Exhibit 2.4

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                            STOCK PURCHASE AGREEMENT


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                             As of February 7, 2000


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                            STOCK PURCHASE AGREEMENT


                  STOCK  PURCHASE  AGREEMENT  (this  "Agreement"),  dated  as of
February 7, 2000,  among THCG, Inc., a Utah company (the  "Purchaser"),  and the
stockholders  of Global  Credit  Services,  Inc.,  a Delaware  corporation  (the
"Company"),  listed  on  Schedule  I  hereto  (individually,  a  "Seller,"  and,
collectively,  the  "Sellers").  Certain  other  capitalized  terms used in this
Agreement have the meanings give them in Section 6.13.

                  WHEREAS,  as of the date  hereof,  each of the  Sellers is the
record holder and beneficial  owner of the number of shares of common stock, par
value $0.001 per share,  of the Company (the "Company  Common  Stock") set forth
opposite such Seller's name on Schedule I;

                  WHEREAS,  the Purchaser  desires to purchase from each Seller,
and each  Seller  desires  to sell to the  Purchaser,  the  number  of shares of
Company  Common Stock set forth  opposite  such Seller's name on Schedule I, for
the consideration set forth in Section 1.1; and

                  WHEREAS, as a result of the transactions  contemplated by this
Agreement,  the Purchaser will own 25% or more of the Company on a fully diluted
basis;

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants  and  obligations  hereinafter  set forth and other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Purchaser and each of the Sellers,  intending to be legally bound,  hereby agree
as follows:

                                   ARTICLE I

                    PURCHASE AND SALE OF COMPANY COMMON STOCK

                  SECTION 1.1.  Agreement to Sell and  Purchase  Company  Common
Stock.

                  (a) Subject to the terms and conditions hereof, on the Closing
Date, each Seller shall sell and deliver to the Purchaser, free and clear of all
Liens, and the Purchaser shall purchase and accept from such Seller,  the number
of shares of Company  Common  Stock set forth  opposite  such  Seller's  name on
Schedule I in consideration  for which the Purchaser  shall,  subject to Section
1.1(c), issue to such Seller a number of shares of common stock, par value $0.01
per share,  of the Purchaser  (the "THCG Common  Stock") equal to the product of
(i) the  number of shares  of  Company  Common  Stock  set forth  opposite  such
Seller's  name on  Schedule  I, and (ii) the  quotient,  rounded to the  nearest
1/10,000,  obtained by dividing  the "Fair Market Value Per Share of THCG Common
Stock" into $1.3957.  For the purposes of this Section 1.1(a),  the "Fair Market
Value Per Share of THCG  Common  Stock"  shall be $23.00.  For the  purposes  of
Section 1.1(b), the "Fair Market Value Per Share of THCG Common Stock" means the
volume  weighted  average  sales prices of one share of THCG Common Stock on the
NASDAQ National Market for the ten consecutive trading days ending three trading
days prior to the effective date of the  Registration  Statement  referred to in
Section  5.1.  The number of shares of Company  Common  Stock  which such Seller
shall deliver to the Purchaser on the Closing Date is hereinafter referred to as
the  "Company  Shares" and the number of shares of

                                      -2-

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THCG  Common  Stock  which the  Purchaser  shall  deliver to such  Seller on the
Closing  Date,  as the same may be  recalculated  and  adjusted  pursuant to the
provisions of Section 1.1(b), is hereinafter referred to as the "THCG Shares."

                  (b) If the Fair Market Value Per Share of THCG Common Stock on
the effective date of the  Registration  Statement is more or less than the Fair
Market  Value Per Share of THCG  Common  Stock on the  Closing  Date,  THCG will
recompute  the number of THCG Shares to be issued to each  Seller in  accordance
with the provisions of Section 1.1(a). In the event such  recomputation  results
in a number of shares of THCG  Common  Stock that is greater  than the number of
THCG Shares  delivered to such Seller on the Closing Date, the Purchaser  shall,
subject  to  Section  1.1(c),  promptly  deliver  to such  Seller a  certificate
representing  such  additional  shares of THCG Common  Stock.  In the event such
recomputation  results in a number of shares of THCG Common  Stock that is lower
than the number of THCG Shares  delivered  to such  Seller on the Closing  Date,
such Seller shall  promptly  return to the  Purchaser the  certificate  for THCG
Shares  delivered  to him or it on the Closing  Date  against  receipt  from the
Purchaser of a new certificate for shares of THCG Common Stock in the recomputed
amount.  In no event,  however,  shall the number of shares of THCG Common Stock
delivered to such Seller on the Closing  Date  increase or decrease by more than
twenty percent (20%); provided, however, that in the event that the Registration
Statement  is  declared  effective  by the SEC on a date  that is more  than 180
calendar  days but less than 365 days from the Closing  Date,  such  increase or
decrease shall be no more than forty percent (40%);  provided  further,  that in
the event that the Registration  Statement is declared effective by the SEC on a
date that is more than 365 days from the Closing Date, such increase or decrease
shall be no more than fifty percent (50%).

                  (c) In no event shall any Seller be  entitled to a  fractional
share of THCG Common Stock  pursuant to Section  1.1(a) or 1.1(b),  but, in lieu
thereof,  THCG shall issue to each Seller otherwise  entitled to a fraction of a
share of THCG Common  Stock one whole  share of THCG Common  Stock in respect of
such fraction.

                  (d)  Notwithstanding  any  provision of this  Agreement to the
contrary,  in lieu of delivering to the Sellers certificates for the full number
of THCG Shares  provided for in Section  1.1(a),  the Purchaser shall deliver or
cause to be delivered (A) to each Seller a  certificate,  registered in the name
of such Seller,  for a number of shares of THCG Common Stock equal to 50% of the
aggregate number of THCG Shares otherwise issuable to such Seller on the Closing
Date pursuant to Section 1.1(a);  and (B) to Kramer Levin Naftalis & Frankel LLP
as escrow  agent (the  "Escrow  Agent")  for  deposit  into the  escrow  account
provided for in the escrow agreement (the "Escrow Agreement") attached hereto as
Exhibit 1.1(d),  a certificate,  registered in the name of the Escrow Agent, for
the number of shares of THCG Common Stock equal to 50% of the  aggregate  number
of THCG Shares otherwise issuable to each Seller pursuant to Sections 1.1(a) and
1.1(c) on the Closing Date (the "Escrow Amount"), which certificate will be held
in the escrow account and disposed of by the Escrow Agent in accordance with the
terms  and  provisions  of the  Escrow  Agreement.  In  lieu of  depositing  any
fractional  shares into escrow,  each Seller shall deposit with the Escrow Agent
one whole share of THCG Common Stock in respect of such fraction.

