EXHIBIT 4.2.

THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK

     AGREEMENT  made  this  8th  day of  January,  2001,  by and  between  Focus
Financial Group, Inc., a Florida corporation, (the "ISSUER") and the individuals
listed in Exhibit A attached hereto,  (the  "SHAREHOLDERS"),  which SHAREHOLDERS
own of all the issued and outstanding shares of The Nationwide Companies, Inc. a
Florida corporation. ("Nationwide")

     In  consideration of the mutual promises,  covenants,  and  representations
contained herein, and other good and valuable consideration,

THE PARTIES HERETO AGREE AS FOLLOWS:

     1.  EXCHANGE OF  SECURITIES.  Subject to the terms and  conditions  of this
Agreement,  the ISSUER agrees to issue to  SHAREHOLDERS,  300,000  shares of the
common stock of ISSUER, $.001 par value (the "Shares"),  in exchange for 100% of
the issued and  outstanding  shares of Nationwide,  such that  Nationwide  shall
become a wholly owned subsidiary of the ISSUER.

     2.  REPRESENTATIONS  AND  WARRANTIES.  ISSUER  represents  and  warrants to
SHAREHOLDERS and Nationwide the following:

                     i. Organization.    ISSUER is a corporation duly organized,
validly  existing,  and in good standing under the laws of Florida,  and has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly  qualified to do business and is in good  standing in Florida.  All actions
taken by the Incorporators, directors and shareholders of ISSUER have been valid
and in accordance with the laws of the State of Florida.

                     ii. Capital.   The authorized capital stock ISSUER consists
of  10,000,000  shares of common  stock,  $.001 par value,  of which 800,000 are
issued  and  outstanding.   All  outstanding  shares  are  fully  paid  and  non
assessable,  free of liens,  encumbrances,  options,  restrictions  and legal or
equitable rights of others not a party to this Agreement. At closing, there will
be  no  outstanding  subscriptions,   options,  rights,  warrants,   convertible
securities,  or other agreements or commitments obligating ISSUER to issue or to
transfer from treasury any additional  shares of its capital stock.  None of the
outstanding  shares of ISSUER are subject to any stock  restriction  agreements.
All of the  shareholders  of ISSUER have valid title to such shares and acquired
their shares in a lawful transaction and in accordance with the laws of Florida.

                     iii. Financial Statements.      Exhibit B to this Agreement
includes the current  balance  sheet of ISSUER,  and the related  statements  of
income and retained earnings for the period then ended. The financial statements
have been prepared in accordance with generally accepted

                                        1

<PAGE>



accounting  principles  consistently  followed by ISSUER  throughout the periods
indicated, and fairly present the financial position of ISSUER as of the date of
the  balance  sheet  and  the  financial  statements,  and  the  results  of its
operations for the periods indicated.

                     iv.  Absence of Changes.    Since the date of the financial
statements,  there  has not  been  any  change  in the  financial  condition  or
operations of ISSUER,  except changes in the ordinary course of business,  which
changes have not in the aggregate been materially adverse.

                     v.   Liabilities. ISSUER does not have any debt, liability,
or  obligation  of  any  nature,  whether  accrued,  absolute,   contingent,  or
otherwise,  and  whether  due or to become  due,  that is not  reflected  on the
ISSUERS' financial statement.  ISSUER is not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving ISSUER or its common stock.
There is no dispute of any kind between the ISSUER and any third  party,  and no
such dispute  will exist at the closing of this  Agreement.  At closing,  ISSUER
will be free from any and all liabilities, liens, claims and/or commitments.

                     vi. Ability to Carry Out Obligations. ISSUER has the right,
power,  and  authority  to enter into and  perform  its  obligations  under this
Agreement.  The  execution  and  delivery  of this  Agreement  by Issuer and the
performance by ISSUER of its obligations  hereunder will not cause,  constitute,
or  conflict  with  or  result  in (a) any  breach  or  violation  or any of the
provisions of or constitute a default  under any license,  indenture,  mortgage,
charter,  instrument,  articles of  incorporation,  bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which they may
be bound, nor will any consents or  authorizations of any party other than those
hereto be  required,  (b) an event that would  cause  ISSUER to be liable to any
party,  or (c) an event that would result in the creation or  imposition  or any
lien,  charge or  encumbrance  on any asset of ISSUER or upon the  securities of
ISSUER to be acquired by SHAREHOLDERS.

