" (as defined in the
           Exchange Act)) of 35% or more of the then outstanding voting equity
           of the Company (either on a primary or a fully diluted basis);
 
                B. acquired beneficial ownership of shares of Common Stock that,
           when aggregated with any shares of Common Stock already owned by such
           Third Party, its affiliates and associates, would result in the
           aggregate beneficial ownership by such Third Party, its affiliates
           and associates of 15% or more of the then outstanding voting equity
           of the Company (either on a primary or a fully diluted basis);
           provided, however, that "Third Party" for purposes of this clause (B)
           does not include any corporation, partnership, person, other entity
           or group that beneficially owns more than 15% of the outstanding
           voting equity of the Company (either on a primary or a fully diluted
           basis) as of the date hereof and that does not, after the date
           hereof, increase such ownership percentage by more than an additional
           1% of the outstanding voting equity of the Company (either on a
           primary or a fully diluted basis);
 
                C. acquired assets constituting 15% or more of the total assets
           or earning power of the Company taken as a whole;
 
                D. entered into an agreement with the Company that contemplates
           the acquisition of (x) assets constituting 15% or more of the total
           assets or earning power of the Company taken as a whole or (y)
           beneficial ownership of 15% or more of the outstanding voting equity
           of the Company; or
 
             ii. any of the events described in Section 8.1(c)(i) of the Merger
        Agreement that would allow the Company to terminate the Merger Agreement
        has occurred (after the passage of any time
 
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<PAGE>   4
 
        periods set forth in such sections but without the necessity of the
        Company having terminated the Merger Agreement).
 
             In the event that Acquiror wishes to exercise the Stock Option,
        Acquiror shall give written notice (the "Option Notice", with the date
        of the Option Notice being hereinafter called the "Notice Date") to the
        Shareholder specifying the place and date (not earlier than three nor
        later than ten Business Days from the Notice Date) for closing such
        purchase (a "Closing"). Acquiror's obligation to purchase the Shares
        upon any exercise of the Stock Option and the Shareholder's obligation
        to sell the Shares upon any exercise of the Stock Option are subject (at
        the election of Acquiror and the Shareholder, respectively,) to the
        conditions that (i) no preliminary or permanent injunction or other
        order prohibiting the purchase, issuance or delivery of the Shares
        issued by any Governmental Authority will be in effect and (ii) any
        applicable waiting period required for the purchase of Shares under the
        HSR Act will have expired or been terminated or clearance from the
        appropriate agencies shares have been obtained, provided that if such
        injunction or other order has become final and nonappealable, the Stock
        Option shall terminate; and provided further, that if the Stock Option
        is not exercisable because either of the circumstances described in the
        immediately foregoing clause (i) or (ii) exist, then the Stock Option
        shall be exercisable for the ten business day period commencing on the
        date that the circumstances set forth in clause (i) or (ii), as
        applicable, cease to exist, but in no event shall the Stock Option be
        exercisable after the date set forth in Section 9(c). Acquiror's
        obligation to purchase the Shares upon exercise of the Stock Option is
        further subject (at Acquiror's election) to the condition that there
        will have been no material breach of the representations, warranties,
        covenants or agreements of the Shareholder contained in this Agreement
        or of the Company contained in the Merger Agreement which breach has not
        been cured within ten business days of the receipt of written notice
        thereof from the Acquiror. The Shareholder's obligation to sell the
        Shares upon exercise of the Stock Option and the Shareholder's
        obligations under Section 7 are subject (at the Shareholder's election)
        to the further conditions that there will have been no material breach
        of the representations, warranties, covenants or agreements of Acquiror
        or Merger Sub contained in this Agreement or contained in the Merger
        Agreement, which breach has not been cured within ten business days of
        the receipt of written notice thereof from the Shareholder.
 
          b. At the Closing, (i) the Shareholder shall deliver to Acquiror the
     certificate or certificates representing the Shares in proper form for
     transfer upon exercise of the Stock Option in the denominations designated
     by Acquiror in the Option Notice and (ii) Acquiror shall pay the aggregate
     purchase price for the Shares by wire transfer of immediately available
     funds to an account designated by the Shareholder in writing to Acquiror in
     the amount equal to the product of the Exercise Price and the number of the
     Shares.
 
          c. In the event that Acquiror or Merger Sub pays a price higher than
     $9.625 per share for Shares tendered into the Offer, the Exercise Price
     shall be increased to equal such higher price.
 
