DRAFT: 1/27/00

THE SHARES EVIDENCED BY THIS INSTRUMENT MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") AND APPLICABLE SECURITIES
LAWS OF ANY STATE OR JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED.

VOID AFTER 5:00 P.M. EASTERN TIME, _______________, 2005.

                                 PURCHASE OPTION

                               For the Purchase of

                         100,000 Shares of Common Stock

                                       of

                              SHOCHET HOLDING CORP.

                            (A Delaware Corporation)

1.       Purchase Option.
         ----------------

                  THIS CERTIFIES THAT, in consideration of $100.00 duly paid by
or on behalf of _____________________ ("Holder"), as registered owner of this
Purchase Option ("Purchase Option"), to Shochet Holding Corp. ("Company"),
Holder is entitled, at any time or from time to time at or after ___________ __,
2001 ("Commencement Date"), and at or before 5:00 p.m., Eastern Time,
_____________ __, 2005 ("Expiration Date"), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to 100,000 shares ("Shares")
of the common stock of the Company, $.0001 par value ("Common Stock"), which
have been registered together with the Purchase Option on the registration
statement on Form SB-2 (File No. 333-92307) ("Registration Statement"), which
was declared effective ("Effective Date") by the Securities and Exchange
Commission on ________ __, 2000. If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate the
Purchase Option. This Purchase Option is initially exercisable at $____ per
Share purchased (110% of the initial public offering price per shares of Common
Stock); provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price and the number of Shares to be received upon such
exercise, shall be adjusted as therein specified. The term "Exercise Price"
shall mean the initial exercise price or the adjusted exercise price, depending
on the context.

                                        1
<PAGE>

2.       Exercise.
         ---------

         2.1 Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Option and payment of the Exercise
Price in cash or by certified check or official bank check for the Shares being
purchased. If the subscription rights represented hereby shall not be exercised
at or before 5:00 p.m., Eastern time, on the Expiration Date this Purchase
Option shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.

         2.2 Legend. Each certificate for the Shares purchased under this
Purchase Option shall bear a legend as follows unless such Shares have been
registered under the Securities Act, as amended:

                  "The Shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended
                  ("Act") or applicable state law. The Shares may not be offered
                  for sale, sold or otherwise transferred except pursuant to an
                  effective registration statement under the Act, or pursuant to
                  an exemption from registration under the Act and applicable
                  state law."

         2.3      Cashless Exercise.
                  ------------------

                  2.3.1    Conversion Right.
                           -----------------

                           2.3.1.1 Determination of Amount. In lieu of the
payment of the Exercise Price in the manner required by Section 2.1, the Holder
shall have the right (but not the obligation) to convert any exercisable but
unexercised portion of this Purchase Option into securities ("Conversion Right")
as follows: Upon exercise of the Conversion Right, the Company shall deliver to
the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of Shares equal to the quotient obtained by dividing (x) the "Value"
(as defined below) of the portion of the Purchase Option being converted by (y)
the "Market Price" (as defined below). The "Value" of the portion of the
Purchase Option being converted shall equal the remainder derived from
subtracting (a) the Exercise Price multiplied by the number of Shares underlying
the portion of the Purchase Option being converted from (b) the Market Price of
the Shares, multiplied by the number of Shares underlying the portion of the
Purchase Option being converted. As used herein, the term "Market Price" shall
be deemed to be the last reported sale price of the Shares on the date prior to
the date the Conversion Right is exercised, or, in case no such reported sale
takes place on such day, the average of the last reported sale prices for the
immediately preceding three trading days, in either case as officially reported
by the principal securities exchange on which the Units are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any
national securities exchange or if any such exchange on which the Units are
listed is not their principal trading market, the last reported sale price as
furnished by the National Association of Securities Dealers, Inc. ("NASD")
through the Nasdaq National Market or SmallCap Market, or, if applicable, the
OTC Bulletin Board, or if the Shares are not listed or admitted to trading on
any of the foregoing markets, or similar organization, as determined in good
faith by resolution of the Board of Directors of the Company, based on the best
information available to it.

                                        2
<PAGE>

                           2.3.1.2 Exercise of Conversion Right. The Conversion
Right may be exercised by the Holder on any business day on or after the
Commencement Date and not later than the Expiration Date by delivering to the
Company this Purchase Option with a duly executed exercise form attached hereto
with the conversion section completed.