                     vii. Full  Disclosure.  None  of  the  representations  and
warranties made by the ISSUER, or in any certificate or memorandum  furnished or
to be furnished by the ISSUER,  contains or will contain any untrue statement of
a material  fact,  or omit any  material  fact the  omission  of which  would be
misleading.

                     viii. Contract and Leases. ISSUER is not currently carrying
on any  business  and is not a party to any  contract,  agreement  or lease.  No
person holds a power of attorney from ISSUER.

                     ix. Compliance with Laws.  ISSUER has complied with, and is
not in violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER.  ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.

                     x. Litigation.  ISSUER is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental  investigation.  To the best knowledge of the ISSUER, there
is no basis for any such action or  proceeding  and no such action or proceeding
is  threatened  against  ISSUER and ISSUER is not subject to or in default  with
respect to any order, writ, injunction,  or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.

                     xi. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course,  and shall not (1) sell,  pledge,  or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any

                                        2

<PAGE>



liabilities,  (5)  acquire or dispose of any  assets,  enter into any  contract,
guarantee  obligations  of  any  third  party,  or  (6)  enter  into  any  other
transaction.

                     xii.  Corporate Documents.  Copies of each of the following
documents, which are true complete and correct in all material respects, will be
attached to and made a part of this Agreement:

          (1)  Articles of Incorporation;
          (2)  Bylaws;
          (3)  Minutes of Shareholders Meetings;
          (4)  Minutes of Directors Meetings;
          (5)  List of Officers and Directors;
          (6)  Current  Balance Sheet together with other  financial  statements
               described in Section 2(iii);
          (7)  Stock  register  and  stock  records  of  ISSUER  and a  current,
               accurate list of ISSUER's shareholders.

                     xiii.  Documents.  All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of Florida.

                     xiv.  Title.   The Shares to be issued to SHAREHOLDERS will
be,  at  closing,  free and clear of all  liens,  security  interests,  pledges,
charges, claims,  encumbrances and restrictions of any kind. None of such Shares
are or will be subject to any voting trust or agreement.  No person holds or has
the right to  receive  any proxy or  similar  instrument  with  respect  to such
shares,  except as provided in this Agreement,  the ISSUER is not a party to any
agreement  which offers or grants to any person the right to purchase or acquire
any of the  securities  to be issued  to  SHAREHOLDERS.  There is no  applicable
local,  state or federal law,  rule,  regulation,  or decree  which would,  as a
result of the issuance of the Shares to SHAREHOLDERS,  impair, restrict or delay
SHAREHOLDERS' voting rights with respect to the Shares.

     3.  SHAREHOLDERS  and  Nationwide  represent  and  warrant  to  ISSUER  the
following:

                     i. Organization Nationwide is a corporation duly organized,
validly  existing,  and in good  standing  under  the laws of  Florida,  has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly  qualified to do business and is in good  standing in Florida.  All actions
taken by the  Incorporators,  directors and shareholders of Nationwide have been
valid and in accordance with the laws of Florida.

                     ii. Shareholders and Issued Stock. Exhibit A annexed hereto
sets forth the names and share holdings of 100% of Nationwide shareholders.

     4.  INVESTMENT  INTENT.  SHAREHOLDERS  agree that the shares  being  issued
pursuant  to this  Agreement  may be sold,  pledged,  assigned,  hypothecate  or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established to the  satisfaction  of ISSUER.  SHAREHOLDERS  agree,  prior to any
Transfer,  to give written notice to ISSUER  expressing his desire to effect the
transfer and describing the proposed transfer.

     5. CLOSING.  The closing of this transaction shall take place no later than
February 1st, 2001.


                                        3

<PAGE>



     6. DOCUMENTS TO BE DELIVERED AT CLOSING.

                     i.   By the ISSUER

                         (1) Board of Directors Minutes authorizing the issuance
of a certificate or certificates for 500,000 Shares,  registered in the names of
the  SHAREHOLDERS  based upon their holdings in Focus Financial  Group,  Inc. as
agreed to on Exhibit A.

                         (2) The resignation of all officers of ISSUER.

                         (3) A Board of  Directors  resolution  appointing  such
person as SHAREHOLDERS designate as a director(s) of ISSUER.

                         (4) The  resignation  of all the  directors  of ISSUER,
except  that of  SHAREHOLDER'S  designee,  dated  subsequent  to the  resolution
described in 3, above.

