Exhibit 10.10

                              EMPLOYMENT AGREEMENT


                  THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made as of
December  29, 1999 (the  "Effective  Date") by and between  THCG,  INC.,  a Utah
corporation (the "Company"), and Larry Smith (the "Executive").

                              W I T N E S S E T H:


                  WHEREAS, the Company desires to employ the Executive,  and the
Executive desires to accept such employment,  in the capacities and on the terms
and conditions set forth in this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
hereinafter contained, the parties hereto hereby agree as follows:

                  1.       Employment; Term.

                           (a) The Company hereby employs the Executive, and the
Executive  hereby  accepts  employment by the Company,  in  accordance  with and
subject to the terms and conditions set forth herein.

                           (b) The term of this Agreement  shall commence on the
Effective  Date and,  unless earlier  terminated in accordance  with Paragraph 5
hereof,  shall  terminate on the third  anniversary  of the Effective  Date (the
"Initial Term"). Thereafter,  this Agreement shall automatically be extended for
one or more additional  annual periods unless the Executive or the Company gives
written  notice,  no less than  ninety (90) days prior to the end of the Initial
Term or any extension thereof (together, the "Term"), of his or its election not
to renew this Agreement.

                  2.       Duties.

                           (a) During the Term, the Executive shall serve as the
President of the Company and shall report to the Chief  Executive  Officer(s) of
the Company.

                           (b) The  Executive  shall  have  such  authority  and
responsibility  as is customary  for such  position or  positions in  businesses
comparable in size and function to the Company, and such other  responsibilities
as may  reasonably be assigned to him by the Chief  Executive  Officer(s) or the
board of directors of the Company (the "Board").

                           (c) During the period the  Executive  is  employed by
the Company,  the Executive shall devote his full business time and best efforts
to the  business  and  affairs of the Company  and its  subsidiaries;  provided,
however,  the  Executive  may engage in  outside  business  activities  with the
consent of the Chief Executive Officer(s),  provided that such consent shall not
be unreasonably  withheld or delayed.  It shall not be considered a violation of
the  foregoing  for the  Executive  to serve on  corporate,  industry,  civic or
charitable boards or committees,  or to invest,  and to supervise the investment
of, his own  personal  assets so long as such  activities  do

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not   significantly   interfere  with  the   performance   of  the   Executive's
responsibilities  as  an  employee  of  the  Company  in  accordance  with  this
Agreement.

                           (d)  The  Executive's  services  shall  be  performed
primarily at the Company's principal place of business, located in New York, New
York. The Executive  recognizes that his duties will require,  from time-to-time
and at the Company's expense, travel to domestic and international locations.

                  3.       Compensation.

                           (a) The Company shall pay the Executive a base salary
(the "Base Salary") of $150,000 per annum,  or such greater sum as may from time
to time be fixed by the Compensation  Committee of the Board,  provided that any
such greater sum shall become the minimum  rate of  compensation  for so long as
the Executive  shall be employed by the Company.  Payments of Base Salary to the
Executive shall be made in equal  semi-monthly  installments  and subject to all
legally required and customary withholdings.

                           (b) The  Executive  shall be  entitled  to a bonus in
respect of the year 2000 in a minimum  amount of $50,000  as  determined  by the
Compensation Committee of the Board;  thereafter the Executive shall be entitled
to bonus  compensation  (the "Bonus  Compensation")  in accordance  with a bonus
scheme based on the operating  profit of the business unit(s) of the Company for
which the Executive is responsible, as devised in good faith by the Compensation
Committee of the Board.

