EXHIBIT 2(b)


                         COMMON STOCK PURCHASE AGREEMENT

                  THIS AGREEMENT is made and entered into as of March 12, 2002,
between Sutter Opportunity Fund 2, LLC (the "Buyer") and Firebrand Financial
Group, Inc. (the "Seller"). The Buyer and Seller are referred to collectively
herein as the "Parties".

                  The Seller owns shares of common stock, par value $0.0001 per
share (the "Common Stock"), of Shochet Holding Corp., a Delaware corporation
(the "Company"), and the Seller desires to sell certain of such shares to the
Buyer, and the Buyer desires to purchase such shares from the Seller pursuant to
the terms and conditions of this Agreement.

                  NOW, THEREFORE, the Parties hereto agree as follows:

1.       Purchase and Sale of Company Shares.

     (a) Basic Transaction. At the Closing and upon the terms and conditions set
forth in this  Agreement,  the Seller  shall  sell,  transfer  and assign to the
Buyer, and the Buyer shall purchase from the Seller,  all of the Seller's right,
title and  interest  in and to the  number  of shares of Common  Stock set forth
opposite the Seller's name on Schedule I hereto (the "Shares") free and clear of
all security interests, claims, liens, pledges, options, encumbrances,  charges,
agreements,  voting  trusts,  proxies  and other  arrangements  or  restrictions
whatsoever  other than  restrictions  under  Federal and state  securities  laws
("Encumbrances").

     (b)  Preliminary  Purchase  Price  and  Payment.  Subject  to the terms and
conditions of this Agreement, at the Closing, the Seller shall sell to the Buyer
the  Shares  in  exchange  for  an  aggregate  amount  equal  to  $727,400  (the
"Preliminary Purchase Price").

     (c) Closing.  The closing of the purchase and sale of the Shares  hereunder
(the  "Closing")  shall take place at the  offices of  Kirkland & Ellis at 10:00
a.m.  on March 28,  2002,  or at such  other  place or on such  other date as is
mutually  agreeable  to the Buyer and the Seller (the  "Closing  Date").  At the
Closing,  subject  to the  satisfaction  or  waiver  of each  of the  conditions
specified in Section 2 below:

          (i)  The Seller shall deliver to the Buyer certificate(s) representing
          the Shares free and clear of all Encumbrances, duly endorsed in blank
          for transfer or accompanied by stock powers duly executed in blank.

          (ii) The Buyer shall pay to the Seller an aggregate amount equal to
          (A) the Preliminary Purchase Price, less (B) the Escrow Amount, by
          wire transfer of immediately available funds to one or more accounts
          as designated by the Seller.

          (iii) The Buyer shall pay an amount equal to $145,480 (the "Escrow
          Amount") to an escrow agent mutually acceptable to the Buyer and
          Seller (the "Escrow Agent") pursuant to the Escrow Agreement, by wire
          transfer of immediately available funds.


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          (iv) The closing certificates and other documents and agreements
          required to be delivered pursuant to this Agreement with respect to
          the Closing will be exchanged.

     (d) Adjustment to Preliminary  Purchase  Price.  The  Preliminary  Purchase
Price will be adjusted as follows:

          (i)  If the Actual Cash Amount exceeds the Estimated Cash Amount, the
          Buyer shall pay to the Seller an amount equal to such excess
          multiplied by the Adjustment Factor by wire transfer or delivery of
          other immediately available funds within five Business Days after the
          Audit Date;

          (ii) If the Actual Cash Amount is less than the Estimated Cash Amount,
          the Seller shall pay or cause the Escrow Agent to pay to the Buyer an
          amount equal to such deficiency multiplied by the Adjustment Factor by
          wire transfer or delivery of other immediately available funds within
          five Business Days after the Audit Date;

          (iii) The Seller shall pay to the Buyer 56.45% of all costs, fees and
          expenses of any kind (including any penalties) arising from or related
          to the Accountant's preparation and filing of all the Company's and
          its Subsidiaries' unfiled state and federal tax returns for all
          periods prior to January 1, 2002; and

          (iv) The Seller shall pay, on a dollar for dollar basis, all costs,
          fees, expenses or payments incurred or paid by the Company or any of
          its Subsidiaries to any director or executive officer (other than
          Arnold Roseman) of the Company or its Subsidiaries, to the extent such
          costs, fees, expenses or payments were made or incurred from January
          31, 2002 through the Closing Date.

The Preliminary Purchase Price as so adjusted is referred to herein as the
"Purchase Price".

2.       Closing Conditions.

     (a) Mutual Conditions.  The obligation of the Seller to sell,  transfer and
assign the Shares to be sold to the Buyer  hereunder  is subject to the  Seller,
Buyer and Escrow Agent having  executed and delivered an escrow  agreement  (the
"Escrow  Agreement") in substantially the form attached hereto as Exhibit A, and
such  Escrow  Agreement  shall be in full force and effect as of the Closing and
shall be used to make payments to the Buyer in connection  with (i)  adjustments
made  to  the  Purchase  Price  pursuant  to  Section  1(d)  and  (ii)  Seller's
indemnification obligations as set forth in Section 7(b).

     (b)  Conditions to Seller's  Obligations.  The  obligation of the Seller to
sell,  transfer  and  assign  the  Shares to be sold to the Buyer  hereunder  is
subject to the satisfaction of the following conditions as of the Closing:

          (i) the representations and warranties contained in Section 5 hereof
          shall be, with respect to those representations and warranties
          qualified by any materiality standard, true and correct in all
          respects as of the Closing Date, and with respect to all other
          representations and warranties, true and correct in all material

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<PAGE>

          respects at and as of the Closing Date as though then made, except to
          the extent of changes caused by the transactions expressly
          contemplated herein;

          (ii) the Buyer shall have delivered to Seller a certificate of an
          officer of the Buyer, dated as of the Closing Date, stating that the
          conditions specified in Section 2(b)(i) have been satisfied;

          (iii) Schedule 14(f) shall have been filed by the Company with the SEC
          and mailed to its stockholders at least 10 days prior to the Closing
          Date; and

          (iv) the Seller shall have received a copy of the Escrow Agreement
          executed by Buyer and the Escrow Agent.