                                      -3-

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                  SECTION  1.2.   Closing.   The  closing  of  the  transactions
contemplated by Section 1.1(a) is taking place on the date hereof at the offices
of Kramer Levin  Naftalis & Frankel LLP, 919 Third  Avenue,  New York,  New York
10022  (the date  hereof  sometimes  being  referred  to herein as the  "Closing
Date").

                  SECTION 1.3. Delivery of Securities.  At the Closing,  against
delivery by the  Purchaser  to each Seller of a  certificate  representing  such
Seller's  THCG Shares  (less such  Seller's  Escrow  Amount),  each Seller shall
deliver to the Purchaser a stock certificate  representing such Seller's Company
Shares,  free and clear of all  Liens,  which  stock  certificate  shall be duly
endorsed to the Purchaser or accompanied by duly executed stock powers  endorsed
in blank in form acceptable to the Purchaser.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

                  Each Seller hereby represents and warrants to the Purchaser as
to himself, herself or itself as follows:

                  SECTION 2.1. Authority; No Conflict.

                  (a) Such Seller has the right,  power,  authority and capacity
to  execute  and  deliver  this  Agreement,   to  consummate  the   transactions
contemplated by this Agreement,  and to perform such Seller's  obligations under
this  Agreement.  This  Agreement  has been  duly  and  validly  authorized  and
approved,   executed  and  delivered  by  such  Seller  and,  assuming  the  due
authorization,  execution and delivery of the same by the Purchaser, constitutes
a valid, legal and binding  obligation of such Seller  enforceable  against such
Seller in  accordance  with its terms,  subject to (i)  bankruptcy,  insolvency,
reorganization,  fraudulent conveyance or transfer, moratorium and other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally,  and  (ii)  general  principles  of  equity  (regardless  of  whether
considered in a proceeding at law or in equity).

                  (b) Neither the  execution,  delivery and  performance by such
Seller of this Agreement nor the consummation by such Seller of the transactions
contemplated  by this  Agreement  will  result in a  violation  or breach of, or
constitute  (with or without  due notice or lapse of time or both) a default (or
give rise to any right of termination,  amendment,  cancellation or acceleration
or Lien) under,  any of the terms,  conditions  or provisions of any Contract or
obligation  or  Governmental  Order to which such  Seller is a party or by which
such  Seller  or any of his or her  properties  or  assets  is bound or, if such
Seller is not an individual,  the Organizational Documents of such Seller or any
Law applicable to such Seller or any of its properties or assets.

                  SECTION 2.2. Ownership of Company Shares. Such Seller owns, of
record and beneficially,  and has good, valid and indefeasible  title to and the
right to transfer to the Purchaser  pursuant to this Agreement,  his, her or its
Company  Shares  free  and  clear of any and all  Liens  of any  kind or  nature
whatsoever.  There are no voting  trusts,  stockholder  agreements  or any other
Contracts  or  understandings  to which such  Seller is a party or by which

                                      -4-

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such  Seller or his,  her or its  Company  Shares are bound with  respect to the
issuance,  sale,  transfer,  voting or  registration  of his, her or its Company
Shares. At the closing,  Purchaser will acquire good, valid and marketable title
to such Seller's Company Shares free and clear as aforesaid.

                  SECTION 2.3. Legal Proceedings. There is no pending Proceeding
against  such  Seller  that  challenges,  or may have the effect of  preventing,
delaying  or  making  illegal,  or  otherwise   interfering  with,  any  of  the
transactions  contemplated  by this  Agreement  and,  to the  knowledge  of such
Seller,  no such  Proceeding has been  threatened,  and no event or circumstance
exists  that is  reasonably  likely  to give rise to or serve as a basis for the
commencement of any such Proceeding.

                  SECTION 2.4. Investment Representations of the Sellers.

                  (a) The THCG  Shares  are being and will be  acquired  by such
Seller  for his,  her or its own  account,  and not for any  other  Person,  for
investment  only and with no intention of  distributing  or reselling  (and such
Seller will not distribute or resell) such THCG Shares,  or any portion  thereof
or interest  therein,  in any  transaction  that would violate the  registration
requirements  of the  securities  Laws of the United  States of America,  or any
state, without prejudice,  however, to the rights of such Seller at all times to
sell or  otherwise  dispose  of all or any  part of the  THCG  Shares  under  an
effective registration statement or applicable exemption from registration under
the Securities  Act and any applicable  state  securities  Law,  subject to this
Agreement  and any other  Contract to which such Seller is a party.  Such Seller
has no Contract or  arrangement  with any Person to sell,  transfer or pledge to
such Person the THCG Shares,  any portion  thereof or interest  therein and such
Seller has no present plans to enter into any such Contract or arrangement.

                  (b) Such  Seller  is an  accredited  investor  as that term is
defined  in Rule 501  under  the  Securities  Act,  and has such  knowledge  and
experience  in  financial  and  business  matters  that he or she is  capable of
evaluating the merits and risks of an investment in the THCG Shares. Such Seller
is able to bear the risks associated with an investment in the THCG Shares.

                  (c)  Such  Seller  has  read  this  Agreement  and  all  other
documents  provided by the Purchaser in connection  herewith,  including the SEC
Reports,  and fully  understands the terms under which the THCG Shares are being
issued to him or her pursuant  hereto.  The Purchaser has made available to such
Seller  the  opportunity  to ask  questions  of and  receive  answers  from  the
Purchaser  concerning the Purchaser and the terms and conditions under which the
THCG  Shares  will  be  issued  to him  or her  and  to  obtain  any  additional
information  which the Purchaser  possesses or can acquire without  unreasonable
effort or expense  that is  necessary  to verify  the  accuracy  of  information
furnished in  connection  with this  Agreement or in response to any request for
information. Such Seller is satisfied with such answers and information.

                  (d) Such  Seller  agrees  that,  so long as  required  by Law,
certificates  evidencing the THCG Shares and any  securities  issued in exchange
for or in respect thereof shall bear a legend to the following effect:

                                      -5-

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         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED   UNDER  THE   SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"),  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
         SOLD  OR  OTHERWISE   DISPOSED  OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
         REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE
         SECURITIES  LAWS  OR  PURSUANT  TO AN  APPLICABLE  EXEMPTION  FROM  THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS."

