AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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Title: AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Governing Law: New Jersey Date: 6/29/2005
Industry: Investment Services Law Firm: Littman Krooks LLP; Goldstein & DiGioia, LLP; Littman Krooks LLP; Goldstein & DiGioia, LLP; Goldstein & DiGioia, LLP

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

DATED AS OF

JUNE 27, 2005

AND

AMONG

FIRST MONTAUK FINANCIAL CORP.,

OLY ACQUISITION CORP.

AND

OLYMPIC CASCADE FINANCIAL CORPORATION

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Table of Contents

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ARTICLE 1

CERTAIN DEFINITIONS.............................................................................2

Section 1.1 Certain Definitions.........................................................8

ARTICLE 1A

TERMINATION OF ORIGINAL AGREEMENT...............................................................8

ARTICLE 2

THE MERGER......................................................................................8

Section 2.1 The Merger..................................................................8

Section 2.2 Conversion of Shares, Preferred Stock and Merger Consideration..............9

Section 2.3 Surrender and Payment......................................................10

Section 2.4 Stock Options, Restricted Stock and Warrants...............................11

Section 2.5 Adjustments................................................................12

Section 2.6 Fractional Shares..........................................................13

Section 2.7 Withholding Rights.........................................................13

Section 2.8 Lost Certificates..........................................................13

Section 2.9 Shares Held by OLYMPIC Affiliates..........................................13

Section 2.10 FMFK Appraisal Rights......................................................13

Section 2.11 OLYMPIC Appraisal Rights...................................................14

ARTICLE 3

THE SURVIVING CORPORATION......................................................................14

Section 3.1 Certificate of Incorporation of the Surviving Corporation..................14

Section 3.2 Directors of the Surviving Corporation.....................................15

Section 3.3 Officers of the Surviving Corporation......................................15

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF FMFK.........................................................15

Section 4.1 Organization and Qualification.............................................15

Section 4.2 Capitalization.............................................................16

Section 4.3 Authority..................................................................17

Section 4.4 Governmental Authorization.................................................18

Section 4.5 Non-Contravention..........................................................18

Section 4.6 Board Recommendation; State Takeover Statutes..............................19

Section 4.7 FMFK Subsidiaries..........................................................19

Section 4.8 SEC Filings................................................................19

Section 4.9 Disclosure Documents.......................................................20

Section 4.10 Absence of Certain Changes.................................................20

Section 4.11 No Undisclosed Material Liabilities........................................21

Section 4.12 Litigation.................................................................22

Section 4.13 Taxes......................................................................22

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Section 4.14 Employees and Employee Benefit Plans.......................................24

Section 4.15 Compliance with Law........................................................25

Section 4.16 Contracts..................................................................27

Section 4.17 Finders' or Advisors' Fees.................................................27

Section 4.18 Environmental Matters......................................................27

Section 4.19 Labor Matters..............................................................28

Section 4.20 Real Property..............................................................28

Section 4.21 Proprietary Rights.........................................................29

Section 4.22 Insurance..................................................................30

Section 4.23 Opinion of Financial Advisor...............................................30

Section 4.24 Transactions with Affiliates...............................................30

Section 4.25 Interests in Other Entities................................................30

Section 4.26 Officer and Director Information...........................................30

Section 4.27 Trading with the Enemy Act; Patriot Act....................................31

Section 4.28 FMFK Insurance Subsidiaries................................................32

Section 4.29 Information as to FMFK; Limitation of Use and Reliance by other Persons....32

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF OLYMPIC......................................................33

Section 5.1 Organization and Qualification.............................................33

Section 5.2 Capitalization.............................................................33

Section 5.3 Authority..................................................................34

Section 5.4 Governmental Authorization.................................................35

Section 5.5 Non-Contravention..........................................................35

Section 5.6 Board Recommendation.......................................................35

Section 5.7 OLYMPIC Subsidiaries.......................................................35

Section 5.8 SEC Filings................................................................36

Section 5.9 Disclosure Documents.......................................................36

Section 5.10 Absence of Certain Changes.................................................37

Section 5.11 No Undisclosed Material Liabilities........................................38

Section 5.12 Litigation.................................................................38

Section 5.13 Taxes......................................................................38

Section 5.14 Employees and Employee Benefit Plans.......................................40

Section 5.15 Compliance with Law........................................................41

Section 5.16 Contracts..................................................................42

Section 5.17 Finders' or Advisors' Fees.................................................42

Section 5.18 Environmental Matters......................................................42

Section 5.19 Labor Matters..............................................................43

Section 5.20 Real Property..............................................................44

Section 5.21 Proprietary Rights.........................................................44

Section 5.22 Insurance..................................................................45

Section 5.23 Opinion of Financial Advisor...............................................45

Section 5.24 Interests in Other Entities................................................45

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Section 5.25 Officer and Director Information...........................................45

Section 5.26 Trading with the Enemy Act; Patriot Act....................................47

Section 5.27 Information as to OLYMPIC; Limitation of Use and Reliance

by other Persons...........................................................47

ARTICLE 6

COVENANTS RELATING TO CONDUCT OF BUSINESS......................................................47

Section 6.1 Conduct of Businesss.......................................................47

Section 6.2 Other FMFK Acquisition Proposals...........................................51

Section 6.3 Other OLYMPIC Acquisition Proposals........................................53

Section 6.4 Consents of OLYMPIC's and FMFK's Accountants...............................54

Section 6.5 Notification of Certain Matters............................................54

Section 6.6 SEC Filings................................................................54

ARTICLE 7

ADDITIONAL COVENANTS OF OLYMPIC AND FMFK.......................................................55

Section 7.1 Preparation of Proxy Statement; Stockholders Meetings......................55

Section 7.2 Intentionally Omitted......................................................58

Section 7.3 Access to Information......................................................58

Section 7.4 Reasonable Commercial Efforts..............................................58

Section 7.5 Public Announcements.......................................................60

Section 7.6 Notification of Certain Matters............................................60

Section 7.7 Expenses...................................................................60

Section 7.8 Affiliates.................................................................60

Section 7.9 OTC Listing................................................................61

Section 7.10 Indemnification............................................................61

Section 7.11 Registration Rights........................................................61

ARTICLE 8

CONDITIONS TO THE MERGER.......................................................................62

Section 8.1 Conditions to the Obligations of Each Party................................62

Section 8.2 Conditions to the Obligations of OLYMPIC...................................63

Section 8.3 Conditions to the Obligations of FMFK and MERGER SUB.......................64

ARTICLE 9

TERMINATION....................................................................................65

Section 9.1 Termination................................................................65

Section 9.2 Termination by OLYMPIC.....................................................66

Section 9.3 Termination by FMFK........................................................66

Section 9.4 Procedure for Termination..................................................67

Section 9.5 Effect of Termination......................................................67

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ARTICLE 10

MISCELLANEOUS..................................................................................68

Section 10.1 Notices....................................................................68

Section 10.2 Non-Survival of Representations and Warranties.............................69

Section 10.3 Amendments; No Waivers.....................................................69

Section 10.4 Successors and Assigns.....................................................69

Section 10.5 Governing Law..............................................................69

Section 10.6 Jurisdiction...............................................................69

Section 10.7 Waiver of Jury Trial.......................................................70

Section 10.8 Counterparts; Effectiveness................................................70

Section 10.9 Entire Agreement...........................................................70

Section 10.10 Captions...................................................................70

Section 10.11 Severability...............................................................70

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EXHIBITS

Exhibit A-1 FMFK Stockholder Voting Agreement

Exhibit A-2 OLYMPIC Stockholder Voting Agreement

Exhibit B Affiliate Agreement

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AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June

27, 2005 (the "Agreement"), by and among FIRST MONTAUK FINANCIAL CORP., a New

Jersey corporation ( "FMFK"), OLYMPIC CASCADE FINANCIAL CORPORATION, a Delaware

corporation ("OLYMPIC"), and FMFC ACQUISITION CORPORATION, a Delaware

corporation and a wholly owned subsidiary of OLYMPIC ("OLD SUB") and OLY

Acquisition Corp. a Delaware corporation and wholly owned subsidiary of FMFK

("MERGER SUB"). FMFK, OLYMPIC, OLD SUB and MERGER SUB are sometimes referred to

individually as a "Party" and collectively as the "Parties."

W I T N E S S E T H:

WHEREAS, FMFK, OLYMPIC and OLD SUB are parties to an Agreement and Plan of

Merger dated as of February 10, 2005 ("Original Agreement") pursuant to which,

among other things, FMFK was to be acquired, through a merger with OLD SUB, by

OLYMPIC and would have become a wholly-owned subsidiary of OLYMPIC, and the

holders of the capital stock of FMFK would have received shares of capital stock

of OLYMPIC in exchange for their shares of capital stock of FMFK.

WHEREAS, FMFK, OLYMPIC and OLD SUB have determined it to be in their best

interests to amend and restate the terms of the Original Agreement to, among

other things, (i) provide that OLYMPIC will become a wholly-owned subsidiary of

FMFK through a merger (the "Merger") with MERGER SUB and (ii) the holders of the

outstanding capital stock of OLYMPIC shall receive capital stock in FMFK in

exchange for their capital stock in OLYMPIC, upon the terms herein described,

and in order to effectuate the foregoing changes, FMFK, OLYMPIC and OLD SUB have

agreed to amend and restate the Original Agreement, with the intended effect of

terminating the Original Agreement.

WHEREAS, the respective Boards of Directors of OLYMPIC, MERGER SUB and

FMFK have approved this Agreement, and deem it advisable and in the best

interests of each corporation and its respective stockholders to consummate the

merger of MERGER SUB with and into OLYMPIC upon the terms and subject to the

conditions of this Agreement, resulting in OLYMPIC surviving the merger and

becoming a wholly-owned subsidiary of FMFK; and

WHEREAS, pursuant to the Merger, among other things, and subject to the

terms and conditions of this Agreement, all of the issued and outstanding shares

of common stock of OLYMPIC shall be converted into the right to receive shares

of voting common stock of FMFK, all of the issued and outstanding shares of

preferred stock of OLYMPIC shall be converted into the right to receive shares

of preferred stock of FMFK and all outstanding options and warrants to purchase

shares of common stock of OLYMPIC which are not exercised prior to the Merger

shall be assumed by FMFK; and

WHEREAS, as a condition to this Agreement, the Parties have required, as a

condition to their respective willingness to enter into this Agreement, that

certain shareholders of the FMFK (including, without limitation, shareholders

holding FMFK Series B Preferred Stock (as hereinafter defined)) and certain

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shareholders of OLYMPIC, and all directors of each of FMFK and OLYMPIC enter

into a Stockholder Voting and Support Agreement (the "FMFK Stockholder Voting

Agreement") with OYLMPIC, and a Stockholder Voting and Support Agreement (the

"OLYMPIC Stockholder Voting Agreement") with FMFK, respectively, substantially

in the forms attached hereto as Exhibits A-1 and A-2, concurrently with the

execution and delivery of this Agreement; and

WHEREAS, it is intended that the Merger qualify as a tax-free

reorganization within the meaning of section 368(a) of the Internal Revenue Code

of 1986, as amended (the "Code") and be accounted for as a purchase transaction;

and

WHEREAS, each of the parties hereto desire to make certain

representations, warranties, covenants and agreements in connection with the

transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises and the mutual

representations, warranties, covenants, agreements and conditions contained

herein, the parties hereto agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Certain Definitions. The following terms are used in this Agreement with the

meanings set forth below:

"Agreeing Party" has the meaning assigned in Section 6.1.

"Agreement" has the meaning assigned in the Preamble.

"Approvals" has the meaning assigned in Section 8.1(c).

"Certificates" has the meaning assigned in Section 2.3(a).

"Change in FMFK Recommendation" has the meaning assigned in Section

7.1(b).

"Change in the OLYMPIC Recommendation" has the meaning assigned in Section

7.1(c).

"Closing" has the meaning assigned in Section 2.1(d).

"Closing Date" has the meaning assigned in Section 2.1(d).

"COBRA" has the meaning assigned in Section 4.14(f).

"Code" has the meaning assigned in the Preamble.

"FMFK" has the meaning assigned in the Preamble.

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"FMFK Acquisition Proposal" shall have the meaning assigned in Section

6.3.

"FMFK Agreements" has the meaning assigned in Section 4.7.

"FMFK Balance Sheet" means the unaudited consolidated balance sheet of

FMFK as of March 31, 2005.

"FMFK Balance Sheet Date" means March 31, 2005.

"FMFK Common Share" has the meaning assigned in Section 2.2(a)(ii).

"FMFK Common Stock" has the meaning assigned in Section 4.2.

"FMFK Convertible Debt" has the meaning assigned in Section 4.2.

"FMFK Debentures" shall mean FMFK's 6% Convertible Debentures issued

pursuant to FMFK's private placement memoranda dated September 30, 2002 and July

30, 2003.

"FMFK Disclosure Schedule" has the meaning assigned in the introductory

clause to Article 4.

"FMFK Employment Agreements" has the meaning assigned in Section 4.14(a).

"FMFK Expenses" has the meaning assigned in Section 9.5.

"FMFK Fairness Opinion" has the meaning assigned in Section 4.23.

