<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>EXHIBIT 2.6

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CONFORMED COPY



                            STOCK PURCHASE AGREEMENT



         STOCK PURCHASE AGREEMENT, dated as of August 11, 2000 (this

"AGREEMENT"), by and among MAXCOR FINANCIAL GROUP INC., a Delaware corporation

(the "BUYER"), and all of the stockholders of TRADESOFT TECHNOLOGIES, INC., a

Delaware corporation (the "COMPANY"), whose names, addresses and holdings in the

Company are set forth on SCHEDULE 1 hereto (individually, a "SELLER" and,

collectively, the "SELLERS"; the Buyer and the Sellers are referred to herein

sometimes individually as a "PARTY" and collectively as the "PARTIES") .



      WHEREAS, the Sellers are the beneficial and record owners of an aggregate

of two thousand shares ("SHARES") of the common stock, without par value

("COMMON STOCK"), of the Company, which Shares represent all of the issued and

outstanding shares of capital stock of the Company;



      WHEREAS, the Sellers desire to sell, and the Buyer desires to purchase,

the Shares on the terms and conditions set forth herein (the "ACQUISITION");



      WHEREAS, two of the Sellers, John P. Bunch ("BUNCH") and Daniel A. White

("WHITE"), each holds a promissory note of the Company in the principal amount

of sixty thousand dollars ($60,000) (together with any accrued and unpaid

interest thereon, each a "NOTE" and, together, the "NOTES") and, in connection

with his sale of the Shares owned by him, desires to be made whole on the Note

held by him;



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

agreements of the Parties, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties hereby

agree as follows:



                                   ARTICLE I.



                           PURCHASE AND SALE; CLOSING



         1.01. PURCHASE AND SALE OF SHARES. Upon the terms and subject to the

conditions of this Agreement, at the Closing (as hereinafter defined), each of

the Sellers agrees to sell, transfer, assign and deliver to the Buyer, free and

clear of all liens, security interests, pledges, voting agreements, claims,

options and encumbrances of every kind, character and description whatsoever

("LIENS"), and the Buyer agrees to purchase from such Seller, the number of

Shares set forth opposite such Seller's name on Schedule 1. The aggregate

consideration for the purchase of all of the Shares shall consist of (i) one

million, thirty-five thousand dollars ($1,035,000) in cash (the "CASH

CONSIDERATION") and (ii) an aggregate of one million (1,000,000) fully-paid and

nonassessable shares of the common stock, par value $.001 ("BUYER COMMON

STOCK"), of the Buyer (the "SHARE CONSIDERATION"). Each Seller shall be entitled

to receive a pro rata portion of the Cash Consideration and the Share

Consideration, based on his percentage ownership of the Shares ("PRO RATA

PERCENTAGE"). It is understood that the Pro Rata Percentages of White and Bunch



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are thirty-seven and one-half percent (37-1/2%) and the Pro Rata Percentage of

the other Seller, Robert McCully ("MCCULLY"), is twenty-five percent (25%).



      1.02. CASH ELECTION. Each Seller is entitled, with respect to his Pro Rata

Percentage of the Share Consideration, to elect a cash alternative (the "CASH

ELECTION OPTION"), pursuant to which he will receive, in lieu of all of the

shares of the Buyer Common Stock otherwise receivable by him in the Acquisition,

a cash amount (the "CASH ALTERNATIVE CONSIDERATION") equal to the product of (i)

the number of shares of the Buyer Common Stock otherwise receivable by him in

the Acquisition and (ii) one and six hundred sixty-seven one thousandths dollars

($1.667). White hereby irrevocably agrees that he is not electing the Cash

Election Option for his portion of the Share Consideration (and, therefore, will

receive both the Cash Consideration and the Share Consideration in the

Acquisition). Bunch hereby irrevocably confirms that he is electing the Cash

Election Option for his portion of the Share Consideration (and, therefore, will

receive solely the Cash Consideration and the Cash Alternative Consideration in

the Acquisition). McCully hereby irrevocably confirms that he is electing the

Cash Election Option for his portion of the Share Consideration (and, therefore,

will receive solely the Cash Consideration and the Cash Alternative

Consideration in the Acquisition). Taking into account the Cash Election

Options, SCHEDULE 2 sets forth opposite each Seller's name the Cash

Consideration and the Share Consideration or the Cash Alternative Consideration,

as the case may be (collectively, the "Consideration"), allocable in the

Acquisition to such Seller, which, subject to the withholdings and offsets

provided for in Sections 1.04, 1.05 and 1.09, shall be paid as provided in

Section 1.06 hereof.