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                  The Purchaser hereby represents and warrants to each Seller as
follows:

                  SECTION 3.1. Organization and Qualification; Subsidiaries. The
Purchaser has been duly  organized and is validly  existing and in good standing
under the laws of Utah and has the  requisite  corporate  power and authority to
own,  lease and operate its properties and to carry on its business as it is now
being conducted. The Purchaser is duly qualified or licensed to do business, and
is in good standing,  in each jurisdiction where the character of the properties
owned,  leased or  operated  by it or the  nature  of its  business  makes  such
qualification  or  licensing  necessary,  except  for  such  failures  to  be so
qualified or licensed and in good  standing  that are not  reasonably  likely to
have,  individually or in the aggregate, a Material Adverse Effect. For purposes
of this Agreement,  "Material Adverse Effect" means any change,  event or effect
(i) in, on or relating to the  business of the  Purchaser  and its  Subsidiaries
that is, or is  reasonably  likely to be,  materially  adverse to the  business,
properties,  assets, liabilities,  condition (financial or otherwise) or results
of operations of the Purchaser  and its  Subsidiaries,  taken as a whole,  other
than any change,  event or effect arising out of general economic  conditions in
the United States;  or (ii) that may prevent or materially delay  performance of
this  Agreement by the  Purchaser or the  consummation  by the  Purchaser of the
transactions contemplated by this Agreement,  including the issuance of the THCG
Shares pursuant to this Agreement.

                  SECTION 3.2.  Capitalization.  The authorized capital stock of
the Purchaser  consists of (i) 50,000,000  shares of the Purchaser Common Stock,
of which  11,739,113  shares are issued and  outstanding as of February 3, 2000,
633,373 are reserved for issuance upon the exercise of outstanding  warrants and
3,356,878  are reserved for issuance upon the exercise of  outstanding  options,
and (ii) 5,000,000  shares of preferred  stock, no par value, of which no shares
are issued or outstanding.  The THCG Shares issuable  pursuant to this Agreement
have been duly  authorized and upon issuance  pursuant to this Agreement will be
validly issued, fully paid and nonassessable.

                  SECTION  3.3.  Authority  Relative  to this  Agreement;  Board
Action. The Purchaser has all necessary corporate power and authority to execute
and deliver this Agreement, to consummate the transactions  contemplated by this
Agreement,  and to perform its obligations  under this Agreement.  The execution
and delivery by the  Purchaser of this

                                      -6-

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Agreement and the consummation by the Purchaser of the transactions contemplated
by this  Agreement  have  been  duly  and  validly  authorized  by the  Board of
Directors of the Purchaser,  and no other  corporate  proceedings on the part of
the  Purchaser  are, or will be,  necessary  to authorize  this  Agreement or to
consummate the transactions  contemplated by this Agreement.  This Agreement has
been duly and validly executed and delivered by the Purchaser and,  assuming the
due  authorization,  execution  and  delivery  of the same by each of the  other
parties  hereto,  constitutes  a  valid,  legal  and  binding  agreement  of the
Purchaser,  enforceable  against the  Purchaser  in  accordance  with its terms,
subject to (a) bankruptcy, insolvency, reorganization,  fraudulent conveyance or
transfer,  moratorium and other similar laws now or hereafter in effect relating
to or affecting  creditors'  rights  generally,  and (b) general  principles  of
equity (regardless of whether considered in a proceeding at law or in equity).

                  SECTION 3.4. SEC Filings.  The Purchaser has furnished to each
of the Sellers a complete copy (including exhibits) of: (i) the Annual Report on
Form 10-K of Walnut  Financial  Services,  Inc.  ("Walnut")  for the fiscal year
ended December 31, 1998 (the "Annual Report"),  (ii) Walnut's  Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1999,  June 30, 1999 and September
30, 1999 (the "Quarterly Reports"), (iii) Walnut's Definitive Proxy Statement on
Schedule 14A,  filed  September 30, 1999 (the "Proxy  Statement"),  and (iv) the
Purchaser's  Current Reports on Form 8-K and Form 8-K/A, dated November 1, 1999,
December 29, 1999 and January 13, 2000 (collectively with the Annual Report, the
Quarterly Reports, the Proxy Statement,  the "SEC Reports"). The SEC Reports, at
the respective time that each such document was filed with the SEC, (a) complied
as to form in all material  respects with the rules and  regulations  of the SEC
under the  Exchange  Act,  and (b) did not  contain  any untrue  statement  of a
material fact or omit to state any 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.

                  SECTION 3.5. Consents and Approvals; No Violations.

                  (a) No filing  registration  or submission  with or notice to,
and no permit,  authorization,  consent or  approval  of or with  (collectively,
"Filings and Approvals") any  Governmental  Entity is or will be,  necessary for
the  execution  and  delivery  by  the  Purchaser  of  this   Agreement  or  the
consummation  by  the  Purchaser  of  the  transactions   contemplated  by  this
Agreement,  except for those required (i) under the Securities Act, the Exchange
Act or the NASDAQ  Additional  Listing rules and (ii) such Filings and Approvals
that, if not made or obtained,  are not reasonably likely to have,  individually
or in the aggregate, a Material Adverse Effect.

                  (b) No consent or  approval of any third party is, or will be,
necessary for the  execution and delivery by the Purchaser of this  Agreement or
the consummation of the transactions contemplated by this Agreement.

                  (c) Neither the  execution,  delivery and  performance of this
Agreement or the consummation by the Purchaser of the transactions  contemplated
by this  Agreement  will  (i)  conflict  with or  result  in any  breach  of any
provision of the  Organizational  Documents of the  Purchaser,  (ii) result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default  (or give rise to any right of  termination,  amendment,
cancellation  or

                                      -7-

<PAGE>

acceleration or Lien) under,  any of the terms,  conditions or provisions of any
Contract or other  obligation  to which the Purchaser is a party or by which the
Purchaser or any of its  properties or assets is bound,  or (iii)  assuming that
all Filings and  Approvals  have been made or  obtained,  violate any Law or any
Governmental  Order  applicable  to the  Purchaser or any of its  properties  or
assets, except in the cases of clauses (ii) or (iii) for violations, breaches or
defaults  which  are not  reasonably  likely  to  have,  individually  or in the
aggregate, a Material Adverse Effect.

                  SECTION  3.6.  Absence  of  Changes.  Except as  disclosed  in
writing to the Sellers or otherwise publicly  disclosed by the Purchaser,  since
November 1, 1999,  the business of the Purchaser and its  Subsidiaries  has been
carried  on only in the  ordinary  course  and  there  has not been  any  event,
condition or occurrence that, individually or in the aggregate,  has resulted or
which is reasonably likely to result in, a Material Adverse Effect.