                           (c) The Executive shall receive an option to purchase
310,000 shares of the common stock of the Company, at an exercise price of $6.00
per  share.   Such  option  shall  vest  pro-rata  in  twelve  equal   quarterly
installments  commencing  on  January  1,  2001.  In the event  the  Executive's
employment  hereunder is terminated  prior to the end of the Term by the Company
without  Cause  pursuant to paragraph  5(d) hereof or by the  Executive for Good
Reason  pursuant to Paragraph  5(e) hereof,  then any unvested  shares of common
stock under the option shall  accelerate and become fully  exercisable as of the
date of such  termination  of  employment.  The shares of common stock under the
option shall  terminate on December 31, 2004. The option shall be subject to the
same  provisions as are contained in The 1999 Walnut  Financial  Services,  Inc.
Stock  Incentive  Plan (the  "Plan");  however,  the option  shall not be issued
pursuant to the Plan. The option shall be included in the Company's registration
statement  on Form S-8,  the most recent  draft of which is  attached  hereto as
Exhibit A. The Company shall use its commercially  reasonable efforts to prepare
and file such  registration  statement as promptly as practicable  following the
Effective Date and to cause such registration statement to become effective.

                  4.       Benefits.

                           (a) The Company agrees to reimburse the Executive for
all  reasonable  travel,  business  entertainment  and other  business  expenses
incurred by the Executive in connection with the performance of his duties under
this  Agreement.  Such  reimbursements  shall be made by the Company on a timely
basis upon submission by the Executive of proper accounts therefor in accordance
with the Company's standard procedures.

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                           (b) The Executive shall be entitled to participate in
any and all life insurance (up to $1 million),  medical insurance, group health,
disability  insurance,  and  other  benefit  plans and  programs  which are made
generally  available  by the  Company  to its  most  senior  executives.  If the
Executive  elects to  participate in any such benefit plan and/or  program,  the
Company agrees to pay the premiums for the coverage elected by the Executive.

                           (c) The  Executive  shall be entitled to  participate
fully in the  Company's  group  pension,  profit-sharing  and  employee  benefit
programs now or hereafter made available to employees of the Company generally.

                           (d) The Executive shall not be limited to the general
vacation  policy and  program of the  Company  as a whole,  but,  in view of his
position and stature with the Company,  shall be entitled to such  vacation time
as may be reasonably  appropriate to the Company and its clients, and the proper
performance of his duties and responsibilities.

                           (e) The Company shall lease or purchase an automobile
of make  and  model  as the  Executive  shall  specify  for the  sole use of the
Executive;  provided,  however, that the Executive may, at his own option, lease
an automobile in his own name and at Company expense.  The Executive shall cause
the vehicle to be  properly  insured and  maintained.  The Company  shall pay or
reimburse  the Executive for all purchase or lease costs,  parking  costs,  toll
fees,  costs of  insurance,  routine  maintenance,  service  and  repair  of the
vehicle,  provided that the Company's obligation pursuant to this Paragraph 4(e)
shall not exceed  $500 per  month.  At the  expiration  of this  Agreement,  the
Company shall, if requested by the Executive, exercise its purchase option under
any lease  agreement  and grant the  Executive an option to purchase the vehicle
upon the same  terms  and  conditions  offered  to the  Company  by the  leasing
company.

                           (f) The Company shall pay for the  Executive's use of
computers,  e-mail,  facsimile,  access to Internet and cellular phones for both
the Executive's office use and for use in his home for business purposes.

                           (g) The Company agrees to reimburse the Executive for
personal tax preparation and financial planning assistance in a total amount not
to exceed $2,500 per year.

                           (h) The Executive shall be indemnified by the Company
to the greatest extent  permitted  under the laws of the State of Delaware,  but
only if and to the extent permitted under the laws of the State of Utah.

                           (i) The  Executive  shall be  entitled  to any  other
benefits or  perquisites on terms no less favorable than those pursuant to which
such  benefits or  perquisites  are made  available  to any other  executive  or
employee of the Company.

                  5.       Termination.

                           (a) Death. The Executive's employment hereunder shall
terminate upon the Executive's death.