Conversion Right.
-----------------

3.       Transfer.
         ---------

         3.1 General Restrictions. The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer or
assign or hypothecate this Purchase Option prior to the Commencement Date to
anyone other than (i) an officer of either Gaines, Berland Inc. or Shochet
Securities, Inc., the underwriters of the public offering with respect to which
this Purchase Option has been issued ("Underwriters") or an officer or partner
of any Selected Dealer in connection with the Company's public offering with
respect to which this Purchase Option has been issued, or (ii) any Selected
Dealer. On and after the Commencement Date, transfers to others may be made
subject to compliance with or exemptions from applicable securities laws. In
order to make any permitted assignment, the Holder must deliver to the Company
the assignment form attached hereto duly executed and completed, together with
the Purchase Option and payment of all transfer taxes, if any, payable in
connection therewith. The Company shall immediately transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

         3.2 Restrictions Imposed by the Act. This Purchase Option and the
Shares underlying this Purchase Option shall not be transferred unless and until
(i) the Company has received the opinion of counsel for the Holder that this
Purchase Option or the Shares, as the case may be, may be transferred pursuant
to an exemption from registration under the Act and applicable state law, the
availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Graubard Mollen &
Miller shall be deemed satisfactory evidence of the availability of an
exemption), or (ii) a registration statement relating to such Purchase Option or
Shares, as the case may be, has been filed by the Company and declared effective
by the Securities and Exchange Commission and compliance with applicable state
law.

4.       New Purchase Options to be Issued.
         ----------------------------------

         4.1 Partial Exercise or Transfer. Subject to the restrictions in
Section 3 hereof, this Purchase Option may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, upon
surrender of this Purchase Option for cancellation, together with the duly
executed exercise or assignment form and funds sufficient to pay the Exercise
Price, the Company shall cause to be delivered to the Holder without charge a
new Purchase Option of like tenor to this Purchase Option in the name of the
Holder evidencing the right of the Holder to purchase the aggregate number of
Shares purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

                                        3

<PAGE>

         4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.

5.       Registration Rights.
         --------------------

         5.1      Demand Registration.
                  --------------------

                  5.1.1 Grant of Right. The Company, upon written demand
("Initial Demand Notice") of the Holder(s) of more than 50% of the Purchase
Options and/or the underlying Shares ("Majority Holders"), agrees to register on
one occasion, all or any portion of the Purchase Options requested by the
Majority Holders in the Initial Demand Notice and all of the Shares underlying
such Purchase Options (collectively the "Registrable Shares"). On such occasion,
the Company will file a Registration Statement covering the Registrable Shares
within sixty days after receipt of the Initial Demand Notice and use its best
efforts to have such registration statement declared effective promptly
thereafter. If the Company fails to comply with the provisions of this Section
5.1.1, the Company shall, in addition to any other equitable or other relief
available to the Holder(s), be liable for any and all incidental, special and
consequential damages sustained by the Holder(s). A demand for registration may
be made at any time during a period of four years beginning one year from the
Effective Date. The Company covenants and agrees to give written notice of its
receipt of any Initial Demand Notice by any Holder(s) to all other registered
Holders of the Purchase Options and/or the Registrable Shares within ten days
from the date of the receipt of any such Initial Demand Notice.

                  5.1.2 Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Shares, but the Holders shall pay any
and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable
Shares. The Company agrees to use its best efforts to cause the filings required
herein to become effective promptly and to qualify or register the Registrable
Shares in such States as are reasonably requested by the Holder(s); provided,
however, that in no event shall the Company be required to register the
Registrable Shares in a State in which such registration would cause (i) the
Company to be obligated to register or license to do business in such State, or
(ii) the principal stockholders of the Company to be obligated to escrow their
shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand rights granted under Section 5.1.1 to
remain effective for a period of at least nine consecutive months from the date
that the Holders of the Registrable Shares covered by such registration
statement are first given the opportunity to sell all of such securities.

         5.2      "Piggy-Back" Registration.
                  --------------------------

                  5.2.1 Grant of Right. In addition to the demand right of
registration, the Holders of the Purchase Options shall have the right for a
period of six years commencing one year from the Effective Date, to include the
Registrable Securities as part of any other registration of securities filed by
the Company (other than in connection with a transaction contemplated by Rule
145(a)