                  SECTION 3.7. No Litigation. There is no Proceeding pending or,
to the  knowledge  of the  Purchaser,  threatened  against the  Purchaser  which
questions  the  validity  of this  Agreement  or any  action  to be taken by the
Purchaser in connection with the consummation of the  transactions  contemplated
by this Agreement or could otherwise  prevent,  delay, make illegal or otherwise
interfere with the consummation of such transactions.

                  SECTION 3.8. Disclosure. The representations and warranties by
the Purchaser  contained in this Agreement do not contain or will not, as of the
Closing Date,  contain any untrue  statement of a material fact, and do not omit
or will not,  as of the  Closing  Date,  omit to state any fact  required  to be
stated therein or necessary in order to make the statements  herein, in light of
the circumstances under which they were made, not misleading.

                                   ARTICLE IV

                       CONDITIONS PRECEDENT TO THE CLOSING

                  SECTION  4.1.  Conditions   Precedent  to  the  Closing.   The
respective  obligations of each party hereto pursuant to Section 1.1 are subject
to the satisfaction of each of the following conditions precedent at or prior to
the Closing:

                  (a)  Representations  and Warranties.  The representations and
warranties  of each  party set forth in this  Agreement  or in any  Schedule  or
certificate  delivered  pursuant hereto shall be true and correct as of the date
of this Agreement and shall be deemed  repeated as of the Closing Date and shall
then be true and correct,  except to the extent a representation  or warranty is
expressly limited by its terms to another date.

                  (b) Performance of Covenants.  Each party shall have performed
and complied with all covenants and agreements  contained  herein required to be
performed or complied with by such party at or before the Closing Date.

                  (c) Stock Purchase Agreement. The Stock Purchase Agreement, of
even date  herewith,  between the Company and THCG Venture  Partners I LLC shall
have been duly executed and delivered by each of the parties thereto.


                                      -8-

<PAGE>

                                    ARTICLE V

                                    COVENANTS

         The parties, as applicable, hereby covenant to and agree as follows:

                  SECTION 5.1. Registration Statement.

                  (a) The  Purchaser  shall prepare and, no later than March 31,
2000,  file with the  Commission a  registration  statement  (the  "Registration
Statement")  under the  Securities Act covering all of the THCG Shares issued to
the Sellers pursuant to this Agreement (the "Registrable Shares"). The Purchaser
shall  use  its  commercially  reasonable  best  efforts  to (i) to  cause  such
registration  statement  to be declared  effective by the  Commission  under the
Securities  Act,  and  (ii) to  cause  such  registration  statement  to  remain
effective for a period of 90 days.

                  (b) With respect to the  registration  of  Registrable  Shares
pursuant to Section 5.1(a),  the Purchaser may include in such  registration any
Primary  Shares  or  Other  Shares;  provided,  however,  that  if the  managing
underwriter  advises the Purchaser that the inclusion of all Registrable Shares,
Primary  Shares and Other  Shares  proposed to be included in such  registration
would  interfere  with  the  successful  marketing  (including  pricing)  of the
Registrable Shares proposed to be included in such registration, then the number
of  Registrable  Shares,  Primary  Shares  and/or  Other  Shares  proposed to be
included in such registration shall be included in the following order:

                      (i)      first,  the  Registrable  Shares  requested to be
         included in such registration by the Sellers;

                      (ii)     second, the Primary Shares; and

                      (iii)    third, the Other Shares.

                  (c) Each of the Sellers hereby  acknowledges  that such Seller
is required to deliver a prospectus in connection with a sale of any Registrable
Shares  pursuant to the  Registration  Statement  and hereby agrees to furnish a
prospectus to each purchaser of such Seller's Registrable Shares, subject to the
provisions of Section 5.2(b).

                  SECTION 5.2. Registration Procedures.

                  (a) In  connection  with the  preparation  and  filing  of the
Registration  Statement  pursuant  to  Section  5.1,  the  Purchaser  shall,  as
expeditiously as practicable:

                      (i)      furnish,  at  least  five  business  days  before
         filing the Registration  Statement,  a prospectus  relating thereto and
         any amendments or supplements relating to the Registration Statement or
         prospectus, copies of all such documents proposed to be filed (it being
         understood  that  such  five-business-day  period  need  not  apply  to
         successive  drafts of the same document proposed to be filed so long as
         such successive drafts are supplied to the Sellers in advance of

                                      -9-

<PAGE>

         the  proposed  filing  by a  period  of  time  that  is  customary  and
         reasonable under the circumstances);

                      (ii)     notify in writing the Sellers promptly (x) of the
         receipt  by the  Purchaser  of any  notification  with  respect  to any
         comments by the Commission with respect to the  Registration  Statement
         or prospectus or any amendment or supplement  thereto or any request by
         the  Commission  to amend  or  supplement  the  same or for  additional
         information with respect  thereto,  (y) of the receipt by the Purchaser
         of any  notification  with respect to the issuance by the Commission of
         any  stop  order  suspending  the  effectiveness  of  the  Registration
         Statement or prospectus  or any amendment or supplement  thereto or the
         initiation or threatening of any proceeding for that purpose,  and (ii)
         of the receipt by the Purchaser of any notification with respect to the
         suspension of the qualification of such Registrable  Shares for sale in
         any jurisdiction or the initiation or threatening of any proceeding for
         such purposes;

                      (iii)    use its  commercially  reasonable best efforts to
         register or qualify such Registrable Shares under such other securities
         or blue  sky  laws  of such  jurisdictions  as the  Sellers  reasonably
         request  and  do any  and  all  other  acts  and  things  which  may be
         reasonably  necessary or advisable to enable the Sellers to  consummate
         the  disposition  in such  jurisdictions  of such  Registrable  Shares;
         provided,  however,  that the Purchaser will not be required to qualify
         generally to do business, subject itself to general taxation or consent
         to general  service of process in any  jurisdiction  where it would not
         otherwise be required to do so but for this Section 5.2(a)(iii);

                      (iv)     furnish to the Sellers such number of copies of a
         summary  prospectus  or  other  prospectus,   including  a  preliminary
         prospectus,  in conformity with the requirements of the Securities Act,
         and such other  documents  (such as a term  sheet) as the  Sellers  may
         reasonably  request in order to  facilitate  the  public  sale or other
         disposition of such Registrable Shares;

