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                                                                  EXHIBIT (c)(3)
 
                              ABN AMRO LETTERHEAD
 
November 25, 1997
 
PRIVATE AND STRICTLY CONFIDENTIAL
 
Mr. Martin Schwartz
President and Chief Executive Officer
Dorel Industries
4750 des Grandes Prairies
Montreal, Quebec H1R 1A3
 
Dear Mr. Schwartz:
 
     In connection with your consideration of a possible transaction involving
shares of Ameriwood Industries International corporation (the "Company") in one
or a series of transactions (each, a "Transaction"), the Company and/or its
affiliates, agents, advisors or other representatives (each, a "Company
Representative") is prepared to furnish you with certain confidential and
proprietary information concerning the Company's assets and business provided
that you enter into this Agreement. As a condition to the Company furnishing to
you and your Representatives (as defined herein) the Evaluation Material (as
defined herein) that has not heretofore been made available to the public, you
agree that for a period of two (2) years from the receipt of any Evaluation
material hereunder, you will (i) treat the Evaluation Material furnished to you
by the Company, or the Company's Representatives, at any time in connection with
such transaction, in accordance with the provisions of this Agreement, and (ii)
take or abstain from taking certain other actions herein set forth. In
consideration of the opportunity to review any such information provided by or
on behalf of the Company, you agree as follows:
 
     1. You hereby agree to treat confidentially any information furnished to
you by the Company or a Company Representative (collectively, the "Evaluation
Material"). As used herein, the term "Evaluation Material" refers to any and all
data, reports, analyses, compilations, studies, projections, forecasts, records
and all other financial, technical, commercial or other information concerning
the business and affairs of the Company (whether prepared by the Company, its
advisors or otherwise) that may be provided to you, irrespective of the form of
the communications, by or on behalf of the Company. The term "Evaluation
Material" also includes all analyses, compilations, studies or other material
prepared by you or your partners, directors, employees, agents, advisors,
representatives of your advisors and any commercial or investment banks
participating in the financing of any transaction (collectively, your
"Representatives") containing or based on in whole or in part, any information
furnished by the Company or any of its representatives. The term "Evaluation
Material" does not include information which (i) is already in your or your
Representative's possession, provided that such information is not known by you
or your Representatives to be the subject of another confidentiality agreement
with, or other obligation of secrecy to, the Company, (ii) becomes generally
available to the public other than as a result of a disclosure by you or your
Representatives in violation of this Agreement, or (iii) becomes available to
you or your Representatives from a source other than the Company or its
Representatives, provided that such sources is not known by you or the party
receiving such information to be bound by a confidentiality agreement with, or
other obligation of secrecy to, the Company which would prohibit such source
from making such information available to the party receiving the same.
 
     2. You agree to use the Evaluation Material only for the purpose of
evaluating a Transaction and you will not use the Evaluation Material in any
other way (including buy not limited to direct or indirect disclosure to any
third parties); provided, however, that you may disclose any Evaluation Material
to your Representatives
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who need to know such information for the sole purpose of evaluating a
Transaction (provided that they shall be informed by you of the confidential
nature of such information and the prior to any such disclosure such
Representative shall agree to be bound by this Agreement). You agree to be
responsible for any breach of this Agreement by any of your Representatives. You
also agree that all communications by you and your Representatives shall be
through representatives of ABN AMRO Chicago Corporation ("AACC"). Under no
circumstances shall the Company be contacted directly.
 
     3. If you are advised by your counsel that facts (a) disclosed in the
Evaluation Material or (b) not permitted to be disclosed pursuant to provisions
provided within this Agreement, must be disclosed in accordance with applicable
law or legal process, including disclosures necessary for you to comply with the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the rules
and regulations thereunder, including any disclosures required to be made in
accordance with Schedule 13(d) of the Exchange Act, such disclosures shall
contain only those disclosures which you are legally compelled to disclose and
shall be made at the latest time practicable consistent, in the opinion of your
counsel, with your obligations under the Exchange Act; and provided that any
disclosure required to be made by law or legal process shall first be disclosed
to the Company in the form proposed to be otherwise disclosed at least one
business day prior to making such disclosure and you shall cooperate with the
Company in order that the necessary disclosures may be made in a manner
minimizing any risk to the Company and its business.
 