     (c)  Conditions  to Buyer's  Obligations.  The  obligation  of the Buyer to
purchase  the  Shares  from the Seller is  subject  to the  satisfaction  of the
following conditions as of the Closing:

          (i)  the representations and warranties contained in Section 4 shall
          be, with respect to those representations and warranties qualified by
          any materiality standard, true and correct in all respects as of the
          Closing Date, and with respect to all other representations and
          warranties, true and correct in all material respects at and as of the
          Closing Date as though then made, except to the extent of changes
          caused by the transactions expressly contemplated herein;

          (ii) the Seller shall have caused the Company to have made all filings
          and obtained all permits, authorizations, consents and approvals
          required to be obtained by the Company to consummate the transactions
          contemplated by this Agreement as set forth on Schedule 4(b);

          (iii) the Buyer shall have obtained an opinion of Seller's counsel
          regarding the exemption from registration under the Securities Act of
          1933 with respect to the transfer of the Shares from the Seller to the
          Buyer or a written waiver by the Company of all opinion delivery
          requirements imposed by any legend on the certificates representing
          the Shares;

          (iv) the Buyer shall have received the resignations, effective as of
          the Closing, of each director and officer (other than Arnold Roseman)
          of the Company and each Subsidiary of the Company;

          (v)  the Seller shall have caused William G. Knuff, III and Robert E.
          Dixon to have been nominated as directors of the Company;

          (vi) the Buyer shall have received evidence reasonably satisfactory to
          Buyer that the Company has caused each of its Subsidiaries that is a
          broker-dealer and/or investment advisor to terminate such
          Subsidiaries' status as a broker-dealer and/or independent advisor in
          each state or jurisdiction in which such Subsidiary is registered as
          such;

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<PAGE>

          (vii) the Buyer shall have received from the Seller, at least 15 days
          prior to the Closing, copies of any correspondence or comments from
          the NASD or any state, federal and local governments (and all agencies
          thereof) with respect to any complaint or investigation of Shochet
          Securities, Shochet Investment Advisors Corp. or any other Subsidiary
          of the Company referred to in the Schedules and all other
          correspondence or comments received after the date of this Agreement;

          (viii) the Buyer shall have received evidence reasonably satisfactory
          to Buyer that (A) Shochet Securities, Inc. has paid to Seller an
          aggregate amount equal to $44,109.00, such amount representing all
          amounts due under the Intercompany Services Agreement and (B) the
          Intercompany Services Agreement has been terminated and neither the
          Company nor any of its Subsidiaries owes any Person any amount
          thereunder;

          (ix) the Buyer shall have received the Engagement Letter;

          (x) each employment agreement (other than the employment agreement of
          Arnold Roseman) between the (i) Company and a Company employee and
          (ii) a Subsidiary of the Company and an employee of such Subsidiary,
          including without limitation, the employment agreements of Roger
          Gladstone, David Greenberg and Andrew Lockwood shall have been
         terminated on terms satisfactory to Buyer;

          (xi) the Seller shall have caused the Company to deliver to Buyer
          documents, reasonably satisfactory to Buyer (i) evidencing the
          Estimated Cash Amount and (ii) that will serve to remove as of the
          Closing, all signatories to the Company Cash Accounts immediately
          prior to the Closing as of the date hereof and replace such
          signatories with Robert E. Dixon and William G. Knuff, III;

          (xii) the Seller shall have caused the Company to transfer to the
          Company's new directors all documents, books, records (including tax
          records), agreements, and financial data of the Company; provided that
          Seller shall not have to deliver such documents, books, records
          agreements and financial data to a place other than the property
          described in the Boca Lease;

          (xiii) the Buyer shall have received evidence reasonably satisfactory
          to the Buyer that any account (other than the accounts set forth on
          Schedule 4(j)) of a broker-dealer and/or investment advisor customer
          of the Company or its Subsidiaries has been terminated;

          (xiv) since the date hereof, there shall have been no fact, event or
          circumstance which would reasonably be expected to have a Material
          Adverse Effect;

          (xv) the Seller shall have delivered to the Buyer a certificate of an
          officer of the Seller, dated as of the Closing Date, stating that the
          conditions specified in Section 2(c)(i) and (xiv) have been satisfied;

          (xvi) the Buyer shall have received a copy of Schedule 14(f) and
          evidence that such Schedule 14(f) was filed with the SEC and mailed to
          the Company's shareholders at least 10 days prior to the Closing Date;


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<PAGE>

          (xvii)the Buyer shall have a received copy of the Escrow Agreement
          executed by Seller and the Escrow Agent.

3.       Pre-Closing Covenants. Each of the Buyer and the Seller hereto agrees
as follows with respect to the period between the date of this Agreement and the
Closing:

     (a)  General.  Each  of the  parties  hereto  shall  use  its  commercially
reasonable best efforts,  in good faith, to take all action and to do all things
necessary,  proper or advisable in order to  consummate  and make  effective the
transactions  contemplated by this Agreement  (including  satisfaction,  but not
waiver,  of the  conditions  set  forth in  Section 2 above  and  execution  and
delivery of the agreements and  instruments  contemplated  hereby to be executed
and delivered at the Closing).

     (b) Notices of Certain  Events.  The Seller shall promptly notify the Buyer
of:

          (i) any written notice or other written communication received by the
          Seller from any Person alleging that the consent of such Person is or
          may be required in connection with the transactions contemplated by
          this Agreement;

          (ii) any written notice or other written communication received by the
          Seller from any governmental entity either in connection with the
          transactions contemplated by this Agreement or related to the
          Company's or its Subsidiaries' status as a broker-dealer or investment
          advisor; and

          (iii) any change or event (i) having or which would reasonably be
          expected to have a Material Adverse Effect on the Company, or
          (ii) impairing the ability of the Seller to consummate the
          transactions contemplated hereby.