"FMFK Financial Statements" shall mean the audited consolidated financial

statements and unaudited consolidated interim financial statements of FMFK.

"FMFK Insurance Subsidiaries" shall mean Montauk Insurance Services, Inc.,

Montauk Insurance Services, Inc. of Alabama and Montauk Insurance Services, Inc.

"FMFK Intellectual Property" has the meaning assigned in Section 4.21.

"FMFK Licenses" has the meaning assigned in Section 4.21.

"FMFK Permits" has the meaning assigned in Section 4.15(a).

"FMFK Preferred Stock" shall mean FMFK Series A Preferred Stock and FMFK

Series B Preferred Stock as more fully described in Section 4.2.

"FMFK Recommendation" has the meaning assigned in Section 7.1(b).

"FMFK Record Date" shall mean the date of record set by the Board of

Directors of FMFK for the determination of whether a holder of FMFK Common Stock

is entitled to vote at FMFK Stockholders Meeting.

"FMFK Returns" has the meaning assigned in Section 4.11(b).

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"FMFK SEC Documents" has the meaning assigned in Section 4.8.

"FMFK Securities" has the meaning assigned in Section 4.1.

"FMFK Stock Options" has the meaning assigned in Section 2.4(a).

"FMFK Stock Plans" has the meaning assigned in Section 2.4(a).

"FMFK Stockholder Approval" has the meaning assigned in Section 4.1.

"FMFK Stockholders Meeting" has the meaning assigned in Section 4.1.

"FMFK Trade Secrets" has the meaning assigned in Section 4.21.

"FMFK Triggering Event" has the meaning assigned in Section 9.2.

"FMFK Warrants" has the meaning assigned in Section 4.2.

"Form S-4" has the meaning assigned in Section 4.7(a).

"GAAP" shall mean generally accepted accounting principles consistently

applied.

"Hazardous Material" means (a) any chemical, material, substance or waste

including, containing or constituting petroleum or petroleum products, solvents

(including chlorinated solvents), nuclear or radioactive materials, asbestos in

any form that is or could become friable, radon, lead-based paint, urea

formaldehyde foam insulation or polychlorinated biphenyls, or (b) any chemicals,

materials, substances or wastes which are now defined as or included in the

definition of "hazardous substances," "hazardous wastes," "hazardous materials,"

"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,"

"toxic pollutants" or words of similar import under any Environmental Law.

"Indemnified Parties" has the meaning assigned in Section 7.10(a).

"IRS" means the Internal Revenue Service.

"Joint Proxy Statement/Prospectus" has the meaning assigned in Section

4.9(a).

"Knowledge" with respect to the "Knowledge" of a party means that such

party will be deemed to have "Knowledge" of a particular fact or matter if any

individual who is serving as a director or officer of such party or any of its

Subsidiaries, has actual knowledge of such fact or matter, after due and

diligent inquiry.

"Lien" has the meaning assigned in Section 4.5.

"Material Adverse Effect" means any change, violation, inaccuracy,

circumstance or effect that is materially adverse to the business, properties,

assets (including intangible assets), liabilities, capitalization, results of

operations or financial condition of either party and its Subsidiaries, taken as

a whole, as the case may be.

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"Merger" has the meaning assigned in Section 2.1(a).

"Merger Consideration" has the meaning assigned in Section 2.2(b).

"MERGER SUB" has the meaning assigned in the Preamble.

"NASD" means the NASD, Inc.

"National" means National Securities Corporation, a State of Washington

corporation.

"NJBCA" has the meaning assigned in Section 2.1(a).

"Nonplan Stock Options" has the meaning assigned in Section 2.4(a).

"OLYMPIC" has the meaning assigned in the Preamble.

"OLYMPIC Acquisition Proposal" has the meaning assigned in Section 6.4.

"OLYMPIC Affiliate" shall have the meaning assigned in Section 7.8.

"OLYMPIC Agreements" has the meaning assigned in Section 5.5.

"OLYMPIC Balance Sheet" means the unaudited consolidated balance sheet of

OLYMPIC as of March 31, 2005.

"OLYMPIC Balance Sheet Date" means March 31, 2005.

"OLYMPIC Common Stock" means the Common Stock, $.02 par value, of OLYMPIC.

"OLYMPIC Disclosure Schedule" has the meaning assigned in the introductory

clause to Article 5.

"OLYMPIC Employment Agreements" has the meaning assigned in Section

5.14(a).

"OLYMPIC Expenses" has the meaning assigned in Section 9.5.

"OLYMPIC Fairness Opinion" has the meaning assigned in Section 5.23.

"OLYMPIC Financial Statements" shall mean the audited consolidated

financial statements and unaudited consolidated interim financial statements of

OLYMPIC.

"OLYMPIC Intellectual Property" has the meaning assigned in Section 5.21.

"OLYMPIC Licenses" has the meaning assigned in Section 5.21.

"OLYMPIC Permits" has the meaning assigned in Section 5.15(a).

"OLYMPIC Preferred Stock" has the meaning assigned in Section 5.2.

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"OLYMPIC Record Date" shall mean the date of record set by the Board of

Directors of OLYMPIC for the determination of whether a holder of OLYMPIC Common

Stock is entitled to vote at the OLYMPIC Stockholders Meeting.

"OLYMPIC Recommendation" has the meaning assigned in Section 7.1(c).

"OLYMPIC Representatives" has the meaning assigned in Section 6.4.

"OLYMPIC Returns" has the meaning assigned in Section 5.13(a).

"OLYMPIC Securities" has the meaning assigned in Section 5.2.

"OLYMPIC SEC Documents" has the meaning assigned in Section 5.8.

"OLYMPIC Stockholder Approval" has the meaning assigned in Section 5.3.

"OLYMPIC Stockholders Meeting" has the meaning assigned in Section 5.3.

"OLYMPIC Trade Secrets" has the meaning assigned in Section 5.21.

"OLYMPIC Triggering Event" has the meaning assigned in Section 9.3.

"OLYMPIC Warrants" has the meaning assigned in Section 5.2.

"Person" means an individual, a corporation, a limited liability company,

a partnership, an association, a trust or any other entity or organization,

including a government or political subdivision or any agency or instrumentality

thereof.

"Proposed Financing" has the meaning provided in Section 8.1(e) below.

"Qualifying Amendment" means an amendment or supplement to the Joint Proxy

Statement/Prospectus or Form S-4 (including by incorporation by reference) to

the extent it contains (a) a Change in the OLYMPIC Recommendation or a Change in

FMFK Recommendation (as the case may be), (b) a statement of the reasons of the

Board of Directors of OLYMPIC or FMFK (as the case may be) for making such a

Change in the OLYMPIC Recommendation or Change in FMFK Recommendation (as the

case may be) and (c) additional information reasonably related to the foregoing.

"Real Property Lease" has the meaning assigned in Section 4.21(b).

"Regulatory Law" means, all federal, state and foreign, if any, statutes,

rules, regulations, orders, decrees, administrative and judicial doctrines and

other laws that are designed or intended to prohibit, restrict or regulate (a)

mergers, acquisitions or other business combinations, (b) foreign investment, or

or lessening of competition.

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"Release" means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping or disposing of a

Hazardous Material into the Environment.

"Required Approvals" has the meaning assigned in Section 7.4(a).

"Required FMFK Stockholder Vote" has the meaning assigned in Section

4.9(c).

"RIA Governmental Authorization" has the meaning assigned in Section

4.16(d).

"Sarbanes-Oxley" has the meaning assigned in Section 4.8.

"SEC" has the meaning assigned in Section 2.4(c).

"Securities Act" has the meaning assigned in Section 2.4(c).

"Site" means any of the real properties currently owned, leased, occupied,

used or operated by either party, including all soil, subsoil, surface waters

and groundwater.

"Subsidiary" when used with respect to any Person means any other Person,

whether incorporated or unincorporated, of which (a) more than fifty percent

(50%) of the securities or other ownership interests or (b) securities or other

interests having by their terms ordinary voting power to elect more than fifty

percent (50%) of the board of directors or others performing similar functions

with respect to such corporation or other organization, is directly owned or

controlled by such Person or by any one or more of its Subsidiaries. With

respect to FMFK, the term "Subsidiary" shall, without limitation, include MERGER

SUB.

"Superior Proposal" has the meaning assigned in Section 6.3.

"Surviving Corporation" has the meaning assigned in Section 2.1(a).

"Tail Coverage" has the meaning assigned in Section 7.10(b).

"Takeover Laws" means (a) any "moratorium," "control share acquisition,"

"fair price," "supermajority," "affiliate transactions" or "business combination

statute or regulation" or other similar state antitakeover laws and regulations,

(b) Section 203 of the DGCL and (c) Sections 14A:10. et seq. of the NJBCA.

"Tax" has the meaning assigned in Section 4.13(a).

"Taxing Authority" has the meaning assigned in Section 4.13(a).

"Third Party Expenses" means all legal, accounting, printing and financial

advisory fees and expenses of third parties, whether payable in cash or

securities, incurred by a party to this Agreement in connection with the

negotiation and effectuation of all terms and conditions of this Agreement and

the transactions contemplated hereby.

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ARTICLE 1A

TERMINATION OF ORIGINAL AGREEMENT

Section 1A.1 Termination. The Original Agreement is hereby terminated and

rendered null and void and replaced and superceded in its entirety by this

Agreement.

ARTICLE 2

THE MERGER

Section 2.1 The Merger.

(a) At the Effective Time (as hereafter defined), in accordance with the

provisions of this Agreement and the General Corporation Law of the State of

Delaware (the "DGCL"), MERGER SUB shall be merged with and into OLYMPIC (the

"Merger"), whereupon the separate existence of MERGER SUB shall cease and

OLYMPIC shall be the surviving corporation (hereinafter sometimes called the

"Surviving Corporation") in the Merger and a wholly owned subsidiary of FMFK.

(b) As soon as practicable after satisfaction or, to the extent permitted

hereunder, waiver of all conditions to the Merger, OLYMPIC and MERGER SUB shall

file a Certificate of Merger with the Secretary of State of Delaware meeting the

requirements of the DGCL, and execute, acknowledge, deliver, file and/or record

all such other instruments, and take all such other actions, as may be required

in order to cause the Merger to become effective in accordance with the

provisions of the DGCL and this Agreement. The Merger shall become effective at

such time as the certificate of merger is duly filed with the Secretary of State

of the State of Delaware or at such later time as is specified in the

certificate of merger (the "Effective Time"). For accounting purposes, the

effective date of the Merger shall be the first day of the month in which the

Closing occurs.

possess all the rights, privileges, property and powers and be subject to all of

the restrictions, disabilities, debts and duties of OLYMPIC and MERGER SUB, all

as provided under the DGCL.

(d) Unless this Agreement shall have been earlier terminated and the

transactions herein contemplated shall have been abandoned pursuant to Article 9

hereof, the closing of the Merger (the "Closing") shall take place (i) at the

offices of Goldstein & DiGioia LLP, 45 Broadway - 11th Floor, New York, New York

10006 as soon as practicable, but in any event within three (3) business days

after the day on which the last to be fulfilled or waived of the conditions set

forth in Article 8 hereof (than those conditions that by their nature are to be

fulfilled at the Closing, but subject to the fulfillment or waiver of such

conditions) shall be fulfilled or waived in accordance with this Agreement or

(ii) at such other time, place and date as is mutually agreed to in writing by

the parties hereto. The date of the Closing is referred to in this Agreement as

the "Closing Date."

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Section 2.2 Conversion of Shares, Preferred Stock and Merger Consideration.

(a) As of the Effective Time, by virtue of the Merger and without any

action on the part of the holders thereof:

(i) Each share of common stock of MERGER SUB that is issued

and outstanding immediately prior to the Effective Time shall be converted

into and become one validly issued, fully paid and nonassessable share of

common stock, $.02 par value per share, of the Surviving Corporation, with

the same rights, powers and privileges as the shares so converted, and

such shares shall constitute the only outstanding shares of capital stock

of the Surviving Corporation. From and after the Effective Time, all

certificates representing the common stock of MERGER SUB shall be deemed

for all purposes to represent the number of shares of common stock of the

Surviving Corporation into which they were converted in accordance with

this Section 2.2(a)(i).

(ii) Each share of OLYMPIC Common Stock (an "OLYMPIC Common

Share") held by OLYMPIC as treasury stock or owned by any subsidiary of

OLYMPIC, by FMFK or by any subsidiary of FMFK immediately prior to the

Effective Time, shall be canceled and extinguished and no consideration

whatsoever shall be made with respect thereto.

(iii) Each OLYMPIC Common Share issued and outstanding

immediately prior to the Effective Time (and except as otherwise provided

in Section 2.2(a)(ii)), shall be converted into a right to receive 1.75

(the "Exchange Ratio") shares of FMFK common stock no par value per share

(the "FMFK Common Stock"), plus any cash in lieu of fractional shares of

FMFK Common Stock, as provided in Section 2.6 hereof.

(iv) Each share of OLYMPIC Series A Preferred Stock issued and

outstanding immediately prior to the Effective Time shall be converted

into a right to receive one share of FMFK Series D Preferred Stock. The

FMFK Series D Preferred Stock shall have terms in form and substance

substantially equivalent to those contained in OLYMPIC Series A Preferred

Stock, giving effect to the Exchange Ratio to the conversion ratios

contained therein; provided, however, the FMFK Series D Preferred Stock

shall be pari-passu to the outstanding FMFK Series B Preferred Stock with

respect to liquidation preferences and the payment of dividends.