     4. If at any time when the Evaluation Material is in your possession or in
the possession of your Representatives such information is subpoenaed or demand
for production is made by any other form of legal process by any court,
administrative or legislative body, or any other person or entity purporting to
have authority to subpoena or demand the Evaluation Material, the person to whom
the subpoena or demand (including the delivery of a copy thereof) to the Company
(to the attention of its President and Chief Executive Officer) within a
reasonable time prior to the time when production of the Evaluation Material is
requested by subpoena or demand. In any event, the party to whom the subpoena or
demand is directed shall request the person or entity propounding the subpoena
or demand to give the Company a reasonable amount of time to object to such
production. In the event that a protective order or other remedy is not
obtained, or that the Company waives compliance with the provisions hereof, you
agree to furnish only the portion of the Evaluation Material which you are
advised by written opinion of your counsel is legally required and to use every
reasonable effort to obtain assurance that confidential treatment will be
accorded such Evaluation Material.
 
     5. For a period of three years from the date hereof you and your affiliates
(as defined in Rule 12(b)(2) under the "Exchange Act") will not (and you and
they will not assist or encourages other to), directly or indirectly, unless
specifically authorized in writing in advance by the Company:
 
          (i) acquire or agree, offer, seek or propose to acquire ownership
     (including, but not limited to, beneficial ownership as defined in Rule
     13d-3 under the Exchange Act) of any of the Company's assets or businesses
     or any securities issued by the Company, or any rights or options to
     acquire such ownership (including from a third party), including, but not
     limited to, purchasing any such assets, businesses or securities in the
     public marketplace or privately;
 
          (ii) participate in any solicitation of proxies or become a
     participant in any election contest with respect to the Company;
 
          (iii) form, join or in any way participate in a "group" (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting
     securities of the Company;
 
          (iv) otherwise act, alone or in concert with others, to seek or offer
     to control or influence, in any manner, the management, Board of Directors
     or policies of the Company; or
 
          (v) enter into any discussions, negotiations, arrangements or
     understandings with any third party with respect to any of the foregoing.
 
For a period of three years after the date hereof, unless such shall have been
specifically invited in writing by the Company, you will not, and will cause
each of your affiliates not to, directly or indirectly, seek or offer to
 
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negotiate with or make any statement or proposal to the Company, its
Representatives or any stockholder of the Company, or otherwise make any public
announcement with respect to (i) any form of business combination or transaction
involving the Company, (ii) any form of restructuring, recapitalization or
similar transaction with respect to the Company, (iii) any request to amend,
waive or terminate the provisions of this Agreement or (iv) any proposal or
other statement inconsistent with the terms of this letter Agreement.
 
Notwithstanding the last sentence of the previous paragraph, if (a) the Board of
Directors of the Company approves a transaction with any person (other than the
Company or any employee benefit plans of the Company), and (b) such transaction
would result in such person beneficially owning more than 50% of the outstanding
equity securities or all or substantially all of the assets of the Company, then
you shall be permitted to seek or offer to negotiate with or make a statement or
proposal to the Company or its Representatives to acquire more than 50% of the
outstanding equity securities of the Company or all or substantially all of the
assets of the Company, provided that the offer is at a price and on terms that
are financially superior to the price and terms of the transaction proposed by
such person.
 
     6. You shall not make any public disclosure concerning the subject matter
of this Agreement or of your consideration of a Transaction, including that
Evaluation Material has been made available to you or that you are having or
have had discussions with the Company or any stockholder thereof or that the
Company or any stockholder thereof may consider a possible Transaction;
provided, however, that you may make such disclosure if you have received the
written opinion of your outside counsel addressed to you and to the Company that
such disclosure must be made by you in order that you not commit a violation of
applicable law, and you advise the Company of your obligation to make such
disclosure, and provide the Company with a copy of the opinion of counsel, the
proposed disclosure and an opportunity to discuss such disclosure with you and
your counsel as early as practicable prior to any such disclosure.
 
     7. You acknowledge and agree that (a) the Company and its Representatives
are free to conduct the process leading up to a possible business arrangement as
the Company and its Representatives, in their sole discretion, determine
(including, without limitation, by negotiating with any prospective buyer and
entering into a preliminary or definitive agreement without prior notice to you
or any other person), (b) the Company reserves the right, in its sole
discretion, to change the procedures relating to its consideration of a business
arrangement at any time without prior notice to you or any other person, to
reject any and all proposals made by you and any of your Representatives with
regard to any business arrangement, and to terminate discussions and
negotiations with you at any time and for any reason and (c) unless and until a
written definitive agreement concerning a business arrangement has been
executed, neither the Company nor any of its Representatives will have any
liability to you with respect to any business arrangement, whether by virtue of
this Agreement, any other written or oral expression with respective to any
business arrangement or otherwise.
 