     (c)  Operation of Business.  The Seller shall use its best efforts to cause
the Company to (i) take all actions  required to assure that the Company and its
Subsidiaries remain duly organized,  validly existing and in good standing under
the laws of the jurisdiction of its  incorporation  or formation,  (ii) take all
actions  required to assure that the Company and its  Subsidiaries  maintain and
comply  with  all  requisite  governmental  authority  (and  agencies  thereof),
licenses,  permits and reporting requirements necessary to conduct its business,
(iii) take all actions  required to assure that the Company and its Subsidiaries
comply with their  organizational  documents,  (iv) take all actions required to
assure  that  the  Company  and its  Subsidiaries  comply  with  their  material
obligations, other than those material obligations that arise out of the matters
listed on  Schedule  4(f),  (v)  conduct  the  business  of the  Company and its
Subsidiaries  in  compliance  with all  applicable  laws,  and (vi)  conduct the
business  of the  Company  and  its  Subsidiaries  substantially  in the  manner
conducted on the date hereof.

     (d)   Exclusivity.   Neither   the  Seller   nor  any  of  its   respective
representatives,  officers,  directors,  agents, stockholders or Affiliates (all
such  Persons,  the  "Seller  Group")  shall  directly or  indirectly  initiate,
solicit,  entertain,  negotiate,  accept or discuss  any  proposal  or offer (an
"Acquisition  Proposal")  to acquire  all or any of the  Shares (a "Third  Party
Acquisition"),  or  provide  any  nonpublic  information  to any third  party in
connection with an Acquisition  Proposal or a Third Party Acquisition,  or enter
into any  agreement,  arrangement  or  understanding  requiring  the  Seller  to
abandon,  terminate or fail to consummate the transactions  contemplated hereby.

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<PAGE>

The Seller represents that no member of the Seller Group is party to or bound by
any  agreement  with  respect  to  an  Acquisition  Proposal  or a  Third  Party
Acquisition  other than under this  Agreement and the Seller has  terminated all
discussions  with third  parties  (other than the Buyer)  regarding  Acquisition
Proposals or Third Party Acquisitions.

     (e)  Schedule  14(f).  The Seller  shall use its best  efforts to cause the
Company to prepare,  file and mail Schedule 14(f) no later than 10 days prior to
the Closing and the Buyer shall provided Seller with such information reasonably
requested by Seller for the preparation of such schedule.

     (f) Employment Agreements. The Seller shall have caused the Company and its
Subsidiaries  to terminate,  on terms  satisfactory  to Buyer,  each  employment
agreement  (other  than the oral  employment  agreement  between the Company and
Arnold  Roseman,  the terms of which shall be documented  in a letter  agreement
dated as of the  Closing  Date),  whether  written or oral,  between the Company
and/or its Subsidiaries and any Person.

     (g) Intercompany  Services Agreement.  The Seller shall have (i) terminated
the Intercompany  Services  Agreement and (ii) caused the Company to have caused
Shochet  Securities,  Inc.,  and not the Company,  to pay to Seller an aggregate
amount  equal to  $44,109.00,  such amount  representing  all amounts due Seller
under the Intercompany Services Agreement.

4.       Representations and Warranties of Seller. The Seller hereby represents
and warrants to the Buyer that the  statements  contained in this Section 4
are correct and  complete as of the date hereof and will be correct and complete
as of the Closing  Date (as though made then and as though the Closing Date were
substituted  for the date of this  Agreement  throughout  this  Section  4) with
respect to himself, herself or itself.

     (a)  Ownership.  All of the  Shares  set forth  opposite  Seller's  name on
Schedule I attached  hereto are owned of record and  beneficially by the Seller,
and the Seller has good and marketable  title to such Shares,  free and clear of
all  Encumbrances.  All of  the  Shares  are  validly  issued,  fully  paid  and
nonassessable.  Other than the Shares and an additional  52,785 shares of Common
Stock held by the Seller,  the Seller owns no other shares of the capital  stock
of the Company or rights to acquire any such shares. At the Closing,  the Seller
shall  transfer to the Buyer good and marketable  title to the Shares,  free and
clear of all Encumbrances.

     (b) Authorization;  No Breach.  The execution,  delivery and performance of
this Agreement and all other agreements and instruments  contemplated  hereby to
which the Seller is a party have been duly authorized by all necessary action on
the  part  of the  Seller.  This  Agreement  constitutes  a  valid  and  binding
obligation of the Seller,  enforceable in accordance  with its terms.  Except as
set forth on Schedule  4(b) attached  hereto,  the execution and delivery by the
Seller of this Agreement and all other  agreements and instruments  contemplated
hereby to which the Seller is a party,  and the  fulfillment  of and  compliance
with the  respective  terms  hereof and thereof by the Seller does not and shall
not (i)  conflict  with or  result  in a  breach  of the  terms,  conditions  or
provisions  of, (ii)  constitute a default  under  (whether  with or without the
passage of time, the giving of notice or both),  (iii) result in the creation of
any Encumbrance upon the Shares pursuant to, (iv) give any third party the right
to  modify,  terminate  or  accelerate  any  obligation  under,  (v) result in a

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<PAGE>

violation of, or (vi) require any authorization, consent, approval, exemption or
other action by or notice or declaration  to, or filing with, any third party or
any government  entity pursuant to, (A) the articles of  incorporation or bylaws
of the Company,  or, to Seller's  Knowledge,  (B) any law or regulation to which
the Company or any of its  subsidiaries  is subject,  or any order,  judgment or
decree or (C) any  material  agreement  or  instrument  to which the  Company is
subject.

     (c) Not Party in Interest. The Seller is not a "party in interest" (as that
term is defined in section 3(14) of the Employee  Retirement Income Security Act
of 1974) with respect to Buyer.

     (d)  Disclosures.  The Buyer  has  received  from the  Seller a copy of the
Company's  Financial  Statements,  and except as set forth on Schedule  4(f) and
Schedule 4(g)  attached  hereto or incurred as a continuing  expense  associated
with its  operations as a holding  company,  Seller is not aware of any material
adverse  change  in  the  financial   condition,   operating  results,   assets,
liabilities,  operations  or  businesses  of the  Company  since the date of the
Financial Statements.