(v) Each share of OLYMPIC Preferred Stock held by OLYMPIC as

treasury stock or owned by any subsidiary of OLYMPIC, by FMFK or by any

subsidiary of FMFK immediately prior to the Effective Time, shall be

canceled and extinguished and no consideration whatsoever shall be made

with respect thereto.

(b) The FMFK Common Stock to be received as consideration pursuant to the

Merger by each holder of OLYMPIC Common Stock (together with cash in lieu of

fractional shares of FMFK Common Stock, as provided in Section 2.6 hereof) and

the FMFK Preferred Stock to be received as consideration pursuant to the Merger

by each holder of OLYMPIC Preferred Stock, which is the only consideration

(other than payment for fractional shares) being received by the holders of

OLYMPIC's capital stock, is referred to collectively herein as the "Merger

Consideration."

<PAGE>

and OLYMPIC Preferred Stock, or any right to receive same (collectively "OLYMPIC

Shares") converted in accordance with Sections 2.2(a)(iii) and (iv) shall no

longer be outstanding and shall automatically be canceled and retired and shall

cease to exist, and each holder of a certificate representing any such OLYMPIC

Shares shall cease to have any rights with respect thereto, except the right to

receive the Merger Consideration, as applicable, and any dividends payable

pursuant to Section 2.3(f) hereof. From and after the Effective Time, the stock

transfer books of OLYMPIC shall be closed as to holders of OLYMPIC Common Stock

and OLYMPIC Preferred Stock immediately prior to the Effective Time and no

transfer of OLYMPIC Common Stock or OLYMPIC Preferred Stock by any such holder

shall thereafter be made or recognized.

Section 2.3 Surrender and Payment.

(a) Prior to the Effective Time, FMFK shall appoint a bank or trust

company as agent, reasonably acceptable to OLYMPIC (the "Exchange Agent") for

the purpose of exchanging certificates representing OLYMPIC Shares (the

"Certificates") for the Merger Consideration. FMFK will make available to the

Exchange Agent, as needed, the Merger Consideration to be delivered in respect

of OLYMPIC Shares. Promptly after the Effective Time, FMFK will send, or will

cause the Exchange Agent to send, to each holder of record at the Effective Time

of OLYMPIC Shares a letter of transmittal for use in such exchange (which shall

specify that the delivery shall be effected, and risk of loss and title shall

pass, only upon proper delivery of the Certificates to the Exchange Agent).

(b) Each holder of OLYMPIC Shares that have been converted into a right to

receive the Merger Consideration, upon surrender to the Exchange Agent of a

Certificate, together with a properly completed letter of transmittal, will be

entitled to receive the Merger Consideration payable in respect of OLYMPIC

Shares represented by such Certificate. Until so surrendered, each such

Certificate shall, after the Effective Time, represent for all purposes only the

right to receive such Merger Consideration.

name of a Person other than the Person in whose name the applicable surrendered

Certificate is registered, it shall be a condition to such registration that the

Certificate so surrendered shall be properly endorsed or otherwise be in proper

form for transfer and that the Person requesting such registration shall pay to

the Exchange Agent any transfer or other taxes required as a result of such

registration in the name of a Person other than the registered holder of such

Certificate or establish to the satisfaction of the Exchange Agent that such tax

has been paid or is not payable.

(d) After the Effective Time, there shall be no further registration of

transfers of OLYMPIC Shares. If, after the Effective Time, Certificates are

presented to the Exchange Agent, the Surviving Corporation or FMFK, they shall

be canceled and exchanged for the consideration provided for, and in accordance

with the procedures set forth, in this Article 2.

<PAGE>

(e) Any portion of the Merger Consideration made available to the Exchange

Agent pursuant to Section 2.3(a) hereof that remains unclaimed by the holders of

OLYMPIC Shares one (1) year after the Effective Time shall be returned to FMFK,

upon demand, and any such holder who has not exchanged such holder's OLYMPIC

Shares for the Merger Consideration in accordance with this Section 2.3 prior to

that time shall thereafter look only to FMFK for delivery of the Merger

Consideration in respect of such holder's OLYMPIC Shares. Notwithstanding the

foregoing, FMFK, the Exchange Agent and the Surviving Corporation shall not be

liable to any holder of OLYMPIC Shares for any Merger Consideration delivered to

a public official pursuant to applicable abandoned property, escheat or similar

laws.

(f) No dividends or other distributions with respect to OLYMPIC Common

Stock and OLYMPIC Preferred Stock issued in the Merger shall be paid to the

holder of any unsurrendered Certificates until such Certificates are surrendered

as provided in this Section 2.3. Subject to the effect of applicable laws,

following such surrender, there shall be paid, without interest, to the record

holder of the OLYMPIC Common Stock and OLYMPIC Preferred Stock issued in

exchange therefor (i) at the time of such surrender, all dividends and other

distributions payable in respect of such OLYMPIC Common Stock and OLYMPIC

Preferred Stock with a record date after the Effective Time and a payment date

on or prior to the date of such surrender and not previously paid, and (ii) at

the appropriate payment date, the dividends or other distributions payable with

respect to such OLYMPIC Common Stock and OLYMPIC Preferred Stock with a record

date after the Effective Time but with a payment date subsequent to such

surrender. For purposes of dividends or other distributions in respect of

OLYMPIC Common Stock and OLYMPIC Preferred Stock, all FMFK Common Stock and FMFK

Preferred Stock to be issued pursuant to the Merger as merger consideration

shall be entitled to dividends pursuant to the immediately preceding sentence as

if issued and outstanding as of the Effective Time

Section 2.4 Stock Options, Restricted Stock and Warrants.

(a) At the Effective Time, each outstanding option to purchase OLYMPIC

Shares that is either: (a) granted under OLYMPIC's plans identified in Section

2.4 of OLYMPIC Disclosure Schedule (as defined in the introductory clause to

Article 5 below) as being the only compensation or benefit plans or agreements

pursuant to which OLYMPIC Shares may be issued (collectively, the "OLYMPIC Stock

Plans"), or (b) granted outside of OLYMPIC Stock Plans and identified in Section

2.4 of the Disclosure Schedule (the "Nonplan Stock Options"), whether vested or

not vested (collectively, the "OLYMPIC Stock Options"), shall be deemed assumed

by FMFK and shall thereafter be deemed to constitute an option to acquire, on

the same terms and conditions (including any provisions for) as were applicable

under such OLYMPIC Stock Option prior to the Effective Time (in accordance with

the past practice of OLYMPIC with respect to interpretation and application of

such terms and conditions), the number (rounded to the nearest whole number) of

shares of FMFK Common Stock determined by multiplying (x) the number of OLYMPIC

Shares subject to such OLYMPIC Stock Option immediately prior to the Effective

Time by (y) the Exchange Ratio, at a price per share of FMFK Common Stock

(rounded up to the nearest whole cent) equal to (a) the exercise price per

OLYMPIC Share otherwise purchasable pursuant to such OLYMPIC Stock Option

<PAGE>

divided by (b) the Exchange Ratio. The parties intend that the conversion of

OLYMPIC Stock Options hereunder will meet the requirements of Section 424(a) of

the Code in the case of incentive stock options and this Section 2.4(a) shall be

interpreted or modified consistent with such intention. The terms of OLYMPIC

Stock Plans permit the assumption of options to purchase OLYMPIC Common Stock as

provided in this Section 2.4(a), without the consent or approval of the holders

of such options, shareholders or otherwise. Except as set forth on Section

2.4(a) of OLYMPIC Disclosure Schedule, the Merger will not terminate or

accelerate any OLYMPIC Stock Option or any right of exercise, vesting or

repurchase relating thereto with respect to FMFK Common Stock acquired upon

exercise of such assumed OLYMPIC Stock Option. Holders of OLYMPIC Stock Options

will not be entitled to acquire OLYMPIC Shares after the Merger. In addition,

prior to the Effective Time, FMFK and/or OLYMPIC, as the case may be, will make

any amendments to the terms of such stock option or compensation plans,

arrangements or agreements that are necessary to give effect to the transactions

contemplated by this Section 2.4 (including without limitation the increase of

number of shares authorized thereunder and/or the adoption of a new stock option

plan).

(b) FMFK shall take all corporate action necessary to reserve for issuance

a sufficient number of shares of FMFK Common Stock for delivery pursuant to the

terms set forth in this Section 2.4.

shall use its reasonable efforts to file with the Securities and Exchange

Commission (the "SEC") a registration statement on an appropriate form or a

post-effective amendment to a previously filed registration statement under the

Securities Act of 1933, as amended (the "Securities Act"), with respect to the

FMFK Common Stock subject to options and other equity-based awards described in

this Section 2.4, and shall use its reasonable efforts to maintain the current

status of the prospectus contained therein, as well as comply with any

applicable state securities or "blue sky" laws, for so long as such options or

other equity-based awards remain outstanding.

(d) Each OLYMPIC Warrant that remains outstanding following the Effective

Time shall continue to have, and be subject to, the same terms and conditions

set forth in the documents governing such OLYMPIC Warrant immediately prior to

the Effective Time, except that (i) such OLYMPIC Warrant will be exercisable for

that number of whole shares of FMFK Common Stock as is equal to the product of

(w) the number of OLYMPIC Shares that were purchasable under OLYMPIC Warrant

immediately prior to the Effective Time by (x) the Exchange Ratio, rounded to

the nearest whole number of shares of FMFK Common Stock and (ii) the per share

exercise price for FMFK Common Stock issuable upon exercise of such OLYMPIC

Warrant will be equal to (y) the aggregate exercise price of such OLYMPIC

Warrant immediately prior to the Effective Time divided by (z) the number of

shares of FMFK Common Stock for which such OLYMPIC Warrant shall be exercisable

as determined in accordance with the preceding clause (i), rounded to the

nearest whole cent.

Section 2.5 Adjustments. If at any time during the period between the date of

this Agreement and the Effective Time, any change in the outstanding shares of

capital stock of OLYMPIC or FMFK (other than as contemplated in Section 4.2

hereof or permitted under this Agreement) shall occur, including, without

limitation, by reason of any reclassification, recapitalization, stock split or

combination, exchange or readjustment of shares, or any stock dividend thereon

with a record date during such period, the Merger Consideration shall be

appropriately adjusted.

<PAGE>

Section 2.6 Fractional Shares

(a) No fractional shares of FMFK Common Stock shall be issued in the

Merger, but in lieu thereof, each holder of OLYMPIC Shares otherwise entitled to

a fractional share of FMFK Common Stock will be entitled to receive from the

Exchange Agent, in accordance with the provisions of this Section 2.6 hereof, a

cash payment in lieu of such fractional shares of FMFK Common Stock in an amount

equal to the product obtained by multiplying (i) the fractional share of FMFK

Common Stock to which such holder otherwise would be entitled to by (ii) the

average closing price on the Over-the-Counter Bulletin Board of a share of FMFK

Common Stock for the five (5) trading days immediately preceding the Closing

Date.

(b) As soon as practicable after the determination of the amount of cash,

if any, to be paid to holders of OLYMPIC Shares in lieu of any fractional shares

of FMFK Common Stock, the Exchange Agent shall make available such amounts to

such holders of OLYMPIC Shares without interest.

Section 2.7 Withholding Rights. Each of the Surviving Corporation and FMFK shall

be entitled to deduct and withhold from the consideration otherwise payable to

any Person pursuant to this Article 2 such amounts as it is required to deduct

and withhold with respect to the making of such payment under any provision of

federal, state, local or foreign tax law. To the extent that amounts are so

withheld by the Surviving Corporation or FMFK, as the case may be, such withheld

amounts shall be treated for all purposes of this Agreement as having been paid

to the holder of OLYMPIC Shares in respect of which such deduction and

withholding was made by the Surviving Corporation or FMFK, as the case may be.

Section 2.8 Lost Certificates. If any Certificate shall have been lost, stolen

or destroyed, upon the making of an affidavit of that fact by the Person

claiming such Certificate to be lost, stolen or destroyed and, if required by

the Exchange Agent, the posting by such Person of a bond, in such reasonable

amount as the Exchange Agent may direct, as indemnity against any claim that may

be made against it, the Surviving Corporation or the Exchange Agent with respect

to such Certificate, the Exchange Agent will issue in exchange for such lost,

stolen or destroyed Certificate, the Merger Consideration to be paid in respect

of OLYMPIC Shares represented by such Certificate, as contemplated by this

Article 2.

Section 2.9 Shares Held by OLYMPIC Affiliates. Anything to the contrary herein

notwithstanding, no shares of FMFK Common Stock (or certificates therefor) shall

be issued in exchange for any Certificate to any Person who may be an

"affiliate" of OLYMPIC (identified pursuant to Section 7.8 hereof) until such

Person shall have delivered to FMFK a duly executed letter as contemplated in

Section 7.8 hereof. Such Person shall be subject to the restrictions described

in such letter, and such shares (or certificates therefor) shall bear a legend

describing such restrictions.