     8. If you determine that you do not wish to proceed with a Transaction, you
will promptly advise the Company of that decision. The Company may elect at any
time in its sole discretion to terminate further access by you to Evaluation
Material, and you agree that, upon any such termination or upon our request or
upon your decision not to proceed with a Transaction, you will promptly (and in
any case within 14 days of the Company's request) return to us all copies of the
Evaluation Material and will destroy or cause to be destroyed all copies,
reproductions, summaries, analyses, and extracts thereof and all memoranda,
notes and other writings prepared by you or your Representatives based on the
Evaluation Material. No such transaction will affect your obligations hereunder
or those of your Representatives, all of which obligations shall continue in
effect. You agree not to make copies of the Evaluation Material except as
necessary to assist you in your consideration of a Transaction.
 
     9. From and after the date of this Agreement and continuing for a period of
eighteen months thereafter, you and your Representatives agree that you shall
not, directly or indirectly, solicit to employ (whether as an employee, officer,
director, agent, consultant or independent contractor) any person who is now
employed by the Company. The term "solicit for employment" includes any
communication (written, telephone or oral) from or initiated by you or your
Representatives, or any search or other recruitment entity or person employed by
you, to any employee of the other party (except any such communication directly
in response to a written, telephonic or other contact initiated by such
employee) but does not include advertising to fill one or more
 
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positions in any newspaper of general circulation or industry publication on a
basis consistent with past practice.
 
     10. Anything in this Agreement to the contrary notwithstanding, and without
prejudice to the generality of any provision of this Agreement, you agree that
you will not use the Evaluation Material to obtain any commercial or financial
benefit or for any purpose detrimental to the Company and its stockholders,
unless specifically authorized in writing in advance by the Company.
 
     11. You agree that the Company may suffer immediate and irreparable harm in
the event of any breach by you or your Representatives of any of your or their
obligations under this Agreement, and accordingly, that money damages would not
be a sufficient remedy for any breach of this Agreement by you or your
Representatives, and that in addition to all other remedies available to the
Company, the Company shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach, and you further agree to
waive any requirement for the securing or posting of any bond in connection with
such remedy. The prevailing party shall be entitled to recover its costs and
expenses, including reasonable attorneys' fees.
 
     12. You hereby acknowledge that you are aware, and that you will advise
each of your Representatives who are aware of the matters which are the subject
of this Agreement, that the United States securities laws prohibit any person
who has received from an issuer material, non-public information concerning the
matters which are the subject of this letter from purchasing or selling
securities of such issuer or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
 
     13. The Company and AACC make no representation or warranty as to the
accuracy or completeness of the Evaluation Material. Neither the Company nor any
of its Representatives shall be subject to any liability resulting from the use
of the Evaluation Material by you or your Representatives. Only those
representations and warranties that are made in a definitive agreement relating
to a Transaction, when, as, and if it is executed, and subject to such
qualifications, limitations and restrictions as may be specified in such
agreement, will have legal effect. You also acknowledge that to the extent the
Evaluation material consists of financial projections, such projections may be
based upon a number of assumptions and no assurance is given that such
assumptions are correct or that such projections will be realized. Finally, the
Company is under no duty or obligation to provide you or your Representatives
with access to any information, and nothing herein is intended to impose any
such obligation upon the Company or the Company Representatives.
 
     14. You hereby represent that, as of the date hereof, you and your
affiliates and associates and any other person or entity with whom you are
acting in connection with in this matter or with whom you have formed a "group"
within the meaning of Section 13(d)(3) of the Exchange Act do not beneficially
own any shares of Common Stock of the Company.
 
     15. This Agreement may be executed in one or more counterparts, each of
which shall, for all purposes, be deemed an original and all such counterparts,
taken together, shall constitute one and the same agreement, even though all of
the parties may not have executed the same counterpart of this Agreement.
 
     16. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Michigan, without giving effect to its
conflict laws, principles or rules. This Agreement shall be binding on you and
your Representatives for a period of three years from the date hereof.
 
     17. The use of the words "you" and "your" herein shall be deemed to include
both the individual and the entity to whom this Agreement is addressed.
 
     18. This Agreement shall not supersede but shall be a supplement to the
letter agreement previously executed by you and ABN AMRO Chicago Corporation, on
the Company's behalf, on November 12, 1997 with respect to preliminary
discussions regarding a Transaction.
 
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If you are in agreement with the foregoing, please so indicate by signing and
returning one copy of this Agreement, which will constitute your binding
agreement with the Company with respect to the matters set forth herein.
 
                                          Sincerely,
 
                                          ABN AMRO CHICAGO CORPORATION
                                          on behalf of AMERIWOOD INDUSTRIES
                                          INTERNATIONAL CORPORATION
 
                                          By:   /s/M.S.A. BECK
 
AGREED:
 
DOREL INDUSTRIES
 
By:   /s/MARTIN SCHWARTZ
 
dated: November 25, 1997
 
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