     (e)  Capitalization.  As of the date hereof, the entire authorized stock of
the  Company  consists  of (i)  15,000,000  shares  of  Common  Stock,  of which
2,150,000  is issued and  outstanding  and (ii)  1,000,000  shares of  preferred
stock,  par value $0.0001 per share (the  "Preferred  Stock"),  of which none is
issued and outstanding.  Other than the Common Stock and Preferred Stock,  there
are no other  classes or series of stock of the  Company,  and other than as set
forth on Schedule 4(e) attached  hereto,  there are no outstanding or authorized
options,  warrants,  purchase rights,  subscription  rights,  conversion rights,
exchange  rights,  or other  contracts  or  commitments  that could  require the
Company to issue,  sell,  or otherwise  cause to become  outstanding  any of its
capital  stock.  There are no outstanding  or authorized  appreciation,  phantom
stock, profit participation, or similar rights with respect to the Company.

     (f) Undisclosed Liabilities.  Except as set forth on Schedule 4(f) attached
hereto,  neither  the  Company  nor any of its  Subsidiaries  have any  material
Liability  (and to  Seller's  Knowledge,  there is no Basis for any  present  or
future action, suit,  proceeding,  hearing,  investigation,  charge,  complaint,
claim,  or demand against any of them giving rise to any  Liability)  except for
Liabilities  set forth on the face of the Recent  Balance Sheets (rather than in
any notes thereto), other than Liabilities incurred after the date of the Recent
Balance  Sheets in the Ordinary  Course of Business (none of which results from,
arises out of,  relates  to, is in the nature of, or was caused by any breach of
contract,  breach of warranty,  tort,  infringement,  or violation of law and is
material).

     (g) Legal  Compliance.  To  Seller's  Knowledge  and except as set forth on
Schedule 4(g) attached hereto, the Company and its Subsidiaries have complied in
all material  respects with all applicable laws (including  rules,  regulations,
codes, plans,  injunctions,  judgments,  orders,  decrees,  rulings, and charges
thereunder) of federal,  state,  local,  foreign  governments  (and all agencies
thereof)  and self  regulatory  agencies,  the  non-compliance  of  which  would
reasonably  be expected to have a Material  Adverse  Effect,  and as of the date
hereof,  there  is  no  decree,  judgment,  order,   investigation,   regulatory
examination, claim or litigation at law or in equity, no arbitration proceeding,

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and no proceeding  before or by any judicial  authority,  commission,  agency or
other  administrative  or  regulatory  body or  authority,  pending  or,  to the
Seller's  knowledge,  threatened,  to which the Company is a party or  otherwise
relating to the business of the Company or its Subsidiaries.

     (h) Reporting Requirements.  To Seller's Knowledge, the Company and each of
its Subsidiaries have filed all reports, filings,  statements or other documents
required  under the  Securities  Act of 1933,  Securities  Exchange Act of 1934,
rules of the NASD and  Investment  Advisers Act of 1940,  the failure to file of
which would  reasonably be expected to have a Material  Adverse  Effect,  and no
such  reports,  filings,  statements or other  documents  contained any material
misstatement or omissions.

     (i) Broker's  Fee.  Neither the Seller nor the Company has any Liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement.

     (j)  Customers.  Other than the 10  customers  set forth on  Schedule  4(j)
attached  hereto,  neither  the  Company  nor  any of its  Subsidiaries  has any
broker-dealer and/or investment advisor customers.

     (k) No Material Misstatements.  No representation or warranty by the Seller
in this Agreement  (including the Schedules  hereto) or in any written statement
or  certificate  which  furnished  by the Seller to the Buyer  pursuant  to this
Agreement  contains any untrue  statement of a material fact or omits to state a
material fact necessary to make the statements made not  misleading.  The Seller
is not aware of any  material  fact  relating  to the  Shares,  the  transaction
contemplated by this Agreement or the Company that has not been disclosed by the
Seller to the Buyer.

     (l) Affiliate  Transactions.  Except as set forth on Schedule 4(l) attached
hereto, and described in the Company's periodic reports filed with the SEC under
the  Securities  Exchange  Act  of  1934,  neither  the  Seller  nor  any of its
Affiliates has been involved in any business  arrangement or  relationship  with
the  Company or its  Subsidiaries  within the past 12 months,  and  neither  the
Seller nor any of its Affiliates owns any asset,  tangible or intangible,  which
is used in the business of the Company.

     (m) Shochet  Leases.  The Boca Lease and the Shochet Leases  constitute all
the leases, subleases and other occupancy agreements,  including all amendments,
extensions and other modifications  ("Leases") for real property to which either
the Company and its  Subsidiaries is a party,  and other than the Boca Lease and
the Shochet Leases identified as Tamarack,  Delray,  South Miami and Weston, the
obligations of the Company or its  Subsidiary  under each of its Leases has been
breached  (see  Schedule  4(f)  attached  hereto)  and an event of  default  has
occurred.  The Company and/or its Subsidiaries  has reached  agreements with the
landlords of Tamarack,  Delray, South Miami and Westin to terminate these leases
and the Company and its Subsidiaries has no further liability thereunder.

5.       Representations and Warranties of Buyer. The Buyer hereby represents
and warrants to the Seller that the statements  contained in this Section 5
are correct and  complete as of the date hereof and will be correct and complete

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as of the Closing  Date (as though made then and as though the Closing Date were
substituted  for the date of this  Agreement  throughout  this  Section  5) with
respect to himself, herself or itself:

     (a)  Authorization.  The execution and  performance  of this Agreement have
been duly authorized by all necessary  action on the part of the Buyer, and this
Agreement  when  executed  and  delivered  shall  constitute a valid and legally
binding obligation of the Buyer, enforceable in accordance with its terms.