                      (v)      notify the Sellers on a timely  basis at any time
         when a prospectus relating to such Registrable Shares is required to be
         delivered  under the  Securities Act of the happening of any event as a
         result of which the prospectus included in the Registration  Statement,
         as then in effect,  includes an untrue  statement of a material fact or
         omits to  state a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing;

                      (vi)     provide a transfer agent and registrar (which may
         be the same entity and which may be the Purchaser) for such Registrable
         Shares;

                      (vii)    list  such  Registrable  Shares  on any  national
         securities  exchange on which any shares of the THCG  Common  Stock are
         listed;

                                      -10-

<PAGE>

                      (viii)   otherwise use its  commercially  reasonable  best
         efforts to comply  with all  applicable  rules and  regulations  of the
         Commission and the securities  commission or other regulatory authority
         of any relevant state or other  jurisdiction  and make available to its
         securityholders, as soon as reasonably practicable, earnings statements
         (which  need not be audited)  covering a period of 12 months  beginning
         within  three  months  after  the  effective  date of the  Registration
         Statement,  which earnings  statements  shall satisfy the provisions of
         Section 11(a) of the Securities Act; and

                      (ix)     use its  commercially  reasonable best efforts to
         take all other steps reasonably necessary to effect the registration of
         such Registrable Shares contemplated hereby.

                  (b) In the event the Purchaser  notifies the Sellers  pursuant
to Sections 5.2  (a)(ii)(x) or (y) or 5.2(a)(v),  the Sellers shall  immediately
cease selling  Registrable  Securities  pursuant to the  Registration  Statement
until the Purchaser furnishes the Sellers with an amendment or supplement to the
Registration  Statement  or  prospectus  and informs  the Sellers  that sales of
Registrable Securities pursuant to the Registration Statement may resume.

                  SECTION 5.3. Expenses.

                  All  expenses  incurred by the  Purchaser  in  complying  with
Sections 5.1 and 5.2 , including,  all  registration  and filing fees (including
all expenses  incident to filing with the  National  Association  of  Securities
Dealers,  Inc.),  fees and expenses of complying  with  securities  and blue sky
laws,  printing  and  distribution  expenses,  "road  show" and other  marketing
expenses and fees and expenses of the Purchaser's  counsel and accountants shall
be paid by the Purchaser; provided, however, that all underwriting discounts and
selling  commissions  applicable to the Registrable Shares shall not be borne by
the Purchaser but shall be borne by the Sellers.

                  SECTION 5.4. Indemnification.

                  (a) In  connection  with  the  registration  of  the  Sellers'
Registrable  Shares under the  Securities  Act pursuant to this  Agreement,  the
Purchaser  shall  indemnify  and hold harmless such Sellers (and their heirs and
personal representatives),  each underwriter,  broker or any other person acting
on behalf of such Sellers and each other person, if any, who controls any of the
foregoing  persons  within the meaning of the Securities Act against any losses,
claims,  damages  or  liabilities,  joint or  several  (or  actions  in  respect
thereof),  to which any of the  foregoing  persons may become  subject under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement under which such Registrable Shares were registered under
the Securities Act, any  preliminary  prospectus or final  prospectus  contained
therein or otherwise  filed with the  Commission,  any  amendment or  supplement
thereto  or any  document  incident  to  registration  or  qualification  of any
Registrable  Shares,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein not misleading or, with respect to any
prospectus,   necessary  to  make  the

                                      -11-

<PAGE>

statements therein in light of the circumstances  under which they were made not
misleading,  or any  violation by the Purchaser of the  Securities  Act or state
securities or blue sky laws  applicable to the Purchaser in connection with such
registration or qualification  under such state securities or blue sky laws; and
shall  reimburse  such Sellers  (and their heirs and personal  representatives),
such  underwriter,  such  broker or such  other  person  acting on behalf of the
Sellers of Registrable  Shares and each such controlling person for any legal or
other  expenses   reasonably   incurred  by  any  of  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Purchaser  shall not be liable in any such case to
the extent that any such loss, claim, damage,  liability or action arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged omission made in said registration  statement,  preliminary  prospectus,
final prospectus,  amendment, supplement or document incident to registration or
qualification of any Registrable  Shares in reliance upon and in conformity with
written  information  furnished  to the  Purchaser  through an  instrument  duly
executed by such Sellers or underwriter  specifically for use in the preparation
thereof.

                  (b) In connection with the registration of Registrable  Shares
under the Securities Act pursuant to this Agreement, each Seller shall indemnify
and hold  harmless and  reimburse  (in the same manner and to the same extent as
set forth in the preceding  paragraph of this Section 5.4) the  Purchaser,  each
director of the  Purchaser,  each  officer of the  Purchaser  who shall sign the
Registration  Statement,  each  underwriter,  broker or other  person  acting on
behalf of such Seller or the  Purchaser  and each person who controls any of the
foregoing  persons  within the meaning of the Securities Act with respect to any
statement  or  omission  from  the  Registration   Statement,   any  preliminary
prospectus or final  prospectus  contained  therein or otherwise  filed with the
Commission,  any  amendment or  supplement  thereto or any document  incident to
registration or  qualification of any Registrable  Shares,  if such statement or
omission was made in reliance  upon and in conformity  with written  information
furnished  to the  Purchaser  or such  underwriter  through an  instrument  duly
executed by such Seller  specifically for use in connection with the preparation
of  the  Registration  Statement,   preliminary  prospectus,  final  prospectus,
amendment, supplement or document; provided, however, that the maximum amount of
liability in respect of such  indemnification  shall be limited,  in the case of
each such Seller,  to an amount equal to the net proceeds  actually  received by
such  Seller  from the sale of  Registrable  Shares  effected  pursuant  to such
registration.