          d. In the event that Acquiror or Merger Sub exercise the Stock Option
     and subsequent to such exercise either (i) Acquiror or Merger Sub pays
     consideration in excess of the Exercise Price for the Common Stock pursuant
     to the Merger (a "Higher Price"), or (ii) (A) a Third Party commences a
     bona-fide tender offer or exchange offer for Common Stock for consideration
     in excess of the Exercise Price (the "Excess Consideration"), (B) the
     Company terminates the Merger Agreement in accordance with the provisions
     of Section 8.1(c)(i) thereof, (C) prior to such termination, but after
     receiving notice of the Company's intention to so terminate, Acquiror or
     Merger Sub exercises the Stock Option and (D) Acquiror or Merger Sub
     tenders the Shares it received upon the exercise of the Stock Option in
     such tender offer or exchange offer and receives Excess Consideration with
     respect to such Shares, then, in the case of (i) above, Acquiror or Merger
     Sub shall pay to the Shareholder in cash, within five days after Acquiror
     or Merger Sub pays the Higher Price to holders of Common Stock, an amount
     equal to the number of Shares multiplied by the difference between the
     Higher Price and the Exercise Price, and in the case of (ii) above,
     Acquiror or Merger Sub shall pay to the Shareholder in cash, within five
     days after Acquiror or Merger Sub receives the Excess Consideration to
     holders of Common Stock, an amount
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<PAGE>   5
 
     equal to the number of Shares multiplied by the difference between the
     Excess Consideration and the Exercise Price.
 
          e. The Shareholder has granted the Stock Option to Acquiror in order
     to induce Acquiror to enter into and consummate the transactions
     contemplated by the Merger Agreement. Acquiror and Merger Sub covenant and
     agree that they will perform their respective obligations under the Merger
     Agreement. The provisions of this Section 4(e) are intended both for the
     benefit of the Shareholder and for the benefit of the Company and may not
     be modified, waived or amended without the consent of the Company.
 
     5. Transfer of the Shares.
 
          a. During the term of this Agreement, the Shareholder will not (i)
     offer to sell, sell, pledge or otherwise dispose of or transfer any
     interest in or encumber with any Lien any of the Shares, (ii) enter into
     any contract, option or other agreement or understanding with respect to
     any transfer of any or all of the Shares or any interest therein; (iii)
     grant any proxy, power-of-attorney or other authorization or consent in or
     with respect to the Shares; (iv) deposit the Shares into a voting trust or
     enter into a voting agreement or arrangement with respect to the Shares; or
     (v) take any other action with respect to the Shares that would in any way
     restrict, limit or interfere with the performance of its obligations
     hereunder.
 
          b. The Shareholder agrees to place the following legend on any and all
     certificates evidencing the Shares:
 
        THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
        TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN TENDER AND
        OPTION AGREEMENT, DATED AS OF MARCH 27, 1998, BY AND BETWEEN DOREL
        INDUSTRIES INC., HORIZON ACQUISITION, INC. AND [                 ]. ANY
        TRANSFER OF SUCH SHARES OF COMMON STOCK IN VIOLATION OF THE TERMS OF
        SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
 
     6. Certain Other Agreements. The Shareholder shall notify Acquiror
immediately if any proposals are received by, any information is requested from,
or any negotiations or discussions are sought to be initiated or continued with
the Shareholder or his attorneys, accountants or other agents (each of such
actions, an "Interest"), in each case in connection with any Acquisition
Proposal indicating, in connection with such notice, the name of the person
indicating such Interest and the terms and conditions of any related proposals
or offers. The Shareholder agrees to cease immediately and cause to be
terminated immediately any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any Acquisition Proposal. In
addition, the Shareholder agrees to keep Acquiror informed, on a current basis,
of the status and terms of any Acquisition Proposal. The Shareholder furthermore
agrees not to, and will use his best efforts to ensure that his attorneys,
accountants and other agents do not, directly or indirectly: (i) initiate,
solicit or encourage, or take any action to facilitate the making of, any offer
or proposal that constitutes or is reasonably likely to lead to any Acquisition
Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal
or (iii) in the event of an unsolicited written proposal in respect of an
Acquisition Proposal, engage in negotiations or discussions with, or provide any
information or data to, any person (other than Acquiror, any of its affiliates
or representatives and except for information that has been previously publicly
disseminated by the Company) relating to any Acquisition Proposal. The
obligations provided for in this Section 6 shall become effective immediately
following the execution and delivery of this Agreement by the parties hereto.
 