     (b)  Investment  Representations.  The Buyer is  purchasing  the Shares for
investment  purposes and is not  purchasing the Shares with a view to the public
sale or distribution of any part thereof,  and Buyer has no present intention of
selling,  granting  participation  in, or otherwise  distributing  the Shares in
violation  of any  federal or state  securities  laws.  The Buyer has been given
access to all  information  regarding the Company that it has requested from the
Seller.  The Buyer is capable of  evaluating  and has  evaluated  the merits and
risks of its purchase of the Shares and is able to bear the economic risk of its
investment in the Shares.  The Buyer  recognizes  that it must bear the economic
risk  of the  investment  represented  by its  purchase  of  the  Shares  for an
indefinite  period.  The  Buyer  understands  that  the  Shares  have  not  been
registered  under the  Securities Act of 1933, as amended from time to time (the
"Act") on the  basis  that the sale  provided  for in this  Agreement  is exempt
pursuant  to  Sections  4(1) and 4(2)  (and the  so-called  Section  "4(1  1/2)"
exemption) of the Act and that the reliance of the Seller on such  exemptions is
predicated upon Buyer's representations set forth herein.

     (c) Schedule  14(f).  With respect to Schedule  14(f),  all the information
provided to Seller  pursuant to Section 3(e) is true and correct in all material
respects.

6.       Post-closing Covenants. The Parties agree as follows with respect to
the period following the closing.

     (a)  General.  In case at any time after the Closing any further  action is
necessary or desirable to carry out the purposes of this Agreement,  each of the
Parties will take such further  action  (including the execution and delivery of
such  further  instruments  and  documents)  as any other Party  reasonably  may
request,  all at the sole cost and expense of the  requesting  Party (unless the
requesting Party is entitled to  indemnification  therefor under Section 7). The
Seller  and Buyer  acknowledge  and agree  that from and after the  Closing  the
Company's  new  officers and  directors  will be entitled to  possession  of all
documents,  books,  leases,  records  (including tax records),  agreements,  and
financial  data  relating to the  Company.  The Buyer shall cause the Company to
maintain  all  material  documents,   books,  records  (including  tax  records)
agreements  and financial  data relating to the Company for such periods of time
as may be  appropriate  for the Seller to have  access  thereto  relating to any
indemnification claims.

     (b) Litigation and Arbitration Support. In the event and for so long as any
Party or the Company or its  Subsidiaries  is actively  contesting  or defending
against any  action,  suit,  proceeding,  hearing,  arbitration,  investigation,
charge,  complaint,  claim,  or demand in  connection  with (i) any  transaction
contemplated  under this  Agreement or (ii) any fact,  situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure to act, or transaction  prior to the Closing Date involving the
Company or its  Subsidiaries,  each of the other Parties will cooperate with him


                                       9
<PAGE>

or it and his,  her or its  counsel in the contest or  defense,  make  available
their  personnel,  and  provide  such  testimony  and access to their  books and
records as shall be necessary in connection with the contest or defense,  all at
the sole cost and  expense of the  contesting  or  defending  Party  (unless the
contesting  or defending  Party is entitled to  indemnification  therefor  under
Section 7).

     (c) Certain  Indemnification  Rights.  The Seller and the Buyer acknowledge
that the Company and/or its Subsidiaries have certain rights of  indemnification
and other claims  against  Bluestone  Capital Corp.,  HealthStarCorp.  and Sands
Brothers & Company, Inc. arising under the Purchase Agreement, specifically, but
without  limitation,  the Company and/or its Subsidiaries  have  indemnification
rights and other  claims  against  these  entities as they relate to the Shochet
Leases, the Shochet Equipment Leases and the Schroder Letter.  Buyer agrees that
insofar as Seller is  indemnifying  the Buyer for a  proportionate  share of the
liabilities  of the  Company  arising  under these  matters  pursuant to Section
7(b)(ii),  if  reasonably  requested  by Seller,  Buyer  shall cause the Company
and/or its  Subsidiaries  to assert  their  rights of  indemnification  or other
claims against these  entities;  provided that  notwithstanding  the above,  the
Buyer shall have no obligation to cause the Company and/or its  Subsidiaries  to
assert  their  rights to  indemnification  for such  claims if the Buyer and its
legal  counsel  reasonably  and in good  faith  determine  that  asserting  such
indemnification  rights is not practicable or in the best interest of either the
Buyer or the Company or its Subsidiaries. The assertion of these rights shall be
treated as if they were a matter of defending a third party claim under  Section
7(d) and the cost of  asserting  these rights shall be treated as if they were a
cost of defending a third party claim under Section 7(d) for which the Seller is
indemnifying Buyer under Section 7(b)(ii).  Any recovery received by the Company
or its  Subsidiary in asserting its rights  against these  entities  shall be an
offset against the liabilities for which Seller is indemnifying  the Buyer under
Section  7(b)(ii)  and  Seller  shall  be  entitled  to  receive  fifty-six  and
forty-five one  hundredths of a percent  (56.45%) of any such recovery if Seller
has previously  paid (whether by direct payment or through the Escrow Agent) the
Buyer with respect to such indemnification claim.

7.       Remedies for Breaches of this Agreement.

     (a) Survival of representations  and Warranties.  All  representations  and
warranties  contained  herein  or made in  writing  by any  party in  connection
herewith  shall  survive the  execution  and delivery of this  Agreement and the
Closing  hereunder  and continue in full force and effect until May 16, 2003 for
purposes  of  being  true  and  correct  as of the  Closing;  provided  that the
representations  and  warranties  set forth in Section  4(a),  Section  4(b) and
Section 5(a) and the covenants and  agreements of the Parties shall  continue in
full  force  and  effect  until  the  expiration  of all  relevant  statutes  of
limitations.

     (b) Indemnification Provisions for Benefit of the Buyer.