Section 2.10 FMFK Appraisal Rights. Notwithstanding anything in this Agreement

to the contrary, but only to the extent required by the NJBCA, shares of FMFK

Shares that are issued and outstanding immediately prior to the Effective Time

and are held by holders of shares of FMFK Shares who comply with all the

provisions of Section 14A10-12 the NJBCA (each such share, an "FMFK Dissenting

Share") concerning the right of holders of shares of FMFK Shares to dissent from

the Merger and require appraisal of their shares ("FMFK Dissenting

Shareholders") shall cease to be outstanding FMFK Shares and shall become the

<PAGE>

right to receive such consideration as may be determined to be due such FMFK

Dissenting Shareholder pursuant to the NJBCA; provided, however, that if any

FMFK Dissenting Shareholder shall subsequently withdraw his or her demand for

appraisal or fail to establish or perfect or otherwise lose his or her appraisal

rights as provided by applicable law, then such FMFK Dissenting Shareholder or

Shareholders, as the case may be, shall forfeit the right to appraisal of such

FMFK Dissenting Shares. FMFK shall give OLYMPIC prompt notice of any written

demands for appraisal of shares of FMFK Shares, withdrawals of demands for

appraisal and any other related instruments received by FMFK.

Section 2.11 OLYMPIC Appraisal Rights. Notwithstanding anything in this

Agreement to the contrary, but only to the extent required by the DGCL, shares

of OLYMPIC Common Stock that are issued and outstanding immediately prior to the

Effective Time and are held by holders of shares of OLYMPIC Shares who comply

with all the provisions of the DGCL (each such share, an OLYMPIC Dissenting

Share") concerning the right of holders of shares of OLYMPIC Shares to dissent

from the Merger and require appraisal of their shares (" OLYMPIC Dissenting

Shareholders") shall not be converted into the right to receive the Merger

Consideration but shall become the right to receive such consideration as may be

determined to be due such OLYMPIC Dissenting Shareholder pursuant to the DGCL;

provided, however, that if any OLYMPIC Dissenting Shareholder shall subsequently

withdraw his or her demand for appraisal or fail to establish or perfect or

otherwise lose his or her appraisal rights as provided by applicable law, then

such OLYMPIC Dissenting Shareholder or Shareholders, as the case may be, shall

forfeit the right to appraisal of such OLMYPIC Dissenting Shares and each of

such OLYMPIC Dissenting Shares shall thereupon be deemed to have been converted

into and represent only the right to receive the FMFK Shares, as if such OLYMPIC

Dissenting Share had not been OLYMPIC Dissenting Shares at the Effective Time,

without any interest thereon, upon surrender of the certificate representing

such shares, and such shares shall thereupon no longer be OLYMPIC Dissenting

Shares. OLYMPIC shall give FMFK (A) prompt notice of any written demands for

appraisal of shares of OLYMPIC Shares, withdrawals of demands for appraisal and

any other related instruments received by OLYMPIC, and (B) the opportunity to

direct all negotiations and proceedings with respect to any such demands for

appraisal. OLYMPIC will not, except with the prior written consent of FMFK,

voluntarily make any payment with respect to any demands for appraisal or

settle, offer or otherwise negotiate to settle any demand.

ARTICLE 3

THE SURVIVING CORPORATION

Section 3.1 Certificate of Incorporation of the Surviving Corporation. The

certificate of incorporation of MERGER SUB in effect at the Effective Time shall

be the certificate of incorporation of the Surviving Corporation until amended

in accordance with applicable law, except that the name of the Surviving

Corporation shall be changed to the name NATIONAL HOLDING COMPANY.

<PAGE>

Bylaws of the Surviving Corporation. The bylaws of MERGER SUB in effect at the

Effective Time shall be the bylaws of the Surviving Corporation until amended in

accordance with applicable law.

Section 3.2 Directors of the Surviving Corporation. The following persons shall

be the initial members of the Board of Directors of the Surviving Corporation,

each to hold office in accordance with the applicable provisions of law:

Mark Goldwasser

Victor Kurylak

Section 3.3 Officers of the Surviving Corporation. The following persons shall

be the initial officers of the Surviving Corporation, each to hold office in

accordance with the applicable provisions of law:

Name Office(s)

Victor Kurylak Chief Executive Officer

Member of the Office of the Chief Executive

Officer

Mark Goldwasser President

Chief Operating Officer

Member of the Office of the Chief Executive

Officer

Robert H. Daskal Chief Financial Officer

Brian Friedman Executive Vice President

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF FMFK

Except as specifically disclosed in FMFK Disclosure Schedule delivered by

FMFK to OLYMPIC immediately prior to the execution of this Agreement (the "FMFK

Disclosure Schedule"), FMFK represents and warrants to OLYMPIC as follows:

Section 4.1 Organization and Qualification.

(a) Each of FMFK and MERGER SUB is a corporation duly organized, validly

existing and in good standing under the laws of the State of its incorporation

and has all requisite power and authority to own, lease and operate its

respective properties and to carry on its business as now being conducted.

<PAGE>

(b) Each of FMFK and MERGER SUB is duly qualified to do business as a

foreign corporation and is in good standing under the laws of each state or

other jurisdiction in which the nature of its business requires such

qualification, which states or jurisdictions are listed on Section 4.1(b) of

FMFK Disclosure Schedule, except where the failure to be so qualified or in good

standing, taken together with all other such failures, would not have a Material

Adverse Effect on FMFK.

activities other than in connection with or as contemplated by this Agreement.

FMFK has made available to OLYMPIC true and complete copies of MERGER SUB's

certificates of incorporation and bylaws, as amended to the date hereof. All of

the issued and outstanding capital stock of MERGER SUB is owned by FMFK.

(d) FMFK has heretofore furnished or made available to OLYMPIC complete

and correct copies of (i) the charter documents (including the articles or

certificate of incorporation and bylaws, if any), as most recently amended to

date of FMFK and each of its Subsidiaries and (ii) any code of conduct or

similar policy adopted by FMFK and each of its Subsidiaries. Each such charter

document is in full force and effect. Neither FMFK nor any of its Subsidiaries

is in violation of any of the provisions of its respective charter documents.

The corporate minute books of FMFK are complete in all material respects and the

minutes and consents contained therein accurately reflect the actions that were

taken at a duly called and held meeting or by consent without a meeting. All

material actions by FMFK which required director or shareholder approval are

reflected in the corporate minute books of FMFK. FMFK is not in material

violation or breach of, or in material default with respect to, any term of its

Certificate of Incorporation (or other charter documents) or by-laws.

Section 4.2 Capitalization. The authorized capital stock of FMFK consists of

30,000,000 shares of Common Stock, no par value per share (the "FMFK Common

Stock") and 5,000,000 shares of Preferred Stock, consisting of 625,000 shares of

Series A Convertible Preferred Stock, $0.10 par value per share (the "FMFK

Series A Preferred Stock") and 445,102 shares of Series B Preferred Convertible

Stock, $.10 par value per share (the "FMFK Series B Preferred Stock" and

together with FMFK Series A Preferred Stock, the "FMFK Preferred Stock"). As of

June 6, 2005, (a) 15,744,576 shares of FMFK Common Stock were issued and

outstanding, (b) 305,369 shares of FMFK Series A Preferred Stock were issued and

outstanding, (c) 197,824 shares of FMFK Series B Preferred Stock were issued and

outstanding, (d) 7,620,000 shares of FMFK Common Stock were reserved for

issuance pursuant to FMFK Stock Plans, of which stock options to purchase an

aggregate of 3,127,698 shares of FMFK Common Stock were outstanding, and no

shares of FMFK Common Stock were reserved for issuance pursuant to Nonplan Stock

Options, (e) 486,718 shares of FMFK Common Stock were reserved for issuance upon

exercise of warrants ("FMFK Warrants"), (f) 2,510,000 shares of FMFK Common

Stock were reserved for issuance upon conversion of debentures and/or

<PAGE>

convertible debt ("FMFK Convertible Debt") and (g) no FMFK Shares were held in

the Treasury of FMFK or any of its Subsidiaries. All the outstanding shares of

FMFK's Common Stock are, and all FMFK Shares that may be issued pursuant to the

exercise of outstanding FMFK Stock Options, FMFK Warrants and FMFK Convertible

Debt will be, when issued in accordance with the terms thereof, duly authorized,

validly issued, fully paid and non-assessable. Except as disclosed in this

Section 4.2 or in Section 4.2 of FMFK Disclosure Schedule, there are outstanding

(x) no shares of capital stock or other voting securities of FMFK, (y) no

securities or indebtedness of FMFK convertible into or exchangeable for shares

of capital stock or voting securities of FMFK, and (z) no options, warrants or

other rights to acquire from FMFK, and no preemptive or similar rights,

subscription or other rights, convertible securities, agreements, arrangements

or commitments of any character, relating to the capital stock of FMFK,

obligating FMFK to issue, transfer or sell, any capital stock, voting securities

or securities convertible into or exchangeable for capital stock or voting

securities of FMFK or obligating FMFK to grant, extend or enter into any such

option, warrant, subscription or other right, convertible security, agreement,

arrangement or commitment (the items in clauses (x), (y) and (z) being referred

to collectively as the "FMFK Securities"). There are no outstanding obligations

of FMFK or any of its Subsidiaries to repurchase, redeem or otherwise acquire

any FMFK Securities, except as set forth in the terms and conditions of FMFK

Debentures and FMFK Series B Preferred Stock. There are not as of the date

hereof and there will not be at the Effective Time any stockholder agreements,

voting trusts or other agreements or understandings to which FMFK or any of its

Subsidiaries is a party or by which it is bound relating to the voting of any

shares of the capital stock of FMFK or any agreements, arrangements, or other

understandings to which FMFK or any of its Subsidiaries is a party or by which

it is bound that will limit in any way the solicitation of proxies by or on

behalf of FMFK from, or the casting of votes by, the stockholders of FMFK with

respect to the Merger.

Section 4.3 Authority. Each of FMFK and MERGER SUB has full corporate power and

authority to execute and deliver this Agreement and, subject to the requisite

approval of its stockholders, to perform its obligations hereunder and

consummate the transactions contemplated hereby. The execution and delivery of

this Agreement, the performance by each of FMFK and MERGER SUB of its

obligations hereunder and the consummation of the transactions contemplated

hereby have been duly and validly authorized and approved by FMFK's Board of

Directors. The Board of Directors of FMFK has directed that this Agreement be

submitted to FMFK's stockholders for approval at a meeting of FMFK's

stockholders for the purpose of approving the Merger and this Agreement (the

"FMFK Stockholders Meeting"), and, except for the approval of this Agreement and

the Merger by the affirmative vote of holders of a majority of the outstanding

shares of FMFK Common Stock (the "FMFK Stockholder Approval"), no other

corporate proceedings are necessary to authorize this Agreement or the

consummation of the transactions contemplated hereby. FMFK, as the sole

stockholder of MERGER SUB, has approved this Agreement and the transactions

contemplated hereby. This Agreement has been duly and validly executed and

delivered by FMFK and MERGER SUB (assuming due authorization, execution and

delivery by OLYMPIC) it constitutes a legal, valid and binding agreement of each

of FMFK and MERGER SUB, enforceable against it in accordance with its terms,

<PAGE>

except (a) as limited by applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of

creditors' rights generally, (b) as limited by laws relating to the availability

of specific performance, injunctive relief or other equitable remedies and (c)

as limited by applicable rules and regulations of the NASD with respect to

change of control of a registered broker-dealer. The shares of FMFK Common Stock

and FMFK Preferred Stock to be issued by FMFK pursuant to the Merger: (i) have

been or will be duly authorized, and, when issued in accordance with the terms

of the Merger and this Agreement (or the applicable option agreements), will be

validly issued, fully paid and nonassessable and will not be subject to

preemptive rights; (ii) will, when issued in accordance with the terms of the

Merger and this Agreement (or the applicable option agreements), be registered

under the Securities Act, and to the extent reasonably able to do so, registered

or exempt from registration under applicable United States "Blue Sky" laws;

(iii) will, when issued in accordance with the terms of the Merger and this

Agreement, be eligible for listing on the OTC; and (iv) will be issued free and

clear of any Liens.

Section 4.4 Governmental Authorization. The execution, delivery and performance

by each of FMFK and MERGER SUB of this Agreement and the consummation of the

Merger by MERGER SUB require no consent of, or filing with, any governmental

body, agency, official or authority other than (a) the filing of a certificate

of merger in accordance with DGCL, (b) compliance with any applicable

requirements of the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder (the "Exchange Act"), (c) compliance with

any applicable requirements of the NASD and state blue sky commissioners, (d)

compliance with any applicable requirements of the Securities Act and state

securities laws, and (e) other actions or filings which if not taken or made

would not, individually or in the aggregate, have a Material Adverse Effect on

FMFK or MERGER SUB.