                           (b) Total  Disability.  The Company may terminate the
Executive's  employment  hereunder  at any  time  after  the  Executive  becomes
"Totally  Disabled." For

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purposes of this Agreement, "Totally Disabled" means that the Executive has been
unable,  for a period of one hundred eighty (180)  consecutive  days, to perform
the  Executive's  duties under this  Agreement as a result of physical or mental
illness or injury.  A termination of the  Executive's  employment by the Company
for Total  Disability  shall be  communicated to the Executive by written notice
and shall be  effective  on the 30th day  after  receipt  of such  notice by the
Executive (the "Total Disability Effective Date"),  unless the Executive returns
to full-time  performance of the Executive's  duties before the Total Disability
Effective Date.

                           (c) Termination by the Company for Cause. The Company
may terminate the Executive's  employment  hereunder for Cause.  For purposes of
this Agreement, the term "Cause" shall mean any of the following: (i) conviction
of a felony;  (ii)  perpetration  of an intentional and knowing fraud against or
adversely  affecting  the  Company or any  customer,  client,  agent or employee
thereof;  (iii) willful breach of a covenant set forth in Paragraph 7 hereof; or
(iv)  willful and  substantial  failure of the  Executive  to perform his duties
hereunder (other than as a result of total or partial incapacity due to physical
or mental illness or injury); provided,  however, that a termination pursuant to
clause (iv) shall not become  effective  unless the Executive fails to cure such
failure  to  perform  within  thirty  (30) days after  written  notice  from the
Company,  such notice to describe  such  failure to perform  and  identify  what
reasonable actions shall be required to cure such failure to perform.

                           No act or failure to act on the part of the Executive
shall be considered  "willful"  under this  Paragraph 5(c) unless it is done, or
omitted to be done, by the Executive in bad faith or without  reasonable  belief
that  the  Executive's  action  or  omission  was in the best  interests  of the
Company.  Any act or failure to act that is based upon authority  given pursuant
to a resolution  duly adopted by the Board or upon the advice of counsel for the
Company,  shall be  conclusively  presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company.

                           (d)  Termination by the Company  Without  Cause.  The
Company may terminate the Executive's  employment  hereunder at any time for any
reason or no reason by giving  the  Executive  thirty  (30) days  prior  written
notice of the termination.

                           (e) Termination by the Executive For Good Reason.

                                    i.   The   Executive   may   terminate   his
                  employment  hereunder  for "Good  Reason"  for (1) a Change in
                  Control of the Company; (2) the assignment to the Executive of
                  any  duties  inconsistent  in  any  significant  respect  with
                  Paragraph 2 hereof,  or any other  action by the Company  that
                  results in a material diminution in the Executive's  position,
                  authority, duties or responsibilities;  (3) any failure by the
                  Company to comply with Paragraph 3 or 4 hereof,  other than an
                  isolated,  insubstantial  and inadvertent  failure that is not
                  taken in bad faith and is  remedied  by the  Company  promptly
                  after  receipt of notice  thereof  from the  Executive;  (4) a
                  change in the Executive's location of employment to a place of
                  employment  outside the New York  Metropolitan  Area;  (5) any
                  purported  termination  of the  Executive's  employment by the
                  Company for a reason or in a manner not expressly permitted by
                  this Agreement;  (6) any failure

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                  by the Company to comply with Paragraph  10(c) hereof;  or (7)
                  any other substantial breach of this Agreement by the Company.

                                    ii. "Change in Control of the Company" shall
                  be  conclusively  deemed  to  have  occurred  if  any  of  the
                  following shall have taken place:

                                            (1) a change in  control of a nature
                           that would be  required to be reported in response to
                           Item  5(f)  of  Schedule   14A  of   Regulation   14A
                           promulgated under the Securities Exchange Act of 1934
                           ("Exchange  Act")  shall have  occurred,  unless such
                           change  in   control   results   in  control  by  the
                           Executive,  his  designee(s)  or  "affiliate(s)"  (as
                           defined in Rule 12b-2 under the Exchange  Act) or any
                           combination thereof;