          (i) In the event the Seller  breaches (or in the event any third
          party alleges  facts that, if true,  would mean any of the Seller
          has breached) any of its  representations,  warranties,  and covenants
          contained herein,  and provided that the Buyer makes a written claim
          for  indemnification  against the Seller pursuant to Section 16 within
          any applicable  survival period described in Section 7(a), then the
          Seller agrees to indemnify the Buyer from and against the entirety of

                                       10
<PAGE>

          any Adverse  Consequences  the Buyer may suffer (and not merely as a
          result of being a stockholder  of the Company in a situation  where
          the Company  suffers an Adverse  Consequence, which is intended to be
          covered by Section  7(b)(ii))  through and after the date of the claim
          for indemnification (including any Adverse Consequences the Buyer may
          suffer after the end of any applicable  survival  period) resulting
          from, arising out of, relating to, in the nature of, or caused by the
          breach (or the alleged breach).

          (ii) Provided  Buyer makes a written claim for indemnification against
          the Seller  pursuant to Section 16 within any  applicable survival
          period  described in Section 7(a),  Seller agrees to indemnify  Buyer
          from and against (A) fifty-six and  forty-five one hundredths  percent
          (56.45%) of any Adverse  Consequences the Company may suffer resulting
          from, arising out of, relating to, or caused by (1) a breach by Seller
          of any of its  representations,  warranties and covenants  contained
          herein, (2) the customer accounts set forth on Schedule 4(j) attached
          hereto, (3) the Shochet  Leases and any matter (other than the Boca
          Lease) set forth on Schedule 4(f) attached hereto or (4) existing
          and/or future litigation or arbitration arising from those items
          listed in clause (3) above and (B) any Adverse Consequences the
          Company may suffer  resulting  from,  arising out of,  relating to, or
          caused by the  termination of the employment  agreements  between the
          Company and Roger N. Gladstone and David F.  Greenberg;  provided that
          to the extent an adjustment to the Purchase Price has been made
          pursuant to Section  1(d)(iv) in respect  to the  termination  of such
          employment agreement, the amount of such adjustment shall not be
          deemed an Adverse Consequence under this Section 7(b)(ii)(B).

Notwithstanding (i) and (ii) above, the Seller shall not have any obligation to
indemnify the Buyer from and against any Adverse Consequences to the Buyer or
the Company in an aggregate amount that exceeds the Purchase Price.

     (c) Indemnification  Provisions for Benefit of the Seller. In the event the
Buyer  breaches (or in the event any third party  alleges  facts that,  if true,
would mean the Buyer has breached) any of its representations,  warranties,  and
covenants  contained herein,  and provided that the Seller makes a written claim
for  indemnification  against  the Buyer  pursuant  to  Section  16  within  any
applicable  survival period  described in Section 7(a), then the Buyer agrees to
indemnify  the Seller from and against the entirety of any Adverse  Consequences
the  Seller  may   suffer   through   and  after  the  date  of  the  claim  for
indemnification  (including any Adverse Consequences the Seller may suffer after
the end of any  applicable  survival  period)  resulting  from,  arising out of,
relating to, in the nature of, or caused by the breach (or the alleged breach).

     (d) Matters Involving Third Parties.

          (i) If any third party shall notify any Party (the "Indemnified
          Party") with respect to any matter (a "Third Party Claim") which may
          give rise to a claim for indemnification against any other Party (the
          "Indemnifying Party") under this Section 7, then the Indemnified Party
          shall promptly notify each Indemnifying Party thereof in writing;
          provided however, that no delay on the part of the Indemnified Party
          in notifying any Indemnifying Party shall relieve the Indemnifying
          Party from any obligation hereunder unless (and then solely to the
          extent) the Indemnifying Party thereby is prejudiced.

                                       11
<PAGE>

          (ii) Any Indemnifying  Party will have the right to defend the
          Indemnified  Party against the Third Party Claim with counsel of its
          choice reasonably satisfactory to the Indemnified Party so long as (A)
          the Indemnifying  Party notifies the Indemnified Party in writing
          within 15 days after the Indemnified  Party has given notice of the
          Third Party Claim that the  Indemnifying  Party will indemnify the
          Indemnified  Party from and against the entirety of any Adverse
          Consequences  the  Indemnified  Party may suffer  resulting  from,
          arising  out of,  relating  to, in the  nature  of, or caused  by the
          Third Party Claim, (B) the Indemnifying Party provides the Indemnified
          Party with evidence reasonably acceptable to the Indemnified Party
          that the Indemnifying Party will have the financial  resources to
          defend against the Third Party Claim and fulfill its  indemnification
          obligations  hereunder,  (C) the Third Party  Claim  involves  only
          money  damages  and does not seek an  injunction  or other equitable
          relief,  (D) settlement of, or an adverse judgment with respect to,
          the Third Party Claim is not, in the good faith judgment  of the
          Indemnified  Party,  likely to  establish  a  precedential  custom or
          practice  materially  adverse  to the continuing  business  interests
          of the Indemnified  Party, and (E) the Indemnifying  Party diligently
          conducts the defense of the Third Party Claim.

          (iii)  So long as the Indemnifying Party is conducting the defense of
          the Third Party Claim in accordance with Section 7(d)(ii), (A) the
          Indemnified Party may retain separate co-counsel at its sole cost and
          expense and participate in the defense of the Third Party Claim, (B)
          the Indemnified Party will not consent to the entry of any judgment or
          enter into any settlement with respect to the Third Party Claim
          without the prior written consent of the Indemnifying Party (not to be
          withheld unreasonably), and (C) the Indemnifying Party will not
          consent to the entry of any judgment or enter into any settlement with
          respect to the Third Party Claim without the prior written consent of
          the Indemnified Party (not to be withheld unreasonably).

          (iv) In the event any of the conditions in Section  7(d)(ii) is or
          becomes unsatisfied, however, (A) the Indemnified  Party may defend
          against,  and consent to the entry of any judgment or enter into any
          settlement with respect to, the Third Party Claim in any manner it
          reasonably  may deem  appropriate  (and the  Indemnified  Party need
          not consult with, or obtain any consent from, any  Indemnifying  Party
          in connection  therewith),  (B) the Indemnifying  Parties will
          reimburse the Indemnified  Party promptly and periodically for the
          costs of defending against the Third Party Claim (including reasonable
          attorneys' fees and expenses),  and (C) the Indemnifying  Parties will
          remain responsible for any Adverse Consequences the Indemnified Party
          may suffer resulting from, arising out of, relating to, in the nature
          of, or caused by the Third  Party Claim to the fullest extent provided
          in this Section 7.