      1.03. PURCHASE AND SALE OF THE NOTES. Upon the terms and subject to the

conditions of this Agreement, at the Closing, White and Bunch each agrees to

sell, transfer, assign and deliver to the Buyer, free and clear of all Liens,

the Note held by him. The aggregate consideration for the purchase of each Note

shall consist of sixty thousand dollars ($60,000) in cash, less, in the case of

Bunch, nine thousand six hundred and ninety dollars ($9,690) owed by him to the

Company (the "NOTE CONSIDERATION"), and shall be paid as provided in Section

1.06 hereof.



      1.04. RELEASE OF GUARANTIES. At the Closing, the Buyer shall cancel and

redeliver to the Sellers the two separate personal guaranties made by White, in

the case of one of the guaranties, and by White and Bunch, in the case of the

other of the guaranties, with respect to certain obligations of the Company to

the Buyer, each dated July 25, 2000 (the "GUARANTIES"), in exchange for

offsetting from the Cash Consideration otherwise payable to each Seller, in

accordance with the Pro Rata Percentages and as provided in Section 1.06 hereof,

the amount set forth opposite each Seller's name on SCHEDULE 3 as a guaranty

release payment (each, a "GUARANTY RELEASE PAYMENT").



      1.05. CERTAIN LEGAL FEES. At the Closing, the aggregate legal fees

incurred by law firms representing the Sellers in connection with the

Acquisition, as set forth on SCHEDULE 4 (the "TRANSACTION FEES"), will be (i)

withheld from the aggregate Cash Consideration by offsetting from the Cash

Consideration otherwise payable to each Seller, in accordance with the Pro Rata

Percentages and as provided in Section 1.06 hereof, the amount set forth

opposite such Seller's name on Schedule 3 and (ii) (x) all but ten thousand

dollars ($10,000) of the portion of the Transaction Fees set forth on Schedule 4



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opposite the name of the law firm Esanu Katsky Korins & Siger, LLP ("EKKS")

shall be paid directly by the Buyer to the escrow account of EKKS, as listed on

Schedule 1 (the "EKKS ACCOUNT"), (y) such ten thousand dollars ($10,000) portion

of such Transaction Fees shall be retained by the Buyer as reimbursement of

amounts already paid by the Company to EKKS and (z) the portion of the

Transaction Fees set forth on Schedule 4 opposite the name of the attorney

Jonathan B. Lapin, Esq. ("LAPIN") shall be paid directly by the Buyer to the

escrow account of Lapin, as listed on Schedule 1 (the "LAPIN ACCOUNT"). In

addition, the portion of the Legal Fees (as defined) which is the responsibility

of the Sellers pursuant to Section 5.01 of this Agreement will be (x) withheld

from the aggregate Cash Consideration by offsetting, as provided in Section 1.06

hereof, equally from the Cash Consideration otherwise payable to each of White

and Bunch the amount set forth opposite each of their names on Schedule 3 and

(y) retained by the Buyer for application by it or the Company, post-Closing, to

settlement of such portion of the Legal Fees.



      1.06. CLOSING. The closing (the "CLOSING") of the purchase and sale of the

Shares and the Notes hereunder shall take place at the offices of the Buyer, at

2 World Trade Center, 84th floor, New York, New York 10048, concurrently with

the execution of this Agreement by the Parties (the time and date of the Closing

being hereinafter called the "CLOSING DATE"). At the Closing:



         (a) the Buyer shall cause a wire transfer or transfers of immediately

available funds, to such account of each of the Sellers as is set forth opposite

such Seller's name on Schedule 1 (the "ACCOUNTS"), in the respective amounts set

forth opposite such Seller's name on SCHEDULE 5, calculated as follows: (i) (x)

the portion of the Cash Consideration allocable to such Seller plus (y) in the

case of Bunch and McCully, the amount of the Cash Alternative Consideration to

which each is entitled, in each case as set forth in detail on Schedule 2, minus

(ii) (x) in the case of Bunch and McCully, his respective portion of the Cash

Escrow Amount to be placed in escrow under the Escrow Agreement (as each is

defined), plus (y) in the case of White and Bunch, his respective portion of the

Legal Fees plus (z) in the case of each Seller, his respective portion of the

Transaction Fees and his respective Guaranty Release Payment, in each case as

set forth in detail on Schedule 3;



         (b) the Buyer shall deliver to White a certificate or certificates



issued in his name and representing the number of shares of the Buyer Common

Stock allocable to him as his portion of the Share Consideration, as set forth

on Schedule 2, less the Share Escrow Amount (as defined) to be placed in escrow

under the Escrow Agreement (the "BUYER SHARE CERTIFICATES");