                  (c) Promptly after receipt by an  indemnified  party of notice
of the commencement of any action involving a claim referred to in the preceding
paragraphs  of this  Section 5.4,  such  indemnified  party will,  if a claim in
respect  thereof is made against an indemnifying  party,  give written notice to
the  latter  of the  commencement  of such  action.  In case any such  action is
brought against an indemnified party, the indemnifying party will be entitled to
participate  in and to  assume  the  defense  thereof,  jointly  with any  other
indemnifying  party  similarly  notified  to the extent  that it may wish,  with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the defense  thereof,  the  indemnifying  party shall not be responsible for any
legal  or other  expenses  subsequently  incurred  by the  indemnified  party in
connection with the defense thereof; provided,  however, that if any indemnified
party  shall have  reasonably  concluded  that there may be one or more legal or
equitable  defenses  available to such indemnified party which are additional to
or conflict with those available to the  indemnifying  party,  the  indemnifying
party shall not have the right to assume the defense of such action on

                                      -12-

<PAGE>

behalf of such  indemnified  party and such  indemnifying  party shall reimburse
such indemnified  party and any person  controlling  such indemnified  party for
that  portion  of the fees  and  expenses  of any one  counsel  retained  by the
indemnified  party which is  reasonably  related to the  matters  covered by the
indemnity  agreement  provided in this Section 5.4. Anything in this Section 5.4
to the contrary notwithstanding,  (i) an indemnifying party shall not settle any
claim or action or  consent  to the entry of any  judgment  therein  unless  the
indemnified party is fully released and discharged as a result thereof, and (ii)
an  indemnified  party  shall not  settle  any claim or action or consent to the
entry of any  judgment  without the prior  written  consent of the  indemnifying
party.

                  (d) If the indemnification provided for in this Section 5.4 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, claim,  damage,  liability or action referred to
herein,  then the indemnifying  party, in lieu of indemnifying  such indemnified
party  hereunder,  shall  contribute  to the  amounts  paid or  payable  by such
indemnified party as a result of such loss, claim,  damage,  liability or action
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in such loss,  claim,
damage,   liability  or  action  as  well  as  any  other   relevant   equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the indemnifying  party or by the indemnified party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  Notwithstanding the foregoing,  the maximum
amount  which  any  Seller  shall be  required  to  contribute  pursuant  to the
provisions of this Section 5.4(d) shall be limited to an amount equal to the net
proceeds  actually  received  by  such  Seller  from  the  sale  of  Registrable
Securities effected pursuant to such registration.  No party who has been guilty
of  fraudulent  misrepresentation  within the  meaning  of Section  11(a) of the
Securities Act shall be entitled to contribution.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  SECTION 6.1. Further Assurances. By its signature hereto, each
party consents and agrees to all of the transactions  contemplated  hereby. Each
party  shall  execute,  deliver,  file  and  record  any  and  all  instruments,
certificates, agreements and other documents, and take any and all other actions
as  reasonably  requested by any other party hereto in order to  consummate  and
further effectuate the transactions contemplated hereby.

                  SECTION  6.2.  Survival  of  Representations,  Warranties  and
Agreements,  Etc. All  representations  and  warranties  herein or made pursuant
hereto shall survive the Closing.  All agreements contained herein shall survive
indefinitely until, by their respective terms, they are no longer operative.

                  SECTION   6.3.   Specific   Performance.   Each  party  hereto
recognizes  and  acknowledges  that a breach by such party of any  covenants  or
agreements  contained  in this  Agreement  will cause the other party to sustain
damages for which it would not have an adequate

                                      -13-

<PAGE>

remedy at law for money  damages,  and  therefore  each party agrees that in the
event of any such breach the non-breaching party shall be entitled to the remedy
of specific  performance of such covenant and agreement and injunctive and other
equitable  relief in  addition to any other  remedy to which such  non-breaching
parties may be  entitled,  at law or in equity,  without the posting of any bond
and without proving that damages would be inadequate.

                  SECTION 6.4. Successors and Assigns. This Agreement shall bind
and inure to the benefit of the parties hereto and the respective successors and
permitted assigns of such parties. The rights and duties of the Purchaser as set
forth herein may be freely  assigned,  in whole or in part,  by the Purchaser to
any Affiliate thereof.

                  SECTION 6.5.  Entire  Agreement.  This Agreement  contains the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior and  contemporaneous  arrangements or  understandings  with
respect thereto.

                  SECTION  6.6.  Notices.  All notices,  requests,  consents and
other communications  hereunder to any party shall be deemed to be sufficient if
contained  in a written  instrument  delivered  in  person or sent by  telecopy,
nationally-recognized  overnight courier or first  class-registered or certified
mail, return receipt requested,  postage prepaid, addressed to such party at the
address set forth  below,  or such other  address,  telecopy  number or person's
attention,  as may hereafter be designated in writing by such party to the other
parties:

                           (a)      if to a Seller, to:

                                    the address set forth
                                    beneath such Seller's
                                    name on Schedule I

                                    with a copy to:

                                    Herrick, Feinstein LLP
                                    Two Park Avenue
                                    New York, New York  10016
                                    Attention:  David A. Rosen, Esq.
                                    Telecopier: (215) 889-7577

                           (b)      if to the Purchaser, to:

                                    THCG, Inc.
                                    650 Madison Avenue, 21st Floor
                                    New York, New York  10022
                                    Attention: Adi Raviv
                                    Telecopier:  (212) 223-0161

                                    with a copy to:

                                    Kramer Levin Naftalis & Frankel LLP
                                    919 Third Avenue
                                    New York, New York  10022
                                    Attention:  Peter S. Kolevzon, Esq.
                                    Telecopier:  (212) 715-8000

                                      -14-

<PAGE>

All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (i) in the  case of  personal  delivery  or  delivery  by
telecopy,  on the  date  of such  delivery,  (ii) in the  case  of  dispatch  by
nationally-recognized overnight courier, on the next business day following such
dispatch and (iii) in the case of mailing,  on the third  business day after the
posting thereof.

                  SECTION 6.7.  Amendment;  Waiver.  The terms and provisions of
this  Agreement  may not be modified or amended,  nor may any of the  provisions
hereof be waived,  temporarily  or  permanently,  except  pursuant  to a written
instrument executed by the Purchaser and any Seller to be bound thereby.

                  SECTION 6.8.  Counterparts.  This Agreement may be executed in
any number of counterparts,  and each such counterpart hereof shall be deemed to
be an original instrument,  but all such counterparts  together shall constitute
but one agreement.

                  SECTION  6.9.  Interpretation.   The  table  of  contents  and
headings herein are for convenience of reference only, do not constitute part of
this Agreement and shall not be deemed to limit or otherwise  affect the meaning
of any of the provisions hereof.  Where a reference in this Agreement is made to
a Section,  Article or Schedule, such reference shall be to a Section or Article
of or Schedule to this Agreement unless otherwise indicated. Where the reference
"hereof,"  "hereby" or "herein" appears in this Agreement,  such reference shall
be deemed to be a reference  to this  Agreement  as a whole.  Whenever the words
"include,"  "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words  "without  limitation."  Words  denoting  the
singular  include the plural,  and vice versa,  and  references  to it or its or
words denoting any gender shall include all genders..