          (v) The Seller  represents to the Buyer that the Company has retained
          outside  counsel with respect to third party claims arising from the
          Shochet  Leases,  Shochet  Equipment  Leases and the  arbitrations,
          litigation and customer complaints set forth on Schedule  4(f). Seller
          acknowledges  that claims against the Company and/or its Subsidiaries
          under the Shochet  Leases, Shochet  Equipment  Leases and the
          arbitrations,  litigation and customer  complaints  (other than the
          complaints of Soll and Castillo)  set forth on Schedule  4(f) are
          matters for which  Seller  will have  indemnification  responsibility

                                       12
<PAGE>

          pursuant to Section  7(b)(ii).  Accordingly,  Seller and Buyer
          acknowledge  that it is not necessary  for Buyer to provide any notice
          to Seller under Section  7(d)(ii) to assert an  indemnification  claim
          against  Seller for those claims that have arisen to date under the
          Shochet Lease or the Shochet Equipment Leases and Seller shall conduct
          the defense of the Company  and/or its Subsidiaries with respect to
          such claims, the cost of which shall be apportioned as provided in
          Section 7(d)(ii).

     (e)  Determination  of  Adverse   Consequences.   In  determining   Adverse
Consequences  for  purposes of this  Section 7, the Parties  shall (i) take into
account the time cost of money (using the Applicable Rate as the discount rate),
(ii) disregard any materiality  qualification  set forth herein,  and (iii) make
appropriate  adjustments  for  tax  consequences  and  insurance  coverage.  All
indemnification payments under this Section 7 shall be deemed adjustments to the
Purchase Price.

8.       Definitions. For the purpose hereof, the following terms have the
meanings set forth below:

         "Accountant" means Feldman Sherb & Co., P.C.

         "Accountant Certificate" means a certificate signed by Accountant
setting forth the Actual Cash Amount, as reflected in the audited consolidated
financial statements of the Company and its Subsidiaries upon which the
Accountant has issued its report.

         "Actual Cash Amount" means the amount of cash or cash equivalents held
by the Company and its Subsidiaries as of January 31, 2002, as set forth on the
Accountant Certificate.

         "Adjustment Factor" means 0.5645.

         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, Liabilities, obligations, taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.

         "Affiliate" of any particular Person means any other Person
controlling, controlled by or under common control with such particular Person,
where "control" means the possession, directly or indirectly, of the power to
direct the management and policies of a Person whether through the ownership of
voting securities, contract or otherwise.

         "Applicable Rate" means the corporate base rate of interest publicly
announced from time to time by JP Morgan Chase & Co.

         "Audit Date" means the date on which the Accountant delivers the
Accountant Certificate to the Company.

         "Boca Lease" means that certain Lease dated December 17, 2001 by and
between the Company and Mizner Business Certer Corp. for real property located
at 433 Plaza Real, Suite 275, Boca Raton, Florida, 33432.

         "Business Day" means any day other than Saturday, Sunday or any federal
legal holiday.

                                       13
<PAGE>

         "Company Cash Accounts" means any and all accounts, of any type or
nature, used by the Company to hold cash or cash equivalents.

         "Engagement Letter" means an engagement letter, reasonably satisfactory
to Buyer, executed by and among the Company and the Accountant pursuant to which
the Accountant has agreed to (i) prepare the Accountant Certificate and the
Company's 10-K due to be filed with the SEC on or about May 1, 2002 and (ii)
prepare and file the state and federal tax returns (to the extent such returns
have not been filed as of the date hereof) of the Company and each of its
Subsidiaries for all periods prior to January 1, 2002

         "Estimated Cash Amount" means as of January 31, 2002, cash or cash
equivalents held by the Company in an amount equal to $1,200,000.00.

         "Filing Date" means the date on which the Company files its 10-K with
the SEC, due to be filed on or about May 1, 2002.

         "Financial Statements" means the Recent Balance Sheets.

         "Intercompany Services Agreement" means that certain intercompany
services agreement dated August 1, 2001, by and among Firebrand Financial Group,
Inc., the Company and Shochet Securities, Inc.

         "Knowledge" means that none of Seller's officers or directors, in each
case after reasonable investigation, which shall include for purposes of Section
4, the questioning of officers and directors of the Company and each Subsidiary
of the Company has actual (and not constructive) knowledge that any statement in
a representation or warranty is not true.

         "Liability" means any liability (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for taxes.

         "Material Adverse Effect" means a material and adverse effect upon (i)
the business, operations, assets, liabilities, condition (financial or
otherwise), operating results or employee, customer or supplier relations or
prospects of the Company or (ii) the ability of the Seller to consummate the
transactions contemplated hereby or perform its respective obligations
hereunder.

         "NASD" means National Association of Securities Dealers, Inc.

         "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "Person" means an individual, a partnership, a corporation, an
association, a limited liability company, a joint stock company, a trust, a
joint venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

         "Purchase Agreement" means that certain agreement dated August 1, 2001,
by and among Bluestone Capital Corp., Healthstar Corp., Shochet Securities Inc.

                                       14
<PAGE>

and Shochet Holding Corp., as amended and supplemented on August 31, 2001 and as
modified by the Agreement dated as of November 7, 2001 among such parties and
Sand Brothers & Company, Inc.

         "Recent Balance Sheets" means together, the Company's audited
consolidated balance sheet as of January 31, 2001 and the unaudited consolidated
balance sheets as of January 31, 2002, attached hereto as Exhibit B.

         "Schedule 14(f)" means a schedule prepared by the Company and complying
with Rule 14f-1 of the Securities and Exchange Act of 1934.

         "Schroder Letter" has the meaning ascribed such term in the Purchase
Agreement.