         (c) the Sellers shall deliver to the Buyer all certificates

representing the Shares, duly endorsed for transfer or accompanied by stock

powers duly endorsed in blank (the "SELLER SHARE CERTIFICATES");



         (d) each of White and Bunch shall deliver to the Buyer the respective

Note held by him, in each case accompanied by an appropriate letter of

assignment;



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         (e) the Buyer shall cause a wire transfer or transfers of immediately

available funds, to the respective Accounts of each of White and Bunch, in the

amount of (x) the Note Consideration payable to each of White and Bunch, as set

forth on Schedule 2, and (y) in the case of Bunch, the Deferred Salary

Obligation (as defined);



         (f) each Seller shall deliver to the Buyer a certification, in the form

heretofore agreed, as to non-foreign status in accordance with Section 1445 of

the Code (as defined) and the applicable U.S. Treasury regulations thereunder.



         (g) the Buyer shall receive a copy of the White Employment Agreement

(as defined), as executed prior to the Closing by each of White and the Company;



         (h) in connection with the White Employment Agreement: (i) the Buyer

shall cause a wire transfer of immediately available funds, to the Account of

White, in the amount of the Loan (as defined) and the Second Loan (as defined)

and (ii) White shall execute and deliver to the Buyer or the Company, as

specified by the Buyer, the Loan Note (as defined) and the Second Loan Note (as

defined);



         (i) the Buyer shall receive (x) a copy of the Bunch Non-Compete

Agreement (as defined), as executed prior to the Closing by each of Bunch and

the Company, and (y) a copy of the McCully Non-Compete Agreement (as defined),

as executed on or prior to the Closing by each of McCully and the Company;



         (j) the Buyer shall receive a copy of each of the Other Employment

Agreements (as defined), as executed prior to the Closing by the Company and

each of the other parties thereto;



         (k) each Seller and the Company shall execute and deliver to each other

the Mutual Release (as defined);



         (l) each Seller and Consultant (as defined) shall execute and deliver

to the Company the Agreement as to Rights (as defined);



         (m) each Seller shall execute and deliver to the Company the Assumption

Agreement (as defined);



         (n) the Company shall cause its Secretary to execute and deliver to the

Buyer a certificate (x) attaching and attesting to the resolutions of the

Company's Board of Directors and of the Company's stockholders in connection

with the Acquisition and (y) attesting to such other matters in connection with

the Acquisition as the Buyer may reasonably request;



         (o) the Company shall deliver, or cause to be delivered, to the Buyer

the resignations, effective as of the Closing, of each member of its Board of

Directors;



         (p) the Buyer shall receive from EKKS an opinion substantially in the

form heretofore agreed, addressed to the Buyer and dated as of the Closing Date;



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         (q) the Buyer shall cause a wire transfer of immediately available

funds (x) to the EKKS Account in the amount set forth as a Transaction Fee

opposite EKKS's name on Schedule 5 and (y) to the Lapin Account in the amount

set forth as a Transaction Fee opposite Lapin's name on Schedule 5;



         (r) the Company shall deliver the Source Code (as defined); and



         (s) the Buyer and each Seller shall execute and deliver to each other

the Escrow Agreement (as defined). Except as otherwise provided in this

Agreement, this Agreement, the Escrow Agreement, the Agreement as to Rights, the

Assumption Agreement, the Mutual Release, the Other Employment Agreements, the

Non-Compete Agreements (as defined), the White Employment Agreement, the Loan

Note, the Second Loan Note, the Restricted Stock Grant (as defined), the

Restricted Share Note (as defined) and each other agreement, certificate or

instrument delivered by any of the Buyer, the Sellers or the Company at or in

connection with the Closing in connection with the Acquisition are hereinafter

referred to as the "ACQUISITION AGREEMENTS."



         1.07. COMPANY RECAPITALIZATION. Promptly following the Closing, either

on the Closing Date or the next business day thereafter, the Buyer shall

approve, and cause the Company to approve and file with the Secretary of State

of the State of Delaware, the Certificate of Amendment, substantially in the

form attached hereto as EXHIBIT A, to the Company's Certificate of Incorporation

(the "RECAPITALIZATION").