                                            (2) any  "person"  (as such  term is
                           used in Sections  13(d) and  14(d)(2) of the Exchange
                           Act),  other than the Executive,  his  designee(s) or
                           "affiliate(s)"  (as  defined in Rule 12b-2  under the
                           Exchange  Act), or any "person" who was a shareholder
                           as of the Effective Date or any combination  thereof,
                           is or becomes the  "beneficial  owner" (as defined in
                           Rule  13d-3  under the  Exchange  Act),  directly  or
                           indirectly, of securities of the Company representing
                           fifty  percent  (50%) or more of the combined  voting
                           power of the Company's then outstanding securities;

                                            (3)  during  any  period  of two (2)
                           consecutive years during this Agreement,  individuals
                           who at the  beginning of such period  constitute  the
                           Board cease for any reason to  constitute  at least a
                           majority   thereof,   unless  the  election  of  each
                           director  who was not a director at the  beginning of
                           such period has been approved in advance by directors
                           representing  at least a  majority  of the  directors
                           then in office who were directors at the beginning of
                           the period;

                                            (4) the  stockholders of the Company
                           approve a merger or consolidation of the Company with
                           any  other  corporation,   other  than  a  merger  or
                           consolidation   which  would  result  in  the  voting
                           securities  of the  Company  outstanding  immediately
                           prior  thereto  continuing  to  represent  (either by
                           remaining  outstanding  or by  being  converted  into
                           voting  securities of the surviving entity) more than
                           fifty percent  (50%) of the combined  voting power of
                           the  voting   securities   of  the  Company  or  such
                           surviving entity  outstanding  immediately after such
                           merger or consolidation;  provided,  however,  that a
                           merger  or  consolidation  effected  to  implement  a
                           recapitalization   of   the   Company   (or   similar
                           transaction)  in which no  "person"  (as  hereinabove
                           defined) acquires more than twenty five percent (25%)
                           of the combined  voting power of the  Company's  then
                           outstanding  securities shall not constitute a Change
                           in Control of the Company; or

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                                            (5) the  stockholders of the Company
                           approve a plan of complete liquidation of the Company
                           or an agreement  for the sale or  disposition  by the
                           Company of, or the Company  sells or disposes of, all
                           or substantially all of the Company's assets.

                                    iii.  If an event  should  occur  that would
                  allow the Executive to terminate his employment  hereunder for
                  Good Reason,  the Executive shall have a period of ninety (90)
                  days from the date on which the Executive  first becomes aware
                  of such event in which to elect to  terminate  his  employment
                  for Good Reason.  If the  Executive  elects to  terminate  his
                  employment for Good Reason,  he shall provide the Company with
                  a written notice.

                           (f) Termination by the Executive Without Good Reason.
The Executive may terminate his employment hereunder for any reason or no reason
by giving the Company sixty (60) days prior written notice of the termination.

                  6.       Compensation  Following  Termination Prior to the End
of the Term.

                           (a)   Termination   by   Reason  of  Death  or  Total
Disability;  Termination by the Company for Cause;  Termination by the Executive
Without Good Reason. In the event that the Executive's  employment  hereunder is
terminated  prior to the end of the Term (i) by reason of the Executive's  death
or Total  Disability  pursuant to  Paragraph  5(a) or 5(b)  hereof,  (ii) by the
Company for Cause  pursuant to Paragraph  5(c) hereof or (iii) by the  Executive
without Good Reason pursuant to Paragraph 5(f) hereof, the Company shall pay the
following  amounts to the Executive (or to the Executive's  estate,  as the case
may be):

                                    i.    Any accrued but unpaid Base Salary (as
                            determined  pursuant to  Paragraph  3(a) hereof) for
                            services rendered to the date of termination;

                                    ii.   Any  declared  but  unpaid  bonus  (as
                            determined pursuant to Paragraph 3(b) hereof); and

                                    iii.  Any   accrued   but  unpaid   expenses
                            required to be  reimbursed  pursuant to  Paragraph 4
                            hereof.