Section 4.5 Non-Contravention. Except as disclosed in Section 4.5 of FMFK

Disclosure Schedule, the execution, delivery and performance by FMFK and MERGER

SUB of this Agreement and its obligations hereunder and the consummation by FMFK

of the transactions contemplated hereby do not and will not (a) violate,

contravene or conflict with the certificate of incorporation or bylaws of FMFK

or MERGER SUB, (b) violate, contravene or conflict with or constitute a

violation of any provision of any law, regulation, judgment, injunction, order

or decree binding upon or applicable to FMFK or any of its Subsidiaries,

including MERGER SUB, (c) constitute a default under or give rise to a right of

termination, cancellation or acceleration of any right or obligation of FMFK or

any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to

which FMFK or any of its Subsidiaries is entitled under any provision of any

agreement, contract or other instrument binding upon FMFK or any of its

Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or

other similar authorization held by FMFK or any of its Subsidiaries, or (d)

result in the creation or imposition of any Lien on any asset of FMFK or any of

its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage,

lien, pledge, hypothecate, charge, security interest or encumbrance of any kind

in respect of such asset other than any such mortgage, lien, pledge, charge,

security interest or encumbrance (i) for Taxes (as defined in Section 4.13

hereof) not yet due or being contested in good faith (and for which adequate

accruals or reserves have been established on FMFK Balance Sheet (as such term

is defined in Section 4.9 hereof), as the case may be); (ii) which is a

carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like

lien arising in the ordinary course of business; (iii) statutory or common law

liens to secure obligations to landlords, lessors or renters under leases or

rental agreements confined to the premises rented or (iv) deposits or pledges

made in connection with, or to secure payment of, workers' compensation,

unemployment insurance, or other social security programs mandated under laws

applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure

Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement

that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would

limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete

in or conduct any line of business or compete with any Person or in any

geographic area or during any period of time.

<PAGE>

Section 4.6 Board Recommendation; State Takeover Statutes. The Board of

Directors of FMFK has (a) approved and adopted this Agreement, (b) determined

that this Agreement and the transaction contemplated by this Agreement are

advisable, fair to and in the best interests of FMFK and the stockholders of

FMFK, (c) resolved to recommend adoption of this Agreement to the stockholders

of FMFK, and (d) taken and will take all actions necessary to ensure that the

restrictions applicable to business combinations contained in Section 14A:10. et

seq. of the NJBCA are, and will be, inapplicable to the execution, delivery and

performance of this Agreement and to the consummation of the Merger. No other

state takeover statute or similar legal requirement applies or purports to apply

to the Merger, this Agreement or any of the transactions contemplated hereby.

Section 4.7 FMFK Subsidiaries. Each of FMFK's Subsidiaries is a corporation duly

organized, validly existing and in good standing under the laws of its

jurisdiction of incorporation and has all requisite corporate power and

authority to own, lease and operate its properties and to carry on its business

as it is now being conducted. Each of FMFK's Subsidiaries is duly qualified as a

foreign corporation to do business, and is in good standing, in each

jurisdiction where the character of its properties owned or leased or the nature

of its activities makes such qualification necessary, which states or

jurisdictions are listed on Section 4.7 of FMFK Disclosure Schedule, except

where the failure to be so qualified or in good standing, taken together with

all other such failures, would not have a Material Adverse Effect on FMFK.

Section 4.7 of FMFK Disclosure Schedule lists the only Subsidiaries of FMFK as

of the date hereof, and all Subsidiaries of FMFK thereafter formed or acquired.

All of the outstanding shares of capital stock of the Subsidiaries of FMFK are

validly issued, fully paid and nonassessable and are owned by FMFK free and

clear of all liens, claims, charges or encumbrances, and there are no

irrevocable proxies with respect to such shares. There are no restrictions on

FMFK to vote the stock of any of its Subsidiaries.

Section 4.8 SEC Filings. FMFK has filed with the SEC true and complete copies of

all forms, reports, schedules and other documents required to be filed by it

under the Exchange Act or the Securities Act since January 1, 2000 (as such

documents have been amended since the time of their filing, collectively, the

"FMFK SEC Documents"). As of their respective dates or, if amended, as of the

date of the last such amendment, FMFK SEC Documents, including, without

limitation, any financial statements or included therein (a) did not contain any

untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they were made, not misleading and (b) complied

in all material respects with the applicable requirements of the Exchange Act

and the Securities Act, as the case may be, and the applicable rules and

regulations of the SEC thereunder. The financial statements included in FMFK SEC

Documents were prepared in accordance with GAAP consistently applied (except as

may be otherwise indicated in the notes thereto), and fairly present the

financial position of FMFK as at the dates thereof and its results of operations

and cash flows for the periods indicated. Except as set forth in Section 4.8 of

FMFK's Disclosure Schedule, none of FMFK's Subsidiaries is required to file any

forms, reports or other documents with the SEC. Additionally, since the adoption

of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and to the extent that FMFK

is subject to Sarbanes-Oxley, FMFK has complied in all material respects with

the applicable laws, rules and regulation under Sarbanes-Oxley.

<PAGE>

Section 4.9 Disclosure Documents.

(a) The joint proxy statement of FMFK and OLYMPIC relating to the required

meetings of stockholders of FMFK and OLYMPIC contemplated by Section 7.1(a)

hereof and the prospectus of FMFK relating to the shares of FMFK Common Stock to

be issued in connection with the Merger (the "Joint Proxy Statement/Prospectus")

to be filed with the SEC in connection with the Merger and the registration

statement on Form S-4 of FMFK (the "Form S-4") to be filed under the Securities

Act relating to the issuance of FMFK Common Stock in the Merger, and any

amendments or supplements thereto, will, when filed, comply as to form in all

material respects with the requirements of the Exchange Act and the Securities

Act.

(b) Neither the Joint Proxy Statement/Prospectus to be filed with the SEC,

nor any amendment or supplement thereto, will, at the date the Joint Proxy

Statement/Prospectus or any such amendment or supplement is first mailed to

stockholders of FMFK or OLYMPIC, as the case may be, or at the time such

stockholders vote on the adoption and approval of this Agreement and the

transactions contemplated hereby, contain any untrue statement of a material

fact or omit to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were

made, not misleading. Neither the Form S-4 nor any amendment or supplement

thereto will, at the time it becomes effective under the Securities Act or at

the Effective Time, contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the

statements therein not misleading. No representation or warranty is made by FMFK

in this Section 4.9 with respect to statements made or incorporated by reference

therein based on information supplied by OLYMPIC for inclusion or incorporation

by reference in the Joint Proxy Statement/Prospectus or the Form S-4.

FMFK Common Stock and the affirmative vote of the holders of a majority of the

shares of FMFK Series A Preferred Stock and FMFK Series B Preferred Stock

outstanding on FMFK Record Date (the "Required FMFK Stockholder Vote") are the

only votes of the holders of any class or series of FMFK's capital stock

necessary to adopt this Agreement.

Section 4.10 Absence of Certain Changes. Except as set forth in Section 4.10 of

FMFK Disclosure Schedule, and except as expressly permitted by this Agreement,

since March 31, 2005 (the "FMFK Balance Sheet Date"), FMFK and each Subsidiary

has conducted its respective business in the ordinary course consistent with

past practice and, without limiting the generality of the foregoing:

(a) There has been no event, occurrence or development of a state of

circumstances or facts that, individually or in the aggregate, has had or would

be reasonably likely to have a Material Adverse Effect on FMFK and its

Subsidiaries, taken as a whole;

<PAGE>

(b) There has not been any amendment or change in the Certificate of

Incorporation or Bylaws of FMFK or its Subsidiaries;

for, borrowed money, or incurred any obligation or liability which individually

or in the aggregate exceeded $25,000, except for settlements of litigations,

arbitrations or other claims or proceedings which may be made by FMFK or any

Subsidiary as described in Section 4.10(c) of FMFK's Disclosure Schedule;

(d) FMFK has not nor has any Subsidiary declared or made any dividend,

payment or other distribution on or with respect to any share of capital stock,

or redeemed, purchased or otherwise acquired any shares of its capital stock or

any option, warrant or other right to purchase or acquire any such shares other

than, in the case of any Subsidiary, to FMFK;

(e) Neither FMFK nor its Subsidiaries has made any change in accounting

principles or methods, except in so far as may be required under GAAP;

(f) FMFK has not nor has any Subsidiary of FMFK entered into any material

transaction or contract, or made any material commitment to do the same, except

in the ordinary course of business consistent with past practice;

(g) FMFK has not nor has any Subsidiary of FMFK increased or prepaid its

indebtedness for borrowed money, except current borrowings under credit lines

listed on Section 4.10(g) of FMFK Disclosure Schedule or made any loan to any

Person other than to any employee for normal travel and expense advances;

(h) FMFK has not nor has any Subsidiary of FMFK granted any increase in

the rate of wages, salaries, bonuses or other remuneration of any employee who,

whether as a result of such increase or prior thereto, receives aggregate

compensation from FMFK or its Subsidiaries at an annual rate of $50,000 or more,

or except in the ordinary course of business to any other employees;

(i) FMFK has not nor has any Subsidiary of FMFK entered into an employment

or exclusive consultant agreement which is not cancelable without penalty or

other financial obligation within 30 days; and

(j) FMFK has not nor has any Subsidiary of FMFK agreed, whether or not in

writing, to do any of the actions set forth in any of the above clauses.

Section 4.11 No Undisclosed Material Liabilities. Since the Balance Sheet Date,

except as set forth in Section 4.11 of FMFK Disclosure Schedule, there are no

material liabilities of FMFK or any Subsidiary of FMFK of any kind whatsoever,

whether accrued, contingent, absolute, determined, determinable or otherwise,

other than:

(i) Liabilities incurred in the ordinary course of business

and consistent with past practice;

<PAGE>

(ii) Liabilities disclosed in FMFK SEC Documents filed prior

to the date hereof; or

(iii) Liabilities under this Agreement.

Section 4.12 Litigation. Except as disclosed in FMFK SEC Documents or on Section

4.12 of FMFK's Disclosure Schedule, there is no claim, dispute, action,

proceeding, arbitration, notice, order, suit, appeal or investigation, at law or

in equity, pending or, to FMFK's Knowledge, threatened, against FMFK or any

Subsidiary of FMFK, any of their respective directors, officers, employees or

agents, or involving any of their respective assets or properties before any

court, agency, authority, arbitration panel or other tribunal which, if

determined adversely, would have a Material Adverse Effect on FMFK. Except as

disclosed in FMFK's SEC Documents, neither FMFK nor any Subsidiary is subject to

any order, writ, injunction or decree of any court, agency, authority,

arbitration panel or other tribunal, nor is FMFK or any Subsidiary in default

with respect to any notice, order, writ, injunction or decree which would have a

Material Adverse Effect on FMFK.

Section 4.13 Taxes.

(a) For purposes of this Agreement, "Tax" (and, with correlative meaning,

"Taxes" and "Taxable") means any and all taxes, including without limitation (i)

any income, profits, alternative or add-on minimum tax, gross receipts, sales,

use, value-added, ad valorem, transfer, franchise, profits, license,

withholding, payroll, employment, excise, severance, stamp, occupation, net

worth, premium, property, environmental or windfall profit tax, custom, duty or

other tax, governmental fee or assessment or charge of any kind whatsoever,

together with any interest or any penalty, addition to tax or additional amount

imposed by any governmental entity responsible for the imposition of any such

tax (domestic or foreign) (a "Taxing Authority"), (ii) any liability for the

payment of any amounts of the type described in clause (i) above as a result of

being a member of an affiliated, consolidated, combined or unitary group for any

Taxable period or as the result of being a transferee or successor thereof, and

(iii) any liability for the payment of any amounts of the type described in

clause (i) or (ii) above as a result of any express or implied obligation to

indemnify any other Person.

(b) All Tax returns, statements, reports and forms (including estimated

Tax returns and reports and information returns and reports) required to be

filed with any Taxing Authority with respect to any Taxable period ending on or

before the Effective Time, by or on behalf of FMFK or any Subsidiary of FMFK

(collectively, the "FMFK Returns"), have been or will be filed when due

(including any extensions of such due date), and all amounts shown to be due

thereon on or before the Effective Time have been or will be paid on or before

such date, other than such Taxes which are adequately reserved for in accordance

with GAAP. FMFK Financial Statements fully accrue all actual and contingent

liability for Taxes with respect to all periods through the dates thereof in

accordance with GAAP. FMFK Financial Statements (i) fully accrue consistent with

past practices and in accordance with GAAP all actual and contingent liabilities

for Taxes with respect to all periods through the date of FMFK Financial

Statements and (ii) properly accrue consistent with past practices and in

accordance with GAAP all liabilities for Taxes payable after FMFK Balance Sheet

Date with respect to all transactions and events occurring on or prior to such

date. All information set forth in the notes to FMFK Financial Statements

relating to Tax matters is accurate in all material respects.

<PAGE>

Statements other than in the ordinary course of business and adequate provision

has been made for all Taxes since that date in accordance with GAAP on at least

a quarterly or, with respect to employment taxes, monthly basis. FMFK and each

Subsidiary of FMFK have withheld and paid to the applicable financial

institution or Taxing Authority all amounts of Taxes required to be withheld in

all material respects. No FMFK Returns filed with respect to federal income tax

returns for Taxable years of FMFK in the case of the United States, have been

examined by the Internal Revenue Service. FMFK has not nor has any Subsidiary of

FMFK been granted any extension or waiver of the limitation period applicable to

any FMFK Return.