     7. Voting of Shares; Grant of Irrevocable Proxy; Appointment of Proxy.
 
          a. The Shareholder hereby agrees that, during the term of this
     Agreement, at any meeting (whether annual or special and whether or not an
     adjourned or postponed meeting) of the holders of Common Stock, however
     called, or in connection with any written consent of the holders of Common
     Stock, the Shareholder will appear at the meeting or otherwise cause the
     Shares to be counted as present thereat for purposes of establishing a
     quorum and vote or consent (or cause to be voted or consented) the Shares
     (i) in favor of the Merger and (ii) against any action or agreement that
     would impede, interfere with or
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<PAGE>   6
 
     prevent the Merger, including any other extraordinary corporate
     transaction, such as a merger, reorganization or liquidation involving the
     Company and a third party or any other proposal of a third party to acquire
     the Company and (iii) if requested by Acquiror, in favor of a shareholder
     resolution proposed by Acquiror in accordance with applicable provisions of
     the Michigan Business Corporation Act (the "MBCA") the purpose of which is
     to cause the Offer and the Merger to be consummated and which does not
     relate to the election of directors.
 
          b. The Shareholder hereby irrevocably grants to, and appoints,
     Acquiror and any nominee thereof, its proxy and attorney-in-fact (with full
     power of substitution) during the term of this Agreement, for and in the
     name, place and stead of the Shareholder, to vote the Shares, or grant a
     consent or approval in respect of the Shares, in connection with any
     meeting of the shareholders of the Company (i) in favor of the Merger and
     (ii) against any action or agreement that would impede, interfere with or
     prevent the Merger, including any other extraordinary corporate
     transaction, such as a merger, reorganization or liquidation involving the
     Company and a third party or any other proposal of a third party to acquire
     the Company.
 
          c. The Shareholder represents that all proxies heretofore given in
     respect of the Shares, if any, are not irrevocable, and hereby revokes all
     such proxies given with respect to the Shares.
 
          d. The Shareholder hereby affirms that the irrevocable proxy set forth
     in this Section 7 is given in connection with the execution of the Merger
     Agreement and that such irrevocable proxy is given to secure the
     performance of the duties of the Shareholder under this Agreement. The
     Shareholder hereby further affirms that the irrevocable proxy set forth in
     this Section 7 is coupled with an interest and is intended to be
     irrevocable in accordance with the provisions of Section 212 of the
     Delaware General Corporation Law and Section 422 of the MBCA.
 
     8. Adjustments. The number and types of securities subject to this
Agreement will be appropriately adjusted in the event of any stock dividends,
stock splits, recapitalization, combinations, exchanges of shares or the like or
any other action that would have the effect of changing the Shareholder's
ownership of the Company's capital stock.
 
     9. Termination. Except as otherwise specifically provided herein, all
obligations under this Agreement will terminate on the earliest of (a) the date
the Merger Agreement is terminated in accordance with its terms or the date the
Offer is terminated by Acquiror or Merger Sub as a result of any failure of a
condition of the Offer; provided, however, that the provisions of Sections 4(a)
shall not terminate until sixty (60) days thereafter (or such later time as
permitted by Section 4(a)) if the Merger Agreement was terminated pursuant to
Section 8.1(c)(i) thereof, (b) the purchase of all the Shares pursuant to the
Offer in accordance with Section 3 or pursuant to the Stock Option, or (c) on
September 30, 1998. The provisions of Section 13 shall survive any termination
of this Agreement.
 
     10. Effectiveness. This Agreement shall not be effective unless and until
the Merger Agreement shall have been approved by the Company's Board of
Directors.
 
     11. Brokerage. Acquiror, Merger Sub and the Shareholder represent and
warrant to the other that the negotiations relevant to this Agreement have been
carried on by Acquiror and Merger Sub, on the one hand, and the Shareholder, on
the other hand, directly with the other, and that there are no claims for
finder's fees or brokerage commissions or other like payments in connection with
this Agreement or the transactions contemplated hereby. Acquiror and Merger Sub,
on the one hand, and Shareholder, on the other hand, will indemnify and hold
harmless the other from and against any and all claims or liabilities for
finder's fees or brokerage commissions or other like payments incurred by reason
of action taken by him, it or any of them, as the case may be.
 
     12. Miscellaneous.
 
          a. Except for the representations and warranties set forth in Section
     1(a) and l(b), all representations and warranties contained herein will
     terminate upon the termination of this Agreement.
 
                                        6
<PAGE>   7
 
          b. Any provisions of this Agreement may be waived at any time by the
     party that is entitled to the benefits thereof. No such waiver, amendment
     or supplement will be effective unless in writing and is signed by the
     party or parties sought to be bound thereby. Any waiver by any party of a
     breach of any provision of this Agreement will not operate as or be
     construed to be a waiver of any other breach of such provisions or of any
     breach of any other provision of this Agreement. The failure of a party to
     insist upon strict adherence to any term of this Agreement or one or more
     sections hereof will not be considered a waiver or deprive that party of
     the right thereafter to insist upon strict adherence to that term or any
     other term of this Agreement.
 
          c. This Agreement contains the entire agreement among the parties in
     respect to the subject matter hereof, and supersedes all prior agreements
     among the parties with respect to such matters. This Agreement may not be
     amended, changed, supplemented, waived or otherwise modified, except upon
     the delivery of a written agreement executed by the parties hereto.
 