                           (b)   Termination  by  the  Company   Without  Cause;
Termination for Good Reason. In the event the Executive's  employment  hereunder
is terminated prior to the end of the Term by the Company without Cause pursuant
to  Paragraph  5(d)  hereof or by the  Executive  for Good  Reason  pursuant  to
Paragraph  5(e)  hereof,  the  Company  shall pay the  following  amounts to the
Executive:

                                    i.    Any accrued but unpaid Base Salary (as
                            determined  pursuant to  paragraph  3(a) hereof) for
                            services rendered to the date of termination;

                                    ii.  Any   declared  but  unpaid  bonus  (as
                           determined pursuant to Paragraph 3(b) hereof);

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                                    iii.  Any   accrued   by   unpaid   expenses
                            required to be  reimbursed  pursuant to  Paragraph 4
                            hereof; and

                                    iv. Any unvested  options  shall  accelerate
                           and become  fully  exercisable  pursuant to Paragraph
                           3(c) hereof.

                           (c) No  Duty  to  Mitigate.  In the  event  that  the
Executive's  employment  is  terminated  by  reason  of  the  Executive's  Total
Disability  Pursuant to Paragraph  5(b) hereof,  the  Executive's  employment is
terminated by the Company  without Cause pursuant to Paragraph  5(d) hereof,  or
the  Executive's  employment  is  terminated  by the  Executive  for Good Reason
pursuant to Paragraph 5(e) hereof,  the Executive  shall not be required to seek
other employment to mitigate damages.

                           (d) No Other Benefits or Compensation.  Except as may
be provided under this Agreement, under the terms of any incentive compensation,
employee  benefit or fringe benefit plan applicable to the Executive at the time
of the termination of the Executive's  employment  prior to the end of the Term,
the  Executive  shall have no right to  receive  any other  compensation,  or to
participate  in any other  plan,  arrangement  or benefit,  with  respect to any
future period after such termination.

                  7.       Noncompetition and Nonsolicitation;  Nondisclosure of
Proprietary Information; Surrender of Records.

                           (a)  Noncompetition and  Nonsolicitation.  In view of
the unique and valuable services it is expected the Executive will render to the
Company,  the  Executive's  knowledge of the clients,  trade secrets,  and other
proprietary  information  relating  to the  business  of  the  Company  and  its
subsidiaries and affiliates and its clients and suppliers,  and in consideration
of compensation to be received  hereunder,  the Executive agrees that during his
employment  hereunder,  and for one year thereafter in the event the Executive's
employment  hereunder is terminated  prior to the end of the Term by the Company
for Cause  pursuant to Paragraph  5(c) hereof or by the  Executive  without Good
Reason pursuant to Paragraph 5(f) hereof, the Executive will not compete with or
be engaged in any business (whether as an officer,  director,  employee,  agent,
proprietor,  stockholder,  partner, member or otherwise) which is engaged in the
business  of  (i)   evaluating,   structuring   and  building   e-commerce   and
Internet-based  businesses,   including,   without  limitation,  the  marketing,
branding and funding of such e-commerce and Internet-based  businesses,  or (ii)
providing  investment  banking services and related financial advisory services,
including,  without  limitation,  the  services  of capital  raising,  financial
restructuring,  and identifying and structuring  mergers and  acquisitions.  The
provisions of this Paragraph 7(a) will not be deemed breached merely because the
Executive owns less than ten percent (10%) of the outstanding  common stock of a
publicly-traded  company or is a passive investor who owns less than ten percent
(10%) of the outstanding common stock of a privately-held company.

                           In further  consideration  of the  compensation to be
received hereunder,  the Executive agrees that during the Term, and for a period
of one year subsequent to any termination hereunder, the Executive shall not (i)
directly  or  indirectly  solicit or attempt  to solicit  any of the  employees,
agents,  consultants  or  representatives  of the  Company  or of the

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Company's  clients to terminate his, her or its relationship with the Company or
such client;  (ii) directly or  indirectly  solicit or attempt to solicit any of
the employees,  agents,  consultants or representatives of the Company or of the
Company's clients to become employees, agents, consultants or representatives of
any other person or entity;  (iii) directly or indirectly  solicit or attempt to
solicit, persuade or seek to persuade any customer, vendor or distributor of the
Company or of any of the Company's  clients to cease to do business or to reduce
the amount of business which any customer, vendor or distributor has customarily
done or  contemplates  doing with the Company or any such client  whether or not
the  relationship  between  the  Company or any such  client and such  customer,
vendor or distributor was originally established in whole or in part through the
Executive's efforts. Any reference in this Paragraph 7(a) to the "Company" shall
mean and include the Company's subsidiaries and affiliates.