         1.08. RESTRICTED STOCK GRANT. Promptly following the Recapitalization,

either on the Closing Date or the next business day thereafter, (i) the Buyer

shall cause the Company (x) to execute and deliver to White the Restricted Stock

Grant and (y) to issue and deliver to White a certificate or certificates

representing the Restricted Shares (as defined), and (ii) White shall (w)

execute and deliver to the Company the Restricted Stock Grant, (x) pay to the

Company the cash portion of the purchase price for the Restricted Shares, as set

forth in the Restricted Stock Grant, (y) execute and deliver to the Company the

Restricted Share Note and (z) execute and deliver to the Company a Section 83(b)

election under the Code (as defined) with respect to the Restricted Shares.



         1.09. ESCROW. (a) At or immediately prior to the Closing, each of the

Sellers, the Buyer and Continental Stock Transfer & Trust Company, as escrow

agent (the "ESCROW AGENT"), will enter into an escrow agreement substantially in

the form attached hereto as EXHIBIT B (the "ESCROW AGREEMENT"). At the Closing

the Buyer will withhold from the Consideration otherwise payable to the Sellers,

as provided in Section 1.06, (x) a cash amount equal to ten percent (10%) of the

aggregate Cash Consideration and Cash Alternative Consideration receivable by

Bunch and McCully, as set forth on Schedule 3 (the "CASH ESCROW AMOUNT"), and

(y) a certificate or certificates, made out in the name of White, representing

sixty thousand, seven hundred eighty-three (60,783) shares of Buyer Common Stock

(the "SHARE ESCROW AMOUNT" and, together with the Cash Escrow Amount, the

"ESCROW AMOUNT"). At the Closing White shall deliver to the Buyer a stock power,

duly executed by him, with the signature medallion guaranteed, with respect to

the Share Escrow Amount. As soon as practicable thereafter the Buyer shall



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deliver or cause to be delivered to the Escrow Agent both the Escrow Amount and

such stock power, for holding by the Escrow Agent in accordance with the terms

of the Escrow Agreement.



         (b) The Escrow Agreement shall provide, among other things, for the

establishment and maintenance of subaccounts with respect to each Seller for the

Cash Escrow Amount allocable to, and being deposited by the Buyer on behalf of,

each of Bunch and McCully and for the Share Escrow Amount allocable to, and

being deposited by the Buyer on behalf of, White. The subaccount of each Seller

under the Escrow Amount shall be reduced from time to time by the release to the

Buyer of such funds or share certificates equal to the amount of Damages (as

defined) with respect to which the Buyer is entitled to indemnity pursuant to

Article VI and by the amount of any award or judgment obtained post-Closing by

the Buyer or the Company against such Seller under any of the other Acquisition

Agreements, subject in each case to the procedures set forth in the Escrow

Agreement. Upon any reduction of the Escrow Amount resulting from an indemnity

claim hereunder, the subaccount of the Seller liable thereunder shall be reduced

to reflect such payment.



         (c) The Escrow Agreement shall further provide, among other things,

that on August 11, 2001, any funds or share certificates held in escrow in any

subaccount for a Seller shall be released to such Seller; provided, however,

that if, and to the extent that, there are one or more pending claims against

any Seller at the close of business on August 10, 2001, the Escrow Agent shall

continue to hold in escrow the funds or share certificates, as the case may be,

that are equal to the amount of such claim or claims, as set forth in the notice

or notices given pursuant to Section 6.03 of this Agreement, unless and until

such claim or claims are resolved in one of the manners contemplated by the

Escrow Agreement.



         1.10. SHARE LEGENDS. (a) The Buyer and the Sellers each acknowledge

that neither the Shares, nor the shares of the Buyer Common Stock representing

the Share Consideration (the "BUYER SHARES"), will be registered in connection

with the Acquisition. Accordingly, both the Seller Share Certificates and the

Buyer Share Certificates will be imprinted with the following legend:



               THE SHARES REPRESENTED BY THIS CERTIFICATE

               HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

               ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD

               OR OTHERWISE TRANSFERRED IN THE ABSENCE OF

               SUCH REGISTRATION OR AN EXEMPTION THEREFROM

               UNDER SUCH ACT AND ANY APPLICABLE STATE

               SECURITIES LAWS.



         (b) In addition, the Buyer Share Certificates will be imprinted with

the following legend:



               FURTHERMORE, PRIOR TO AUGUST 11, 2001, THE

               SHARES REPRESENTED BY THIS CERTIFICATE MAY BE

               SOLD OR OTHERWISE TRANSFERRED ONLY IN

               COMPLIANCE WITH THE CONDITIONS SPECIFIED IN



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               SECTION 5.14 OF THE STOCK PURCHASE AGREEMENT,

               DATED AS OF AUGUST 11, 2000, AMONG MAXCOR

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