                                        4
<PAGE>

promulgated under the Act or pursuant to Form S-8); provided, however, that if,
in the written opinion of the Company's managing underwriter or underwriters, if
any, for such offering, the inclusion of the Shares, when added to the
securities being registered by the Company or the selling stockholder(s), will
exceed the maximum amount of the Company's securities which can be marketed (i)
at a price reasonably related to their then current market value, or (ii)
without materially and adversely affecting the entire offering, the Company
shall nevertheless register all or any portion of the Shares required to be so
registered but such Shares shall not be sold by the Holders until 120 days after
the registration statement for such offering has become effective and provided
further that, if any securities are registered for sale on behalf of other
stockholders in such offering and such stockholders have not agreed to defer
such sale until the expiration of such 120-day period, the number of securities
to be sold by all stockholders in such public offering during such 120-day
period shall be apportioned pro rata among all such selling stockholders,
including all holders of the Shares, according to the total amount of securities
of the Company owned by said selling stockholders, including all holders of the
Shares. Notwithstanding the foregoing, if, pursuant to a written agreement
executed prior to the date of this letter, the Company is prohibited from
registering the Registrable Shares and, after using its diligent efforts, the
Company is unable to obtain a waiver of such prohibition, then the Company will
not be obligated to register the Registrable Shares.

                  5.2.2 Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Shares, but the Holders shall pay any
and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable
Shares. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Shares with not less than thirty
days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each
registration statement filed by the Company until such time as all of the Shares
have been sold by the Holder. The holders of the Shares shall exercise the
"piggy-back" rights provided for herein by giving written notice, within twenty
days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement filed
pursuant to the above "piggyback" rights to remain effective for at least nine
months from the date that the Holders of the Shares are first given the
opportunity to sell all of such securities.

         5.3      General Terms.
                  --------------

                  5.3.1 Indemnification. The Company shall indemnify the
Holder(s) of the Shares to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or
liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
or litigation, commenced or threatened, whether arising out of any action
between either of the Underwriters and the Company or between either of the
Underwriters and any third party or otherwise) to which any of them may become
subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Underwriters contained in Sections 5.1 and 5.5 of the Underwriting Agreement
between the Underwriters and the Company, dated the Effective Date. The
Holder(s)

                                        5

<PAGE>

of the Shares to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company,
against all loss, claim, damage, expense or liability (including all reasonable
attorneys' fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in
writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in Sections 5.2 and
5.5 of the Underwriting Agreement pursuant to which the Underwriters have agreed
to indemnify the Company.

                  5.3.2 Exercise of Purchase Options. Nothing contained in this
Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options prior to or after the initial filing of any registration
statement or the effectiveness thereof.

                  5.3.3 Exclusivity. The Company shall not permit the inclusion
of any securities other than the Registrable Shares to be included in any
registration statement filed pursuant to Section 5.1 hereof without the prior
written consent of the Majority Holders of the Registrable Shares.

                  5.3.4 Documents Delivered to Holders. The Company shall
furnish to each Holder participating in any of the foregoing offerings and to
each underwriter of any such offering, if any, a signed counterpart, addressed
to such Holder or underwriter, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion dated the date
of the closing under any underwriting agreement related thereto), and (ii) a
"cold comfort" letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the
independent public accountants who have issued a report on the Company's
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriter to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the NASD. Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and inde
pendent auditors, all to such reasonable extent and at such reasonable times and
as often as any such Holder shall reasonably request.

                  5.3.5 Underwriting Agreement. The Company shall enter into an
underwriting agreement with the managing underwriter(s) selected by any Holders
whose Registrable Shares are being registered pursuant to this Section 5. Such
agreement shall be reasonably satisfactory

                                        6
<PAGE>

in form and substance to the Company, each Holder and such managing
underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to
any underwriting agreement relating to an underwritten sale of their Shares and
may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall
also be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders, their
shares and their intended methods of distribution.

                  5.3.6 Documents to be Delivered by Holder(s). Each of the
Holder(s) participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling securityholders.

6.       Adjustments.
         ------------

         6.1 Adjustments to Exercise Price and Number of Shares. The Exercise
Price and the number of Shares underlying the Purchase Option shall be subject
to adjustment from time to time as hereinafter set forth:

                  6.1.1 Stock Dividends - Split-Ups. If after the date hereof,
and subject to the provisions of Section 6.2 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of
Common Stock or by a split-up of shares of Common Stock or other similar event,
then, on the effective date of such stock dividend or split-up, the number of
Shares issuable on exercise of the Purchase Option shall be increased in
proportion to such increase in outstanding shares.

                  6.1.2 Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 6.2, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date of
such consolidation, combination or reclassification, the number of Shares
issuable on exercise of the Purchase Option shall be decreased in proportion to
such decrease in outstanding shares.

                  6.1.3 Adjustments in Exercise Price. Whenever the number of
Shares purchasable upon the exercise of this Purchase Option is adjusted, as
provided in this Section 6.1, the Exercise Price shall be adjusted (to the
nearest cent) by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
Shares purchasable upon the exercise of this Purchase Option immediately prior
to such adjustment, and (y) the denominator of which shall be the number of
Shares so purchasable immediately thereafter.