                           (b)    Proprietary    Information.    The   Executive
acknowledges  that during the course of his employment  with the Company he will
necessarily  have  access  to  and  make  use  of  proprietary  information  and
confidential  records  of  the  Company  and  the  Company's   subsidiaries  and
affiliates.  The Executive covenants that he shall not during the Term or at any
time  thereafter,  directly  or  indirectly,  use for his own purpose or for the
benefit of any person or entity other than the Company,  nor otherwise disclose,
any such  proprietary  information  to any  individual  or entity,  unless  such
disclosure  has been  authorized  in  writing  by the  Company  or is  otherwise
required by law.

                           For  purposes  of  this  Paragraph  7,   "proprietary
information"  shall  not  include  information  which  is or  becomes  generally
available to the public other than as a result of a breach of this  Agreement by
the Executive.

                           (c)  Confidentiality  and  Surrender of Records.  The
Executive shall not during the Term or at any time thereafter  (irrespective  of
the  circumstances  under  which  the  Executive's  employment  by  the  Company
terminates),  except as required by law,  directly or indirectly  publish,  make
known or in any  fashion  disclose  any  confidential  records to, or permit any
inspection or copying of confidential records by, any individual or entity other
than in the course of such  individual's or entity's  employment or retention by
the Company,  nor shall he retain, and will deliver promptly to the Company, any
of the same following  termination of his employment hereunder for any reason or
upon request by the Company. For purposes hereof,  "confidential  records" means
all  correspondence,   memoranda,   files,  manuals,  books,  lists,  financial,
operating or marketing  records,  magnetic  tape or electronic or other media or
equipment of any kind which may be in the  Executive's  possession  or under his
control or accessible to him which contain any  proprietary  information  of the
Company or the Company's  subsidiaries  or affiliates or clients  referred to in
Paragraph 7(b). All  confidential  records shall be and remain the sole property
of the Company,  or, as applicable,  the Company's  subsidiaries,  affiliates or
clients during the Term and thereafter.

                           (d) Inventions and Patents.  Any interest in patents,
patent applications,  inventions,  copyrights,  developments,  business methods,
trade secrets and processes  ("Inventions")  which the Executive develops during
his  employment  with the Company  and which  relates to the fields in which the
Company  or the  Company's  subsidiaries  is then  engaged  shall  belong to the
Company,  or, as  applicable,  the Company's  subsidiaries.  Upon  request,  the
Executive  shall execute all such  assignments  and other documents and take all
such

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<PAGE>

other  action as the  Company  may  reasonably  request  in order to vest in the
Company,  or, as applicable,  a subsidiary of the Company all his right,  title,
and interest in and to such Inventions.

                           (e)      Enforcement.

                                    i. The  Executive  agrees that the remedy at
                  law  for any  breach  or  threatened  breach  of any  covenant
                  contained in this Paragraph 7 would be inadequate and that the
                  Company,  in  addition  to  such  other  remedies  as  may  be
                  available  to it at law or in  equity,  shall be  entitled  to
                  institute  proceedings  in any court or  courts  of  competent
                  jurisdiction  to obtain damages for breach of this Paragraph 7
                  and injunctive  relief without proving damages or that damages
                  would be inadequate and without posting any bond.

                                    ii. In no event shall any asserted violation
                  of any  provision  of this  Paragraph 7 constitute a basis for
                  deferring or withholding any amounts  otherwise payable to the
                  Executive under this Agreement.