                  SECTION  6.10.   Severability.   If  any  provisions  of  this
Agreement  shall be determined to be illegal and  unenforceable  by any court of
law, the remaining  provisions  shall be severable and enforceable in accordance
with their terms.

                  SECTION 6.11. Governing Law and Venue. THIS AGREEMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS  SHALL BE  INTERPRETED,  CONSTRUED  AND
GOVERNED  BY AND IN  ACCORDANCE  WITH THE LAW OF THE  STATE OF NEW YORK  WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

                  SECTION 6.12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO
IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

                                      -15-

<PAGE>

                  SECTION 6.13.  Certain  Definitions.  For the purposes of this
Agreement,  the following terms shall have the meanings ascribed to them in this
Section 6.13:

                  (1) "Affiliate"  means, with respect to any Person, any Person
directly or indirectly  controlling,  controlled by or under common control with
such Person.

                  (2) "Commission" means the Securities and Exchange Commission.

                  (3)  "Contract"  means any  agreement,  contract,  obligation,
trust, promise, commitment,  arrangement or undertaking (whether written or oral
and whether express or implied), other than those that have been terminated.

                  (4) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended, or any successor law.

                  (5) "Governmental Entity" means any federal or national, state
or provincial, municipal or local government, governmental authority, regulatory
or  administrative  agency  (including  the  NASD),   governmental   commission,
department,  board, bureau,  agency or instrumentality,  political  subdivision,
court,  tribunal,  official  arbitrator  or arbitral  body, in each case whether
domestic or foreign.

                  (6)  "Governmental   Order"  means  any  order,   writ,  rule,
judgment,  injunction,  decree, stipulation,  determination,  decision, consent,
agreement or award of, or entered into by or with, any Governmental Entity.

                  (7)   "Law"   means   all   applicable   provisions   of   all
constitutions,   treaties,   statutes,   laws  (including  common  law),  rules,
regulations, ordinances and codes or orders of any Governmental Entity.

                  (8)  "Liability"  means any  liability  or  obligation  of any
nature, whether accrued,  contingent or otherwise,  and whether due or to become
due or asserted or unasserted.

                  (9) "Lien" means any mortgage,  lien, debt,  pledge,  security
interest, encumbrance, assessment, restriction, charge or other adverse claim or
interest of every nature.

                  (10)  "Organizational  Documents"  means (a) the  articles  or
certificate  of  incorporation  and the  by-laws  or code  of  regulations  of a
corporation; (b) the partnership agreement and any statement of partnership of a
general partnership;  (c) the limited partnership  agreement and the certificate
of limited partnership of a limited partnership; (d) the articles or certificate
of formation and operating  agreement of a limited  liability  company;  (e) any
charter,  trust  certificate or document or similar document adopted or filed in
connection with the creation, formation or organization of a Person; and (e) any
and all amendments to any of the foregoing.

                                      -16-

<PAGE>

                  (11)  "Other  Shares"  means at any time those  shares of THCG
Common Stock which do not constitute Primary Shares or Registrable Shares.

                  (12) "Person" means any individual, corporation (including any
non-profit  corporation),  general or  limited  partnership,  limited  liability
company, joint venture, estate, trust, association, organization, labor union or
other entity or governmental body or Governmental Entity.

                  (13)  "Primary  Shares" means at any time the  authorized  but
unissued  shares of THCG Common Stock or shares of THCG Common Stock held by the
Purchaser in its treasury.

                  (14)   "Proceeding"    means   any   suit,   claim,    action,
investigation, litigation, arbitration or other proceeding.

(15)  "Securities  Act" means the  Securities  Act of 1933,  as amended,  or any
successor law.

                  (16)  "Subsidiary" or  "Subsidiaries"  of any Person means any
corporation,  partnership,  limited  liability  company or other legal entity of
which such Person,  either directly or indirectly  through one or more any other
Subsidiaries,  owns  more than 50% of the stock or other  equity  interests  the
holders of which are generally entitled to vote for the election of the board of
directors or other governing body of such legal entity.


                                      -17-

<PAGE>


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Stock Purchase Agreement as of the date first above written.

                              THCG, INC.



                              By: /s/ Adi Raviv
                                 ---------------------------------
                              Name:  Adi Raviv
                              Title: Authorized signatory



                              SELLERS:


                              /s/ Jay R. Petschek
                              ------------------------------------
                              Jay R. Petschek

                              Kensington Investment Associates


                              By: /s/ Charles I. Petschek
                                 ---------------------------------
                              Name: Charles I. Petschek
                              Title: General Partner


                              Corsair/Kramer, Inc.


                              By: /s/ Ronald J. Kramer
                                 ---------------------------------
                              Name:  Ronald J. Kramer
                              Title: President


                              Peter Graham Money Purchase Trust

                              By: /s/ Peter Graham
                                 ---------------------------------
                              Name:  Peter Graham
                              Title: Trustee

                              Lyon Share Venture Capital


                              By: /s/ Allan R. Lyons
                                 ---------------------------------
                              Name:  Allan R. Lyons
                              Title: Managing Partner


                              Vestal Venture Capital

                              By: /s/ Allan R. Lyons
                                 ---------------------------------
                              Name:  Allan R. Lyons
                              Title: Managing Partner

                                      -18-

<PAGE>

                              /s/ Lawrence J. Schorr
                              ------------------------------------
                              Lawrence J. Schorr

                              /s/ David Melin
                              ------------------------------------
                              David Melin

                              Schuyler Associates

                              By: /s/ Milton Koffman
                                 ---------------------------------
                              Name:  Milton Koffman
                              Title: Partner

                              Mataponi Trust

                              By: /s/ Arthur Cohen
                                 ---------------------------------
                              Name:  Arthur Cohen
                              Title: Trustee

                              /s/ Gerry Polakoff
                              ------------------------------------
                              Gerry Polakoff

                              /s/ Gerry Delisle
                              ------------------------------------
                              Gerry Delisle

                              /s/ Burton Koffman
                              ------------------------------------
                              Burton Koffman

                              Whitehorn Associates, Inc.