                  6.1.4 Replacement of Shares Upon Reorganization, etc. If after
the date hereof any capital reorganization or reclassification of the Common
Stock of the Company, or consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation or other similar event shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale, lawful
and fair provision shall be

                                        7
<PAGE>

made whereby the Holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the
Purchase Option and in lieu of the securities of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, such shares of stock, securities, or assets as may be
issued or payable with respect to or in exchange for the number of securities
equal to the number of securities immediately theretofore purchasable and
receivable upon the exercise of the rights represented by the Purchase Option,
had such reorganization, reclassification, consolidation, merger, or sale not
taken place and in such event appropriate provision shall be made with respect
to the rights and interests of the Holders to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price
and of the number of securities purchasable upon the exercise of the Purchase
Option) shall thereafter be applicable, as nearly as may be in relation to any
share of stock, securities, or assets thereafter deliverable upon the exercise
hereof. The Company shall not effect any such consolidation, merger, or sale
unless prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger, or the
corporation purchasing such assets, shall assume by written instrument executed
and delivered to the Holders evidencing its obligation to deliver such shares of
stock, securities, or assets as, in accordance with the foregoing provisions,
such Holders may be entitled to purchase. The provisions of this Section 6.1.4
shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers.

                  6.1.5 Changes in Form of Purchase Option. This form of
Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to a prior adjustment
or the computation thereof.

         6.2 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Shares, upon the
exercise or transfer of the Purchase Option, nor shall it be required to issue
scrip or pay cash in lieu of any fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated by rounding any
fraction up or down to the nearest whole number of Shares.

7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise hereof. The Company covenants and agrees that, upon exercise of the
Purchase Options and payment of the Exercise Price herefor, all shares of Common
Stock and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder. As long as the Purchase Options shall be outstanding, the
Company shall use its best efforts to cause all Shares, issuable upon exercise
of the Purchase Options to be listed on all securities exchanges (or, if
applicable on the Nasdaq National Market or SmallCap Market or OTC Bulletin
Board) on which the Common Stock issued to the public in connection herewith are
then listed and/or quoted.

                                        8
<PAGE>

8.       Certain Notice Requirements.
         ----------------------------

         8.1 Holder's Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Purchase Options and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the
closing of the transfer books, as the case may be.

         8.2 Events Requiring Notice. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

         8.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6.1
hereof, send notice to the Holders of such event and change ("Price Notice").
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.

         8.4 Transmittal of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier, with acknowledgment of receipt to the party to which
notice is given, or on the fifth day after mailing if mailed to the party to
whom notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows: (i) if to the
registered Holder of the Purchase Option, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to its principal
executive office.

9.       Miscellaneous.
         --------------

         9.1 Amendments. The Underwriters may from time to time supplement or
amend this Purchase Option in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Underwriters may deem necessary
or desirable and which the Underwriters deem shall not adversely affect the
interest of

                                        9

<PAGE>

the Holders. All other modifications or amendments shall require the written
consent of the party against whom enforcement of the modification or amendment
is sought.

         9.2 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

         9.3 Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

         9.4 Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.

         9.5 Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

         9.6 Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

         9.7 Execution in Counterparts. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same

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<PAGE>

agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.

                  IN WITNESS WHEREOF, the Company has caused this Purchase
Option to be signed by its duly authorized officer as of the _____ day of
____________, 2000.

                                         SHOCHET HOLDING CORP.

                                         By: /s/ Roger N. Gladstone
                                            ------------------------------------
                                            Roger N. Gladstone
                                            Chairman and Chief Executive Officer



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<PAGE>


Form to be used to exercise Purchase Option:

Shochet Holding Corp.
2351 East Hallendale Beach Boulevard
Hallendale, Florida 33998

Date:_________________, 2000

                  The undersigned hereby elects irrevocably to exercise the
within Purchase Option and to purchase ____ Shares of the Common Stock of
Shochet Holding Corp. ("Company") and hereby makes payment of $____________ (at
the rate of $_________ per Share of Common Stock) in payment of the Exercise
Price pursuant thereto. Please issue the Shares as to which this Purchase Option
is exercised in accordance with the instructions given below.

                                       or

                  The undersigned hereby elects irrevocably to exercise the
within Purchase Option and to purchase _________ Shares of Common Stock of the
Company by surrender of the unexercised portion of the within Purchase Option
(with a "Value" of $__________ based on a "Market Price" of $___________).
Please issue the Shares in accordance with the instructions given below.

                                                  ------------------------------
                                                  Signature

                                                  ------------------------------
                                                  Signature Guaranteed

                  NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever.


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