         "Shochet Equipment Leases" has the meaning ascribed such term in the
Purchase Agreement.

         "Shochet Leases" has the meaning ascribed such term in the Purchase
Agreement.

         "SEC" means the Securities and Exchange Commission.

         "Subsidiary" means any corporation, partnership, limited liability
company, joint venture or other legal entity with respect to which a specified
Person directly or indirectly (or a Subsidiary thereof) owns a majority of the
ownership interests or has the power to vote or direct the voting of sufficient
ownership interests to elect a majority of the directors or equivalent governing
Persons.

9.       Termination.

     (a)  Termination  of Agreement.  Certain of the Parties may terminate  this
Agreement as provided below:

          (i)  the Buyer and the Seller may terminate this Agreement by mutual
          written consent at any time prior to the Closing;

          (ii) the Buyer may terminate this Agreement by giving written notice
          to the Seller at any time prior to the Closing (A) in the event the
          Seller has breached any material representation, warranty, or covenant
          contained in this Agreement in any material respect, the Buyer has
          notified the Seller of the breach, and the breach has continued
          without cure for a period of 10 days after the notice of breach or
          (B) if the Closing shall not have occurred by April 5, 2002, by reason
          of the failure of any condition precedent under Section 2(c) (unless
          the failure results primarily from the Buyer itself breaching any
          representation, warranty, or covenant contained in this Agreement);
          and

          (iii) the Seller may terminate this Agreement by giving written notice
          to the Buyer at any time prior to the Closing (A) in the event the
          Buyer has breached any material representation, warranty, or covenant
          contained in this Agreement in any material respect, the Seller has
          notified the Buyer of the breach, and the breach has continued without

                                       15
<PAGE>

          cure for a period of 10 days after the notice of breach or (B) if the
          Closing shall not have occurred by April 5, 2002, by reason of the
          failure of any condition precedent under Section 2(b) (unless the
          failure results primarily from the Seller itself breaching any
          representation, warranty, or covenant contained in this Agreement).

     (b) Effect of Termination.  If any Party terminates this Agreement pursuant
to Section  9(a),  all rights and  obligations  of the Parties  hereunder  shall
terminate  without any Liability of any Party to any other Party (except for any
Liability of any Party who has committed a willful and material breach).

10.      Complete Agreement. This Agreement constitutes the entire agreement
between the parties  hereto  regarding the subject matter of this Agreement
and   supersedes   and  preempts  any  prior   understandings,   agreements   or
representations,  written or oral,  which may have related to the subject matter
hereof.

11.      Expenses. Each of the Parties will bear his, her or its own costs and
expenses  (including  investment  banking,  accounting  and legal  fees and
expenses)  incurred  in  connection  with this  Agreement  and the  transactions
contemplated  hereby.  The  Seller  agrees  that  neither  the  Company  nor its
Subsidiaries will bear any of the Seller's costs and expenses  (including any of
their legal fees and expenses) in connection  with this  Agreement or any of the
transactions  contemplated hereby;  provided that the Company shall bear its own
expenses relative to its obligation to file Schedule 14(f).

12.      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.

13.      Further Assurances. After the Closing, as and when requested by the
Buyer, the Seller shall, without further consideration, execute and deliver
all such  instruments  of  conveyance  and  transfer and shall take such further
actions as the Buyer may deem  necessary  or  desirable in order to transfer the
Shares to the Buyer and to carry out fully the  provisions  and purposes of this
Agreement.

14.      Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of and be enforceable by the Buyer and the Seller and their
respective successors and assigns.

15.      Choice of Law. The construction, validity, interpretation and
enforcement of this Agreement shall be governed by the internal law, and not the
law of conflicts, of the State of New York.

16.      Notice. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:


                                       16
<PAGE>

                     If to Seller:

                     One State Street Plaza
                     New York, New York 10004
                     Phone:   (212) 208-6500
                     Fax:     (212) 809-6189
                     Attn:    Mr. David Nussbaum, Chief Executive Officer

                     with a copy to:

                     Graubard Miller
                     600 Third Avenue
                     New York, New York 10016-1903
                     Phone:   (212) 818-8661
                     Fax:     (212) 818-8881
                     Attn:    David Alan Miller, Esq.

                     If to Buyer:

                     c/o Sutter Capital Management, LLC
                     150 Post Street, Suite 320
                     San Francisco, CA 94108
                     Phone:   (415) 788-1444
                     Fax:     (415) 788-1515
                     Attn:    Mr. Robert E. Dixon or Mr. William G. Knuff, III

                     with a copy to:

                     Kirkland & Ellis
                     153 East 53rd Street
                     New York, New York 10022
                     Phone:   (212) 446-4800
                     Fax:     (212) 446-4900
                     Attn:    Eunu Chun, Esq.

                     If to Escrow Agent:

                     Graubard Miller
                     600 Third Avenue
                     New York, New York 10016-1903
                     Phone:   (212) 818-8661
                     Fax:     (212) 818-8881
                     Attn:    David Alan Miller, Esq.

                  Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,

                                       17
<PAGE>

messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
party recipient. Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other parties notice in the manner herein set forth.

17. Waiver of Jury Trial. Each of the Parties waives any right it may have to
trial by jury in respect of any litigation based on, arising out of, under or in
connection with this Agreement or any course of conduct, course of dealing,
verbal or written statement or action of any party hereto.

                                     * * * *



















                                       18
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.



                                   SUTTER OPPORTUNITY FUND 2, LLC
                                   By:   Sutter Capital Management, LLC
                                   Its:  Managing Member

                                         By:   __________________________
                                               Name:    Robert E. Dixon
                                               Its:     Managing Member


                                   FIREBRAND FINANCIAL GROUP, INC.

                                   By:   ______________________________
                                         Name:    Peter R. Kent
                                         Its:     Chief Financial Officer



<PAGE>


                                   SCHEDULE I



Firebrand Financial Group, Inc.                                1,213,675




<PAGE>


                                    EXHIBIT A





<PAGE>


                                    EXHIBIT B