                         (5) Audited  financial  statements  of the ISSUER filed
with the SEC,  which shall  include a current  balance  sheet and  statements of
operations,  stockholders equity and cash flows for the twelve-month period then
ended.

                         (6)  All of  the  business  and  corporate  records  of
ISSUER,  including but not limited to  correspondence  files,  bank  statements,
checkbooks,   savings  account  books,  minutes  of  shareholder  and  directors
meetings,  financial statements,  shareholder listings,  stock transfer records,
agreements and contracts.

                         (7) Such other  minutes  of  ISSUER's  shareholders  or
directors as may reasonably be required by SHAREHOLDERS.

                         (8) An Opinion Letter from ISSUER's Attorney  attesting
to the validity and condition of the ISSUER.

                     ii.  By SHAREHOLDERS AND Nationwide.

                         (1) Delivery to the ISSUER,  or to its Transfer  Agent,
the  certificates  representing  100% of the  issued  and  outstanding  stock of
Nationwide.

                         (2)  Consents   signed  by  all  the   shareholders  of
Nationwide consenting to the terms of this Agreement.

     7. REMEDIES.

                     i. The parties agree that should Nationwide fail to fulfill
its obligations in a timely fashion hereunder, Focus Financial Group will suffer
damages which the parties agree are  unascertainable  at this time and therefore
the parties agree to set said damages in the liquidated amount equal to $ 25,000
as a reasonable  amount  thereof.  The Company  agrees to pay all attorney fees,
court  costs,  interest,  and  other  miscellaneous  costs  if  necessary  in  a
collection effort

                     ii. Arbitration.   Any controversy or claim arising out of,
or relating to, this Agreement,  or the making,  performance,  or interpretation
thereof,  shall be  settled by  arbitration  in Palm  Beach  County,  Florida in
accordance with the Rules of the American Arbitration Association

                                        4

<PAGE>



then existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.


     8. MISCELLANEOUS.

                     i.  Captions  and  Headings.   The  Article  and  paragraph
headings  throughout  this Agreement are for convenience and reference only, and
shall  in no way be  deemed  to  define,  limit,  or add to the  meaning  of any
provision of this Agreement.

                     ii.  No oral  change.  This  Agreement  and  any  provision
hereof, may not be waived, changed,  modified, or discharged orally, but only by
an agreement in writing  signed by the party  against  whom  enforcement  of any
waiver, change, modification, or discharge is sought.

                     iii. Non  Waiver. Except  as  otherwise provided herein, no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (I) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants,  or  conditions  of this  Agreement or to exercise any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any  such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
performance  of  anything  required  by  this  Agreement  to be  performed  with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or  failure,  and (iii) no waiver by
any party of one breach by another  party  shall be  construed  as a waiver with
respect to any other or subsequent breach.

                     iv.  Time of  Essence.  Time  is  of  the essence  of  this
Agreement and of each and every provision hereof.

                     v.   Entire Agreement.   This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings.

                     vi.  Counterparts.    This   Agreement   may   be  executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                     vii. Notices.     All notices, requests, demands, and other
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given,  or on the third day after  mailing if mailed to the
party  to whom  notice  is to be  given,  by first  class  mail,  registered  or
certified, postage prepaid, and properly addressed, and by fax, as follows:

     9. PIGGYBACK  PROVISIONS.  Nationwide agrees to piggyback  provisions which
provide  that  if  The  Nationwide  Companies,  Inc  proposes  to  register  any
securities under the Securities Act of 1933 for a public offering,  it will give
20 days written notice to the filing of each such registration  statement to the
Focus  Financial  Group,   Inc.   Shareholders  and  upon  the  request  of  any
Shareholder,  Nationwide shall include the shares of the Current Shareholders in
such registration;




                                        5

<PAGE>


ISSUER:           Focus Financial Group, Inc.
                  22154 Martella Avenue,
                  Boca Raton, FL 33433



NATIONWIDE:       The Nationwide Companies, Inc.
                  4350 Oakes Road, Suite 512
                  Davie, Florida 33314

IN WITNESS WHEREOF,  the undersigned has executed this Agreement this 8th day of
January 2001.

                          FOCUS FINANCIAL GROUP, INC.


                          By:  /s/ Shelley S. Goldstein
                          -------------------------------------
                          Shelley S. Goldstein, Sole Officer and Director


                          THE NATIONWIDE COMPANIES, INC.


                          By:  /s/ Richard L. Loehr
                          -----------------------------------
                          Richard L. Loehr, President



                                        6