(d) There is no claim, audit, action, suit, proceeding or, investigation

now pending or, to FMFK's Knowledge, threatened against or with respect to FMFK

or any Subsidiary of FMFK in respect of any Tax or assessment. There are no

liabilities for Taxes with respect to any notice of deficiency or similar

document of any Tax Authority received by FMFK or any Subsidiary of FMFK which

have not been satisfied in full (including liabilities for interest, additions

to tax and penalties thereon and related expenses). There are no liens for Taxes

upon the assets of FMFK or any Subsidiary of FMFK except liens for current Taxes

not yet delinquent. Except as may be required as a result of the Merger, FMFK

has not nor has any Subsidiary of FMFK been nor will it be required to include

any adjustment in Taxable income for any Tax period (or portion thereof)

pursuant to section 481 or 263A of the Code or any comparable provision under

state or foreign Tax laws as a result of transactions, events or accounting

methods employed prior to the Effective Time.

(e) Except as set forth in Section 4.13 of FMFK's Disclosure Schedule,

there is no contract, agreement, plan or arrangement, including without

limitation the provisions of this Agreement, covering any employee or

independent contractor or former employee or independent contractor of FMFK or

any Subsidiary of FMFK that, individually or collectively, could, as a result of

the transactions contemplated hereby, give rise to the payment of any amount

that would not be deductible pursuant to section 280G or section 162 (m) of the

Code. Other than pursuant to this Agreement, FMFK is not nor is any Subsidiary

of FMFK a party to or bound by (nor will they prior to the Effective Time become

a party to or bound by) any tax indemnity, tax sharing or tax allocation

agreement (whether written, unwritten or arising under operation of federal law

as a result of being a member of a group filing consolidated tax returns, under

operation of certain state laws as a result of being a member of a unitary

group, or under comparable laws of other states or foreign jurisdictions) which

includes a party other than FMFK or any Subsidiary of FMFK. None of the assets

of FMFK or any Subsidiary of FMFK (i) is property that FMFK or any Subsidiary of

FMFK is required to treat as owned by any other Person pursuant to the so-called

"safe harbor lease" provisions of former section 168(f)(8) of the Code, (ii)

directly or indirectly secures any debt the interest on which is tax exempt

under section 103(a) of the Code, or (iii) is "tax exempt use property" within

<PAGE>

the meaning of section 168(h) of the Code. FMFK has not nor has any Subsidiary

of FMFK participated in (and prior to the Effective Time FMFK will not nor will

any Subsidiary of FMFK participate in) an international boycott within the

meaning of section 999 of the Code. FMFK has disclosed on its federal income tax

returns all positions taken therein that could give rise to a substantial

understatement of federal income tax within the meaning of section 6661 of the

Code. FMFK has previously provided or made available to OLYMPIC complete and

accurate copies of all FMFK Returns and, as reasonably requested by OLYMPIC,

prior to or following the date hereof, presently existing information

statements, reports, work papers, Tax opinions and memoranda and other Tax data

and documents.

Section 4.14 Employees and Employee Benefit Plans.

(a) Except as set forth in Section 4.14(a) of FMFK Disclosure Schedule,

neither FMFK nor any Subsidiary of FMFK has entered into any employment contract

or arrangement with any director, officer, employee or any other consultant or

Person (i) which is not terminable by it at will without liability, except as

the right of FMFK or such Subsidiary to terminate its employees at will may be

limited by applicable federal, state or foreign law, or (ii) under which FMFK or

any Subsidiary of FMFK could have any material liability (collectively, the

"FMFK Employment Agreements").

(b) Except as set forth in Section 4.14(b) of FMFK Disclosure Schedule,

neither FMFK nor any Subsidiary of FMFK maintains any deferred compensation,

pension, health, profit sharing, bonus, stock purchase, stock option, fringe

benefit, hospitalization, insurance, severance, change in control, retention,

workers' compensation, supplemental unemployment benefits, vacation benefits,

disability benefits, or any other employee benefit plan (as defined in the

Employee Retirement Income Security Act of 1974, as amended ("ERISA") or

otherwise) or welfare benefit plan or obligation covering any of its current or

former officers, directors, employees or consultants ("Employee Plans").

of (i) each FMFK Employment Agreement, (ii) each Employee Plan (or, in the case

of any unwritten Employee Plans, descriptions thereof), (iii) the most recent

annual report on Form 5500 filed with the IRS with respect to each Employee Plan

(if any such report was required), (iv) the most recent summary plan description

for each Employee Plan for which such summary plan description is required, (v)

each trust agreement and group annuity contract relating to any Employee Plan,

(vi) each determination letter and any outstanding request for a determination

letter, and (vii) all correspondence with the IRS or the United States

Department of Labor relating to any outstanding controversy or audit. Each

Employee Plan complies in all material respects with applicable laws, including,

without limitation, ERISA and the Code.

(d) Each Employee Plan has been maintained, funded, operated and

administered in compliance in all material respects with all applicable laws and

regulations, including but not limited to, ERISA, the Code, and the Health

Insurance Portability and Accountability Act of 1996. Each Employee Plan that is

intended to be qualified under section 401(a) of the Code and each trust forming

a part thereof that is intended to be exempt from taxation under Section 501(a)

of the Code has received a favorable determination letter from the IRS as to its

qualification and tax-exempt status and nothing has occurred, whether by any

action or any failure to act, since the date of such determination letter that

could adversely affect the qualification of such Employee Plan or the tax-exempt

status of such related trust. No event has occurred and, to the Knowledge of

FMFK, there currently exists no condition or set of circumstances in connection

with which FMFK that could reasonably be expected to be subject to any liability

<PAGE>

under the terms of any Employee Plans (other than for benefits payable in the

normal course of the operations of the Employee Plans), ERISA, the Code or any

other applicable law, including any liability under Title IV of ERISA. Each

Employee Plan can be amended or terminated in accordance with its terms and any

applicable law without any material liability to FMFK or any of its

Subsidiaries. No Employee Plan is a "multiemployer plan" as defined in section

3(37) of the ERISA and 414(f) of the Code, or a "multiple employer plan" as

described in section 4063(a) of ERISA and 413 of the Code, and none of FMFK, any

of its Subsidiaries or any ERISA Affiliate has ever contributed or had an

obligation to contribute to any multiemployer plan or any plan subject to Title

IV of ERISA. For purposes of this Section 4.14, an "ERISA Affiliate" is any

organization that is a member of the controlled group of organizations of FMFK

and its Subsidiaries (within the meaning of sections 414(b), (c), (m) or (o) of

the Code).

(e) Except as set forth in Section 4.14(e) of FMFK Disclosure Schedule, no

current or former director, officer or other employee of, or consultant to, FMFK

or any of its Subsidiaries will become entitled to any retirement, severance or

similar benefit or enhanced or accelerated benefit (including any acceleration

of vesting or lapse of repurchase rights or obligations with respect to any

employee stock option or other benefit under any stock option plan or

compensation plan or arrangement of FMFK) as a result of the transactions

contemplated hereby.

(f) Except as set forth in Section 4.14(f) of FMFK Disclosure Schedule, no

Employee Plan provides post-retirement health and medical, life or other

insurance benefits for retired employees of FMFK or any of its Subsidiaries

(other than benefit coverage mandated by applicable statute, including benefits

provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985,

as codified in Code section 4980B and ERISA sections 601 et seq., as amended

from time to time ("COBRA")). The unfunded post retirement benefit obligation

(determined as of December 31, 2003 in accordance with United States Financial

Accounting Standards Board Statement No. 106) of FMFK and its Subsidiaries with

respect to all post retirement benefits of their current and former employees

equals the amount set forth in FMFK Balance Sheet.

(g) There has been no amendment to, written interpretation or announcement

(whether or not written) by FMFK or any of its affiliates relating to, or change

in employee participation or coverage under, any Employee Plan that would

increase materially the expense of maintaining such Employee Plan above the

level of the expense incurred in respect thereof for the twelve (12) months

ended on FMFK Balance Sheet Date.

Section 4.15 Compliance with Law.

(a) All licenses, franchises, permits, clearances, consents, certificates

and other evidences of authority of FMFK and its Subsidiaries which are

necessary to the conduct of FMFK's and its Subsidiaries' respective businesses

("FMFK Permits") are in full force and effect and FMFK is not nor is any

Subsidiary in violation of any FMFK Permit in any respect, except for such

exceptions or violations that, individually or in the aggregate, would not have,

or be reasonably likely to have, a Material Adverse Effect. Except for

exceptions which would not have a Material Adverse Effect, the businesses of

FMFK and its Subsidiaries have been conducted in accordance with all applicable

<PAGE>

laws, regulations, orders and other requirements of governmental authorities. No

investigation or review by any governmental or regulatory body or authority is

pending or, to the Knowledge of FMFK, threatened against FMFK or its

Subsidiaries, nor has any governmental or regulatory body or authority indicated

an intention to conduct the same, other than, in each such case, those the

outcome of which could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect on FMFK. There is no action or claim

that is pending or threatened to revoke or terminate any of such FMFK Permits or

declare any such FMFK Permit invalid in any material respect.

(b) FMFK and its Subsidiaries possess and are in compliance with all SEC,

NASD, OTC and applicable state governmental authorizations (collectively, "BD

Governmental and SRO Authorizations") that are required to conduct the

broker-dealer business of FMFK and its Subsidiaries including, without

limitation, all authorizations and licenses issued to any principal, officer or

employee of FMFK used in connection with the conduct or operations of FMFK's and

its Subsidiaries' business, except where the failure to obtain or comply with

such BD Governmental and SRO Authorization would not have a Material Adverse

Effect on FMFK or on its Subsidiaries. Each of such BD Governmental and SRO

Authorizations are listed on Section 4.15(b) of FMFK Disclosure Schedule. Each

of such BD Governmental and SRO Authorizations is valid and in full force and

effect and neither FMFK, its Subsidiaries, nor any of their respective employees

received in writing, at any time since January 1, 2002, other than as set forth

on FMFK's or its Subsidiaries' Form BD, any notice or other communication from

any governmental body regarding (i) any actual or alleged violation of or

failure to comply with any material term or requirement of any BD Governmental

and SRO Authorization, or (ii) any actual or proposed revocation, withdrawal,

suspension, cancellation, termination of, or modification to any BD Governmental

and SRO Authorization, except as may be required to consummate the transaction

contemplated hereby.

January 1, 2002 has been, in compliance with SEC Rule 15c-3(1) and Rule 15c-3(3)

and in substantial compliance with the other provisions of Rule 15c-3.

(d) FMFK and its Subsidiaries possess and are in compliance with all SEC

and applicable state governmental authorizations (collectively, "RIA

Governmental Authorizations") that are required to conduct the investment

adviser business of FMFK and its Subsidiaries including, without limitation, all

authorizations and licenses issued to any principal, officer or employee of FMFK

used in connection with the conduct or operations of FMFK's and its

Subsidiaries' business, except where the failure to obtain or comply with such

RIA Governmental Authorization would not have a Material Adverse Effect on FMFK

or on its Subsidiaries. Each of such RIA Governmental Authorizations are listed

on Section 4.15(d) of FMFK Disclosure Schedule. Each of such IRA Governmental

Authorizations is valid and in full force and effect and neither FMFK, its

Subsidiaries, nor any of their respective employees received in writing, at any

time since January 1, 2002, other than as set forth on FMFK's or its

<PAGE>

Subsidiaries' Form ADV, any notice or other communication from any governmental

body regarding (i) any actual or alleged violation of or failure to comply with

any material term or requirement of any RIA Governmental Authorization, or (ii)

any actual or proposed revocation, withdrawal, suspension, cancellation,

termination of, or modification to any RIA Governmental Authorization, except as

may be required to consummate the transaction contemplated hereby.

Section 4.16 Contracts. Each FMFK Agreement is legally valid and binding and in

full force and effect, and neither FMFK nor any Subsidiary of FMFK has breached,

is in default under or has received written notice of any breach of or default

under any FMFK Agreement except where such breach, taken together with all other

such breaches, would not have a Material Adverse Effect on FMFK. To FMFK's

Knowledge, no other party to any of FMFK Agreements has breached or is in

default of any of its obligations thereunder.

Section 4.17 Finders' or Advisors' Fees. Except as set forth in Section 4.17 of

FMFK's Disclosure Section, there is no investment banker, broker, finder or

other intermediary which has been retained by or is authorized to act on behalf

of FMFK or any of its Subsidiaries who might be entitled to any fee or

commission in connection with the transactions contemplated by this Agreement.

Section 4.18 Environmental Matters. Except as set forth in Section 4.18 of FMFK

Disclosure Schedule:

(a) Each of FMFK and its Subsidiaries possesses any and all Environmental

Permits necessary to or required for the operation of its business as currently

conducted. FMFK and its Subsidiaries will obtain, prior to the Closing, any

Environmental Permits that must be obtained as of or immediately after the

Closing in order for the Surviving Corporation and/or FMFK to conduct the

business of FMFK and its Subsidiaries as it was conducted prior to the Closing.

(b) Each of FMFK and its Subsidiaries is in compliance in all material

respects with (i) all terms, conditions and provisions of its Environmental

Permits; and (ii) all Environmental Laws.

alleged, actual or potential responsibility for, or any inquiry regarding, (i)

any release or threatened or suspected release of any Hazardous Material, or

(ii) any violation of Environmental Law, and there is no outstanding civil,

criminal or administrative investigation, action, suit hearing or proceeding

pending or threatened against FMFK pursuant to any Environmental Law.