          d. This Agreement will be governed by and construed in accordance with
     the laws of the State of Delaware applicable to contracts made and
     performed in that state. Each of the parties hereto acknowledges and agrees
     that in the event of any breach of this Agreement, each non-breaching party
     would be irreparably and immediately harmed and could not be made whole by
     monetary damages. It is accordingly agreed that the parties hereto (i) will
     waive, in any action for specific performance, the defense of adequacy of a
     remedy at law and (ii) will be entitled, in addition to any other remedy to
     which they may be entitled at law or in equity, to compel specific
     performance of this Agreement in any action instituted in any state or
     federal court sitting in Wilmington, Delaware. Capitalized terms used and
     not otherwise defined herein shall have the meanings set forth in the
     Merger Agreement.
 
          e. The descriptive headings contained herein are for convenience and
     reference only and will not affect in any way the meaning or interpretation
     of this Agreement.
 
          f. All communications or notices required or permitted by this
     Agreement shall be in writing and shall be deemed to have been given at the
     earlier of the date personally delivered or sent by telephonic facsimile
     transmission (with a copy via regular mail) or one day after sending via
     nationally recognized overnight courier or five days after deposit in the
     United States mail, certified or registered mail, postage prepaid, return
     receipt requested, and addressed as follows, unless and until any of such
     parties notifies the others in accordance with this Section of a change of
     address:
 
       If to Shareholder to:
        [               ]
        [               ]
        [               ]
        [               ]
        [               ]
       [               ]
 
        with a copy to:
 
       Skadden, Arps, Slate, Meagher & Flom (Illinois)
        333 West Wacker
        Suite 2100
        Chicago, IL 60606
        Telephone: (312) 407-0700
        Telecopy: (312) 407-0411
        Attention: William R. Kunkel, Esq.
 
       If to Acquiror or Merger Sub to:
        [               ]
        [               ]
        [               ]
                                        7
<PAGE>   8
 
       with a copy to:
       [               ]
        [               ]
        [               ]
or to such other address as any party may have furnished to the other parties in
writing in accordance herewith.
 
          g. This Agreement may be executed in any number of counterparts, each
     of which will be deemed to be an original, but all of which together will
     constitute one agreement.
 
          h. This Agreement is binding upon and is solely for the benefit of the
     parties hereto and their respective successors, legal representatives and
     assigns. Neither this Agreement nor any of the rights, interests or
     obligations under this Agreement may be assigned by any of the parties
     hereto without the prior written consent of the other parties.
 
          i. If any term or other provision of this Agreement is determined to
     be invalid, illegal or incapable of being enforced by any rule of law or
     public policy, all other terms and provisions of this Agreement will
     nevertheless remain in full force and effect as long as the economic or
     legal substance of the transactions contemplated hereby is not affected in
     any manner adverse to any party hereto. Upon any such determination that
     any term or other provision is invalid, illegal or incapable of being
     enforced, the parties hereto will negotiate in good faith to modify this
     Agreement so as to effect the original intent of the parties as closely as
     possible in an acceptable manner to the end that the transactions
     contemplated by this Agreement are consummated to the extent possible.
 
          j. All rights, powers and remedies provided under this Agreement or
     otherwise available in respect hereof at law or in equity will be
     cumulative and not alternative, and the exercise of any thereof by either
     party will not preclude the simultaneous or later exercise of any other
     such right, power or remedy by such party.
 
     13. Expenses. Except as provided in Section 4 hereof, all fees and expenses
incurred by any one party hereto shall be borne by the party incurring such fees
and expenses.
 
     14. Further Assurances; Shareholder Capacity.
 
          a. The Shareholder shall, upon request of Acquiror or Merger Sub,
     execute and deliver any additional documents and take such further actions
     as may reasonably be deemed by Acquiror or Merger Sub to be necessary or
     desirable to carry out the provisions hereof and to vest the power to vote
     the Shares as contemplated by Section 7 hereof in Acquiror.
 
          b. Nothing in this Agreement shall be construed to prohibit any
     affiliate of the Shareholder who is a member of the Board of Directors of
     the Company from taking any action solely in his capacity as a member of
     the Board of Directors of the Company to the extent specifically permitted
     by the Merger Agreement or as required by applicable law.
 
                                        8
<PAGE>   9
 
     IN WITNESS WHEREOF, the Acquiror, Merger Sub and the Shareholder have
caused this Agreement to be signed by their respective officers or
representatives thereunto duly authorized, all as of the date first written
above.
 
                                          DOREL INDUSTRIES INC.
 
                                          By:
                                          --------------------------------------
                                            Name:
                                            Title:
 
                                          HORIZON ACQUISITION, INC.
 
                                          By:
                                          --------------------------------------
                                            Name:
                                            Title:
 
                                          --------------------------------------
                                          [          ], as Shareholder
 
                                        9