                              By: /s/ Howard M. Rittberg
                                 ---------------------------------
                              Name:  Howard M. Rittberg
                              Title: President


                                      -19-

<PAGE>


                                Table of Contents

                                                                           Page
                                                                           ----
                                    ARTICLE I

                    PURCHASE AND SALE OF COMPANY COMMON STOCK

SECTION 1.1.      Agreement to Sell and Purchase Company Common Stock.........2
SECTION 1.2.      Closing.....................................................4
SECTION 1.3.      Delivery of Securities......................................4

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

SECTION 2.1.      Authority; No Conflict......................................4
SECTION 2.2.      Ownership of Company Shares.................................4
SECTION 2.3.      Legal Proceedings...........................................5
SECTION 2.4.      Investment Representations of the Sellers...................5

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 3.1.      Organization and Qualification; Subsidiaries................6
SECTION 3.2.      Capitalization..............................................6
SECTION 3.3.      Authority Relative to this Agreement; Board Action..........6
SECTION 3.4.      SEC Filings.................................................7
SECTION 3.5.      Consents and Approvals; No Violations.......................7
SECTION 3.6.      Absence of Changes..........................................8
SECTION 3.7.      No Litigation...............................................8
SECTION 3.8.      Disclosure..................................................8

                                   ARTICLE IV

                       CONDITIONS PRECEDENT TO THE CLOSING

SECTION 4.1.      Conditions Precedent to the Closing.........................8

                                    ARTICLE V

                                    COVENANTS

SECTION 5.1.      Registration Statement......................................9
SECTION 5.2.      Registration Procedures.....................................9
SECTION 5.3.      Expenses...................................................11
SECTION 5.4.      Indemnification............................................11

                                      -i-

<PAGE>

                                                                            Page
                                                                            ----
                                   ARTICLE VI

                                  MISCELLANEOUS

SECTION 6.1.      Further Assurances.........................................13
SECTION 6.2.      Survival of Representations, Warranties and
                  Agreements, Etc............................................13
SECTION 6.3.      Specific Performance.......................................13
SECTION 6.4.      Successors and Assigns.....................................14
SECTION 6.5.      Entire Agreement...........................................14
SECTION 6.6.      Notices....................................................14
SECTION 6.7.      Amendment; Waiver..........................................15
SECTION 6.8.      Counterparts...............................................15
SECTION 6.9.      Interpretation.............................................15
SECTION 6.10.     Severability...............................................15
SECTION 6.11.     Governing Law and Venue....................................15
SECTION 6.12.     Waiver of Jury Trial.......................................15
SECTION 6.13.     Certain Definitions........................................16

SCHEDULE I..................................................................iii

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>

                                                  SCHEDULE I
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Number of THCG
                                                                                                            Shares Delivered to
                                                                                                            the Seller on the
                                                                                      Number of THCG        Closing Date (less
                                         Number of Shares of     Number of Company    Shares to be Issued   the shares
                                         Company Common Stock    Shares to be Sold    to the Seller on      deposited into
Name and Address of the Seller           Owned by the Seller*    by the Seller*       the Closing Date      escrow)
------------------------------           --------------------    --------------       ----------------      --------------------
<S>                                        <C>                     <C>                  <C>                   <C>
J.R. Petschek                              595,900                 174,020              10,560                5,280
87 Sheldrake Road
Scarsdale, New York 10583
--------------------------------------------------------------------------------------------------------------------------------
Kensington Investment Associates           493,200                 144,028              8,740                 4,370
c/o Jay Petschek
87 Sheldrake Road
Scarsdale, New York 10583
--------------------------------------------------------------------------------------------------------------------------------
Corsair/Kramer, Inc.                       123,300                 36,007               2,185                 1,092
c/o Wassertein Perella
31 West 52nd Street, 27th Floor
New York, New York 10019
Attention: Ron Kramer
--------------------------------------------------------------------------------------------------------------------------------
Peter Graham, as Trustee of the Peter      246,600                 72,013               4,370                 2,185
Graham Money Purchase Trust
15 Harrison Street, Apt. 2
New York, New York 10013
--------------------------------------------------------------------------------------------------------------------------------
Lyon Share Venture Capital                 665,820                194,438              11,799                 5,899
Woodfield Country Club
5653 NW 38 Avenue
Boca Raton, FL 33496
Attention: Allan Lyons
--------------------------------------------------------------------------------------------------------------------------------
Vestal Venture Capital                     197,280                 57,610               3,496                 1,748
Woodfield Country Club
5653 NW 38 Avenue
Boca Raton, FL 33496
Attention: Allan Lyons
--------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Schorr                          41,100                 12,002               728                     364
Levene, Goulding & Thompson, LLP
450 Plaza Drive
Vestal, NY 13850-3657
--------------------------------------------------------------------------------------------------------------------------------
David Melin                                123,300                 36,007               2,185                 1,092
c/0 Tech Aerofoam Products
3551 N.W. 116th Street
Miami, FL 33167
--------------------------------------------------------------------------------------------------------------------------------

                                                       -iii

<PAGE>

                                          Table of Contents
                                             (continued)

--------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Number of THCG
                                                                                                            Shares Delivered to
                                                                                                            the Seller on the
                                                                                      Number of THCG        Closing Date (less
                                         Number of Shares of     Number of Company    Shares to be Issued   the shares
                                         Company Common Stock    Shares to be Sold    to the Seller on      deposited into
Name and Address of the Seller           Owned by the Seller*    by the Seller*       the Closing Date      escrow)
------------------------------           --------------------    --------------       ----------------      --------------------

Schuyler Associates                      2,550,000                566,437              34,373                17,186
c/o Milton Koffman
2197 Nortwest 60th Road
Willowgreens
Boca Raton, FL 33433
--------------------------------------------------------------------------------------------------------------------------------
Mataponi Trust                           1,084,800                566,437              34,373                17,186
c/oHerrick Feinstein LLP
2 Park Avenue
New York, NY 10016
Attention: Leonard Grunstein
--------------------------------------------------------------------------------------------------------------------------------
Gerry Polakoff                           2,011,750                587,489              35,650                17,825
245 E. 58th Street
Apartment 6-E
New York, NY 10022
--------------------------------------------------------------------------------------------------------------------------------
Gerry Delisle                            2,011,750                587,489              35,650                17,825
20 Riverdale Street
Hillsdale, NJ 07642
--------------------------------------------------------------------------------------------------------------------------------
Burton Koffman                           1,071,550                283,220              17,187                 8,593
300 Plaza Drive
Vestal NY 13850
--------------------------------------------------------------------------------------------------------------------------------
Whitehorn Associates, Inc.                 825,000                283,220              17,187                 8,593
c/o Levene, Goldin & Thompson LLP
450 Plaza Drive
Vestal, NY 13850-3657
Attention: 13850-3657
--------------------------------------------------------------------------------------------------------------------------------
Total                                   12,041,350              3,600,417             218,483               109,238
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* All numbers  calculated  after  giving  effect to a  1,000-for-1  split of the
Company's Common Stock.


                                      -iv-