(d) Each of FMFK and its Subsidiaries does not have any obligation or

liability with respect to any Hazardous Material, including any Release or

threatened or suspected Release of any Hazardous Material and any violation of

Environmental Law, and there have been no events, facts or circumstances which

could form the basis of any such obligation or liability.

(e) No Releases of Hazardous Material(s) have occurred at, from, in, to,

on, or under any Site and no Hazardous Material is present in, on, about or

migrating to or from any Site.

(f) Each of FMFK and its Subsidiaries has not transported or arranged for

the treatment, storage, handling, disposal or transportation of any Hazardous

Material at, from or to any site or other location.

(g) No Site is a current or proposed Environmental Clean-up Site.

(h) There are no Liens under or pursuant to any Environmental Law on any

Site.

<PAGE>

(i) There is no (i) underground storage tank, active or abandoned, (ii)

polychlorinated biphenyl containing equipment, (iii) asbestos-containing

material, (iv) radon, (v) lead-based paint or (vi) urea formaldehyde at any

Site. Any underground storage tank meets all current applicable upgrade

requirements.

(j) There have been no Environmental investigations, studies, audits,

tests, reviews or other analyses conducted which are in FMFK's possession with

respect to any Site which have not been delivered to OLYMPIC prior to execution

of this Agreement.

(k) FMFK and its Subsidiaries have provided all notifications and

warnings, made all reports, and kept and maintained all records required

pursuant to Environmental Laws.

Section 4.19 Labor Matters. There are no labor disputes or union organization

activities pending or, to FMFK's Knowledge, threatened between FMFK or its

Subsidiaries and any of its employees. None of the employees of FMFK or any of

its Subsidiaries belongs to any union or collective bargaining unit. FMFK and

its Subsidiaries have complied in all material respects with all applicable

state and federal equal employment opportunity and other laws and regulations

related to employment or working conditions, including all civil rights and

anti-discrimination laws, rules and regulations. FMFK is not nor is any of its

Subsidiaries the subject of any material proceeding asserting that FMFK or any

of its Subsidiaries has committed an unfair labor practice or is seeking to

compel it to bargain with any labor union or labor organization nor is there

pending or, to the Knowledge of FMFK, threatened, any labor strike, dispute,

walkout, work stoppage, slowdown or lockout involving FMFK or any of its

Subsidiaries.

Section 4.20 Real Property.

(a) Owned Real Property. FMFK does not own any real property (including

ground leases) or hold any option or right of first refusal or first offer to

acquire any real property, and FMFK is not obligated by contract or otherwise to

purchase any real property.

(b) Leased Real Property. Section 4.20(b) of FMFK Disclosure Schedule

contains an accurate and complete list of each Real Property Lease. "Real

Property Lease" is defined as any real property lease, sublease, license or

other occupancy agreement, including without limitation, any modification,

amendment or supplement thereto and any other related document or agreement

executed or entered into by FMFK or OLYMPIC (including, without limitation, any

of the foregoing which FMFK or OLYMPIC has subleased or assigned to another

Person and as to which FMFK or OLYMPIC remains liable). With respect to each

Real Property Lease set forth on Section 4.20(b) of FMFK Disclosure Schedule:

(a) it is valid, binding and in full force and effect; (b) all rents and

additional rents and other sums, expenses and charges due to date have been

paid; (c) the lessee has been in peaceable possession since the commencement of

the original term thereof; (d) no waiver, indulgence or postponement of the

lessee's obligations thereunder has been granted by the lessor; (e) there exists

no default or event of default by FMFK or by any other party thereto; (f) to

FMFK's Knowledge, there exists no occurrence, condition or act which, with the

giving of notice, the lapse of time or the happening of any further event or

<PAGE>

condition, would become a default or event of default by FMFK thereunder; and

(g) there are no outstanding claims of breach or indemnification or notice of

default or termination thereunder. FMFK holds the leasehold estate on each Real

Property Lease, free and clear of all Liens except for the liens of mortgagees

of the real property in which such leasehold estate is located. The real

property leased by FMFK is adequate and suitable for the purposes for which it

is presently being used. FMFK is in physical possession and actual and exclusive

occupation of the whole of each of its leased properties. FMFK does not owe any

brokerage commission with respect to any Real Property Lease.

Section 4.21 Proprietary Rights. Section 4.21 of FMFK Disclosure Schedule sets

forth a list of all registered and material unregistered FMFK Intellectual

Property (as defined below) owned by FMFK and used in the conduct of its

business and all agreements granting any right to use or practice any right

relating to FMFK Intellectual Property (as defined below) currently used in the

conduct of FMFK's business (the "FMFK Licenses"). Except as set forth in Section

4.21 of FMFK Disclosure Schedule: (i) FMFK or its Subsidiaries is the sole owner

of all of its rights under FMFK Licenses free and clear of any liens, claims,

encumbrances or interests; (ii) FMFK or its Subsidiaries is the sole owner of,

or has a valid right to use pursuant to a FMFK License, all patents and patent

applications; registered and unregistered trademarks, service marks, trade

names, trade dress, logos, company names and other source or business

identifiers, including all goodwill associated therewith; the names, likenesses

and other attributes of individuals; registered and unregistered copyrights,

computer programs and databases; trade secrets, proprietary technology,

know-how, industrial designs and other confidential information ("FMFK Trade

Secrets"); any pending applications for any of the foregoing (collectively, the

"FMFK Intellectual Property") currently used in the conduct of FMFK's business,

free and clear of any liens, claims, encumbrances or interests, (iii) the

present or past operations of FMFK or its Subsidiaries does not infringe upon,

violate, interfere or conflict with the rights of others with respect to any

FMFK Intellectual Property and no claim is pending or, to FMFK's Knowledge,

threatened, to this effect; (iv) to FMFK's knowledge, none of FMFK Intellectual

Property is invalid or unenforceable, or has not been used or enforced or has

failed to be used or enforced in a manner that would result in the abandonment,

cancellation or unenforceability of any of FMFK Intellectual Property and no

claim is pending or, to FMFK's Knowledge, threatened, to this effect; (v) no

FMFK License provision or any other contract, agreement or understanding with

any party exists which would prevent the continued use by FMFK or its

Subsidiaries (as currently used by FMFK or its Subsidiaries) of any FMFK

Intellectual Property following the consummation of the transactions

contemplated hereby, except where such event would not have a Material Adverse

Effect on FMFK, taken as whole; (vi) to FMFK's Knowledge, no person is

infringing upon or otherwise violating any FMFK Intellectual Property or FMFK

License; (vii) there are no claims pending or, to FMFK's Knowledge, threatened

in connection with any FMFK License; and (viii) no FMFK Trade Secret has been

disclosed by FMFK or its Subsidiaries to any third party except subject to an

appropriate confidentiality agreement or as required by a governmental

authority. Additionally, to the Knowledge of FMFK, FMFK has not infringed,

misappropriated or otherwise conflicted with any intellectual property rights or

other similar rights of any third parties, other than any of the foregoing which

may have occurred in the past and have been fully and finally resolved prior to

the date of this Agreement and FMFK does not have any knowledge of any

infringement, misappropriation or conflict which will occur as a result of the

continued operation of the business of FMFK and its Subsidiaries as currently

conducted or as currently proposed by FMFK to be conducted (assuming the

transaction contemplated by this Agreement are not consummated).

<PAGE>

Section 4.22 Insurance. FMFK has provided OLYMPIC with copies of all insurance

policies to which FMFK or its Subsidiaries is a party or is a beneficiary or

named insured. All of the insurable properties of FMFK and its Subsidiaries are

insured pursuant to insurance policies as FMFK reasonably believes is customary

in the industry in which FMFK and its Subsidiaries are engaged. Such policies

are in full force and effect, all premiums due and payable with respect thereto

have been paid, and no notice of cancellation or termination has been received

by FMFK. Except as set forth on Section 4.22 of FMFK's Disclosure Schedule,

there have been no claims in excess of $25,000 asserted under any of the

insurance policies of FMFK or its Subsidiaries in respect of all general

liability, professional liability, errors and omissions, property liability and

worker's compensation and medical claims since FMFK's Balance Sheet Date.

Section 4.23 Opinion of Financial Advisor. FMFK has received the opinion of

Capitalink, L.C. to the effect that, as of the date of such opinion, the

Exchange Ratio was fair from a financial point of view to the holders of FMFK

Shares (other than OLYMPIC or any of its Subsidiaries or affiliates), and, as of

the date hereof, such opinion has not been withdrawn (such opinion, the "FMFK

Fairness Opinion").

Section 4.24 Transactions with Affiliates. Except as set forth in FMFK SEC

Documents or as set forth in Section 4.24 of FMFK Disclosure Schedules, since

the date of FMFK's last proxy statement filed with the SEC, no event has

occurred that would be required to be reported by FMFK pursuant to Item 404 of

Regulation S-K promulgated by the SEC.

Section 4.25 Interests in Other Entities. Other than as set forth in Section

4.25 of FMFK Disclosure Schedule and except for the capital stock of its

Subsidiaries, FMFK does not (i) own, directly or indirectly, of record or

beneficially, any shares of voting stock or other equity securities of any other

corporation, (ii) have any ownership interest, direct or indirect, of record or

beneficially, in any unincorporated entity, or (iii) have any obligation, direct

or indirect, present or contingent, (1) to purchase or subscribe for any

interest in, advance or loan monies to, or in any way make investments in, any

Person, or (2) to share any profits or capital investments or both.

Section 4.26 Officer and Director Information. During the past five years,

neither FMFK, nor any of its officers or directors, nor any person intended upon

consummation of the Merger to be nominated by FMFK to become an officer or

director of FMFK or any successor entity or subsidiary, has been the subject of:

(a) A petition under the Federal bankruptcy laws or any other insolvency

or moratorium law or a petition seeking to appoint a receiver, fiscal agent or

similar officer for the business or property of FMFK or such person, or any

partnership in which FMFK or any such person was a general partner at or within

two years before the time of such filing, or any corporation or business

association of which any such person was an executive officer at or within two

years before the time of such filing;

(b) A conviction in a criminal proceeding or a named subject of a pending

criminal proceeding (excluding traffic violations which do not relate to driving

while intoxicated or driving under the influence of an intoxicating substance);

<PAGE>

vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining FMFK or any such person from, or otherwise limiting, the following

activities:

(i) Acting as a futures commission merchant, introducing

broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the United

States Commodity Futures Trading Commission or an associated person of any

of the foregoing, or as an investment adviser, underwriter, broker or

dealer in securities, or as an affiliated person, director or employee of

any investment company, bank, savings and loan association or insurance

company, or engaging in or continuing any conduct or practice in

connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase

or sale of any security or commodity or in connection with any violation

of Federal, state or other securities laws or commodities laws;

(d) any order, judgment or decree, not subsequently reversed, suspended or

vacated, of any Federal, state or local authority barring, suspending or

otherwise limiting for more than 60 days the right of FMFK or any such person to

engage in any activity described in the preceding sub-paragraph, or to be

associated with persons engaged in any such activity;

(e) a finding by a court of competent jurisdiction in a civil action or by

the SEC to have violated any securities law, regulation or decree and the

judgment in such civil action or finding by the SEC has not been subsequently

reversed, suspended or vacated; or

(f) a finding by a court of competent jurisdiction in a civil action or by

the United States Commodity Futures Trading Commission to have violated any

federal commodities law, and the judgment in such civil action or finding has

not been subsequently reversed, suspended or vacated. All items described in

clauses (a) through (f) above are collectively referred to herein as "Adverse

Events."

Section 4.27 Trading with the Enemy Act; Patriot Act. No sale of FMFK's

securities nor FMFK's use of the proceeds from such sale has violated the

Trading with the Enemy Act, as amended, or any of the foreign assets control

regulations of the United States Treasury Department (31 CFR, Subtitle B,

Chapter V, as amended) or any enabling legislation or executive order relating

thereto. Without limiting the foregoing, FMFK (a) is not a person whose property

or interests in property are blocked pursuant to Section 1 of Executive Order

13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With

Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079

(2001)) and (b) does not engage in any dealings or transactions, and is not

otherwise associated with any such person. FMFK is in material compliance with

the USA Patriot Act of 2001 (signed into law October 26, 2001).

<PAGE>

Section 4.28 FMFK Insurance Subsidiaries.

(a) Except as set forth in Section 4.28 of FMFK Disclosure Schedule,

neither FMFK nor any of FMFK Insurance Subsidiaries owns a captive insurance

company or has any investment or interest in any Person that assumes

underwriting risks. Except as set forth on Section 4.28 of FMFK Disclosure

Schedule, no Contract between FMFK or any FMFK Insurance Subsidiary and any

insurance carrier contemplates, or would cause such Person to assume, any

underwriting risk.

(b) FMFK, FMFK Insurance Subsidiaries and their respective officers and

employees hold and have made available to OLYMPIC all insurance agent and/or

broker licenses and other licenses necessary for the Surviving Corporation to

operate the business as presently conducted and for such officers and employees

to sell or broker insurance or related insurance services. Section 4.28 of FMFK

Disclosure Schedule sets forth a true and correct list of all such licenses.

Such licenses are in good standing, and no disciplinary proceeding with respect

to FMFK, FMFK Insurance Subsidiaries, their respective officers or employees is

pending before any insurance department.

commissions resulting from client accounts free and clear of all encumbrances,

and there are no claims concerning any right to receive commissions resulting

from client accounts made by any other Person. Neither FMFK nor FMFK Insurance

Subsidiaries have created an encumbrance on a client account or has otherwise

transferred any right to commissions arising out of any client account.

(d) Neither FMFK nor any of FMFK Insurance Subsidiaries has, to its

Knowledge, engaged in price fixing, bid rigging or any other anticompetitive

activity of the type described in Complaint, Index No. 403342/2004, filed with

the Supreme Court of the State of New York in the County of New York on behalf

of the People of the State of New York by Eliot Spitzer against Marsh & McLennan

Companies, Inc. and Marsh, Inc. on October 14, 2004.

Section 4.29 Information as to FMFK; Limitation of Use and Reliance by other

Persons.

(a) None of the representations or warranties made by FMFK or MERGER SUB

with respect to FMFK or MERGER SUB in this Agreement or in any agreement or

document executed and delivered pursuant hereto are false or misleading with

respect to any material fact, or omit to state any material fact necessary in

order to make the statements therein contained not misleading.

(b) Except for shareholders of OLYMPIC or FMFK in the context of

determining whether to vote in favor of the Merger, the representations and

warranties contained herein are solely for the use and benefit of OLMYPIC and

shall not be relied upon or used by, and are not intended to be for the benefit

of, any person other than OLYMPIC, including persons who may be current or

future shareholders of FMFK or OLYMPIC and shall not constitute, and no person

shall have the right to claim that the representations or warranties contained

herein constituted, the basis of any decision of whether or not to purchase the

securities of OLYMPIC OR FMFK.

<PAGE>

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF OLYMPIC

Except as specifically disclosed in OLYMPIC Disclosure Schedule delivered

by OLYMPIC to FMFK immediately prior to the execution of this Agreement (the

"OLYMPIC Disclosure Schedule"), OLYMPIC represents and warrants to FMFK and

MERGER SUB as follows:

Section 5.1 Organization and Qualification.

(a) OLYMPIC is a corporation duly organized, validly existing and in good

standing under the laws of the State of Delaware. OLYMPIC has all requisite

corporate power and authority to own, lease and operate its respective

properties and to carry on its business as now being conducted.

(b) OLYMPIC is duly qualified to do business as a foreign corporation and

is in good standing under the laws of each state or other jurisdiction in which

the nature of its business requires such qualification, except where the failure

to be so qualified or in good standing, taken together with all other such

failures, would not have a Material Adverse Effect on OLYMPIC.

and correct copies of (i) the charter documents (including the articles or

certificate of incorporation and bylaws, if any), as most recently amended to

date of OLYMPIC and each of its Subsidiaries and (ii) any code of conduct or

similar policy adopted by OLYMPIC and each of its Subsidiaries. Each such

charter document is in full force and effect. Neither OLYMPIC nor any of its

Subsidiaries is in violation of any of the provisions of its respective charter

documents. The corporate minute books of OLYMPIC are complete in all material

respects and the minutes and consents contained therein accurately reflect the

actions that were taken at a duly called and held meeting or by consent without

a meeting. All material actions by OLYMPIC which required director or

shareholder approval are reflected in the corporate minute books of OLYMPIC.

OLYMPIC is not in material violation or breach of, or in material default with

respect to, any term of its Certificate of Incorporation (or other charter

documents) or by-laws.

Section 5.2 Capitalization. The authorized capital stock of OLYMPIC consists of

30,000,000 shares of Common Stock, $0.02 par value per share (the "OLYMPIC

Common Stock") and 200,000 shares of Preferred Stock, consisting of 50,000

shares of Series A Convertible Preferred Stock, $0.01 par value per share (the

"OLYMPIC Series A Preferred Stock" or "OLYMPIC Preferred Stock"). As of June 6,

2005, (a) 5,045,878 shares of OLYMPIC Common Stock were issued and outstanding,

(b) 33,320 shares of OLYMPIC Series A Preferred were issued and outstanding,

to the OLYMPIC Stock Plans, of which stock options to purchase an aggregate of

952,000 shares of OLYMPIC Common Stock were outstanding, and no shares of

OLYMPIC Common Stock were reserved for issuance pursuant to Nonplan Stock

Options, (d) 2,347,280 shares of OLYMPIC Common Stock were reserved for issuance

upon exercise of warrants ("OLYMPIC Warrants") and (e) no OLYMPIC Shares were

held in the Treasury of OLYMPIC or any of its Subsidiaries.

<PAGE>

All the outstanding shares of OLYMPIC's capital stock are duly authorized,

validly issued, fully paid and non-assessable. Except as set forth in this

Section 5.2, or in Section 5.2 of OLYMPIC Disclosure Schedule or in OLYMPIC SEC

Documents, there are outstanding (x) no shares of capital stock or other voting

securities of OLYMPIC, (y) no securities of OLYMPIC convertible into or

exchangeable for shares of capital stock or voting securities of OLYMPIC, and

(z) no preemptive or similar rights, subscription or other rights, convertible

securities, or agreements relating to the capital stock of OLYMPIC, obligating

OLYMPIC to issue, transfer or sell, any capital stock, voting securities or

securities convertible into or exchangeable for capital stock or voting

securities of OLYMPIC or obligating OLYMPIC to grant, extend or enter into any

such option, warrant, subscription or other right, convertible security,

agreement, arrangement or commitment (the items in clauses (x), (y) and (z)

being referred to collectively as "OLYMPIC Securities"). Other than as set forth

in Section 5.2 of the OLYMPIC Disclosure Schedule, there are no outstanding

obligations of OLYMPIC or any of its Subsidiaries to repurchase, redeem or

otherwise acquire any OLYMPIC Securities. There are not as of the date hereof

and there will not be at the Effective Time any stockholder agreements, voting

trusts or other agreements or understandings to which OLYMPIC or any of its

Subsidiaries is a party or by which it is bound relating to the voting of any

shares of the capital stock of OLYMPIC or any agreements, arrangements, or other

understandings to which OLYMPIC or any of its Subsidiaries is a party or by

which it is bound that will limit in any way the solicitation of proxies by or

on behalf of OLYMPIC from, or the casting of votes by, the stockholders of

OLYMPIC with respect to the Merger.

Section 5.3 Authority. OLYMPIC has full corporate power and authority to execute

and deliver this Agreement and, subject to the requisite approval of its

stockholders to consummate the transactions contemplated hereby. The execution

and delivery of this Agreement, the performance of OLYMPIC of its obligations

thereunder, and the consummation of the transactions contemplated hereby have

been duly and validly authorized and approved by the Board of Directors of

OLYMPIC. The Board of Directors of OLYMPIC has directed that the issuance of

OLYMPIC Common Stock pursuant to this Agreement be submitted to OLYMPIC

stockholders for approval at a meeting of OLYMPIC stockholders (the "OLYMPIC

Stockholders Meeting"), and, except for the approval of the issuance of OLYMPIC

Common Stock and OLYMPIC Preferred Stock in the Merger by a majority vote at a

meeting of OLYMPIC stockholders at which a quorum is present (the "OLYMPIC

Stockholder Approval"), no other corporate proceedings are necessary to

authorize this Agreement or the consummation of the transactions contemplated

hereby. This Agreement has been duly and validly executed and delivered by

OLYMPIC and OLD SUB (assuming due authorization, execution and delivery by FMFK

AND MERGER SUB), it constitutes a legal, valid and binding agreement of OLYMPIC

and MERGER SUB, enforceable against each in accordance with its terms, except

(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors' rights

generally, (b) as limited by laws relating to the availability of specific

performance, injunctive relief or other equitable remedies and (c) applicable

rules and regulations of the NASD with respect to change of control of a

registered broker-dealer.

<PAGE>

Section 5.4 Governmental Authorization. The execution, delivery and performance

by OLYMPIC of this Agreement and the consummation of the Merger by OLYMPIC

require no consent of, or filing with, any governmental body, agency, official

or authority other than (a) the filing of a certificate of merger in accordance

with DGCL and the NJBCA, (b) compliance with any applicable requirements of the

Exchange Act, (c) compliance with any applicable requirements of the NASD and

state blue sky commissioners, (d) compliance with any applicable requirements of

the Securities Act and state securities laws, and (e) other actions or filings,

which if not taken or made would not, individually or in the aggregate, have a

Material Adverse Effect.

Section 5.5 Non-Contravention. The execution, delivery and performance by

OLYMPIC of this Agreement and the obligations hereunder and the consummation by

OLYMPIC of the transactions contemplated hereby do not and will not, except as

set forth in Section 5.5 of OLYMPIC's Disclosure Schedule (a) assuming

compliance with the matters referred to in Section 5.3, contravene or conflict

with the certificate of incorporation or bylaws of OLYMPIC, (b) assuming

compliance with the matters referred to in Section 5.4, violate, contravene or

conflict with or constitute a violation of any provision of any law, regulation,

judgment, injunction, order or decree binding upon or applicable to OLYMPIC or

any of its Subsidiaries, (c) violate, constitute a default under or give rise to

a right of termination, cancellation or acceleration of any right or obligation

of OLYMPIC or any of its Subsidiaries or to a loss of any benefit to which

OLYMPIC or any of its Subsidiaries is entitled under any provision of any

material agreement, contract or other instrument binding upon OLYMPIC or any of

its Subsidiaries (the "OLYMPIC Agreements") or any material license, franchise,

permit or other similar authorization held by OLYMPIC or any of its

Subsidiaries, or (d) result in the creation or imposition of any Lien on any

asset of OLYMPIC or any of its Subsidiaries, except for such contraventions,

conflicts or violations referred to in clause (b) or defaults, rights of

termination, cancellation or acceleration, or losses or Liens referred to in

clause (c) or (d) which would not, individually or in the aggregate, have a

Material Adverse Effect on OLYMPIC. Except as disclosed in Section 5.5 of the

OLYMPIC Disclosure Schedule, neither OLYMPIC nor any Subsidiary of OLYMPIC is a

party to any agreement that expressly limits the ability of OLYMPIC or any

Subsidiary of OLYMPIC to compete in or conduct any line of business of FMFK, or

compete with any Person or in any geographic area or during any period of time

in connection therewith, except to the extent that any such limitation,

individually or in the aggregate, would not be reasonably likely to have a

Material Adverse Effect on OLYMPIC after the Effective Time.

Section 5.6 Board Recommendation. The Board of Directors of OLYMPIC has (a)

approved and adopted this Agreement, (b) determined that this Agreement and the

transactions contemplated by this Agreement are advisable, fair to and in the

best interests of OLYMPIC, and (c) resolved to recommend the approval of Merger,

the adoption of the Merger Agreement and the approval of the issuance of shares

of OLYMPIC Common Stock in connection with the Merger.

Section 5.7 OLYMPIC Subsidiaries. Each of OLYMPIC's Subsidiaries is a

corporation duly organized, validly existing and in good standing under the laws

of its jurisdiction of incorporation and has all requisite corporate power and

authority to own, lease and operate its properties and to carry on its business

as it is now being conducted. Each of OLYMPIC's Subsidiaries is duly qualified

as a foreign corporation to do business, and is in good standing, in each

<PAGE>

jurisdiction where the character of its properties owned or leased or the nature

of its activities makes such qualification necessary, which states or

jurisdictions are listed on Section 5.7 of OLYMPIC Disclosure Schedule, except

where the failure to be so qualified or in good standing would not have a

Material Adverse Effect on OLYMPIC. Exhibit 21 to OLYMPIC's Annual Report on

Form 10-K for the fiscal year ended September 30, 2004, as filed with the SEC,

lists the only Subsidiaries of OLYMPIC at September 30, 2004, and all

Subsidiaries of OLYMPIC thereafter formed or acquired are listed in Section 5.7

of OLYMPIC Disclosure Schedule. All of outstanding shares of capital stock of

the Subsidiaries of OLYMPIC are validly issued, fully paid and nonassessable and

are owned by OLYMPIC free and clear of all liens, claims, charges or

encumbrances, and there are no irrevocable proxies with respect to such shares.

Except as set forth in Section 5.7 of OLYMPIC Disclosure Schedule and except for

the capital stock of its Subsidiaries, OLYMPIC does not own, directly or

indirectly, any capital stock or other ownership interest in any corporation,

partnership, joint venture, limited liability company or other entity which is

material to the business of OLYMPIC and its Subsidiaries, taken as a whole.

There are no restrictions on OLYMPIC to vote the stock of any of its

Subsidiaries.

Section 5.8 SEC Filings. OLYMPIC has filed with the SEC true and complete copies

of, all forms, reports, schedules and other documents required to be filed by it

under the Exchange Act or the Securities Act since January 1, 2001 (as such

documents have been amended since the time of their filing, collectively, the

"OLYMPIC SEC Documents"). As of their respective dates or, if amended, as of the

date of the last such amendment, the OLYMPIC SEC Documents, including, without

limitation, any financial statements or schedules included therein (a) did not

contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading and (b) complied in all material respects with the applicable

requirements of the Exchange Act and the Securities Act, as the case may be, and

the applicable rules and regulations of the SEC thereunder. Except as set forth

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