                  8.       Key  Man  Insurance.  The  Executive  recognizes  and
acknowledges  that the Company or its  affiliates  may seek and  purchase one or
more policies  providing key man life  insurance  with respect to the Executive,
the  proceeds of which would be payable to the  Company or such  affiliate.  The
Executive  hereby  consents  to  the  Company  or  its  affiliates  seeking  and
purchasing  such  insurance  and will  provide  such  information,  undergo such
medical  examinations  (at the Company's  expense),  execute such  documents and
otherwise  take any and all  actions  necessary  or  desirable  in order for the
Company or its  affiliates  to seek,  purchase  and  maintain  in full force and
effect such policy or policies.

                  9.       Notices.  Any  notice,  consent,   request  or  other
communication  made or given  in  accordance  with  this  Agreement  shall be in
writing either (i) by personal delivery to the party entitled  thereto,  (ii) by
facsimile  with  confirmation  of receipt,  or (iii) by  registered or certified
mail,  return  receipt   requested.   The  notice,   consent  request  or  other
communication shall be deemed to have been received upon personal delivery, upon
confirmation  of receipt of facsimile  transmission,  or, if mailed,  three days
after mailing. Any notice, consent, request or other communication made or given
in accordance  with the  Agreement  shall be made to those listed below at their
following  respective  addresses or at such other address as each may specify by
notice to the others:

                  To the Company:

                                    THCG, Inc.
                                    650 Madison Avenue, 21st Floor
                                    New York, New York 10022
                                    Attention:
                                    Facsimile No.:  (212) 223-0161

                                      -9-

<PAGE>

                  with a copy to:

                                    Kramer Levin Naftalis & Frankel LLP
                                    919 Third Avenue
                                    New York, New York  10022
                                    Attention:  Peter S. Kolevzon, Esq.
                                    Facsimile No.:  (212) 715-8000

                  To the Executive:

                                    Larry Smith
                                    222 West 14th Street, Apt. 9E
                                    New York, New York 10011
                                    Facsimile No.:  (212) ___-____


                  with a copy to:

                    Law Offices of Steven E. Rosenfeld, P.C.
                                    369 Lexington Avenue
                                    New York, New York  10017
                                    Attention:  Steven E. Rosenfeld, Esq.
                                    Telecopier No.:  (212) 867-1914

                  10.      Successors.

                           (a) This  Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
heirs and legal representatives.

                           (b) This Agreement  shall inure to the benefit of and
be binding upon the Company and its successors and assigns.

                           (c) The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the  business  and/or  assets of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that  the  Company  would  have  been  required  to  perform  if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such  successor  that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

                  11.      Complete  Understanding;   Amendment;   Waiver.  This
Agreement  constitutes  the  complete  understanding  between the  parties  with
respect to the  employment  of the  Executive  and  supersedes  all other  prior
agreements and  understandings,  both written and oral, between the parties with
respect to the subject matter hereof, and no statement, representation, warranty
or  covenant  has been made by  either  party  with  respect  thereto  except as
expressly  set

                                      -10-

<PAGE>

forth  herein.  This  Agreement  shall  not be  altered,  modified,  amended  or
terminated except by a written  instrument signed by each of the parties hereto.
Any waiver of any term or provision  hereof,  or of the  application of any such
term or provision to any circumstances,  shall be in writing signed by the party
charged  with giving such  waiver.  Waiver by either  party hereto of any breach
hereunder by the other party shall not operate as a waiver of any other  breach,
whether similar to or different from the breach waived.  No delay on the part of
the Company or the Executive in the exercise of any of their  respective  rights
or remedies shall operate as a waiver thereof, and no single or partial exercise
by the Company or the Executive of any such right or remedy shall preclude other
or further exercise thereof.

                  12.      Severability.  The invalidity or  unenforceability of
any provision of this Agreement shall not affect the validity or  enforceability
of any other  provision of this  Agreement.  If any provision of this  Agreement
shall be held invalid or  unenforceable  in part, the remaining  portion of such
provision,  together with all other  provisions of this Agreement,  shall remain
valid and  enforceable  and  continue  in full force and  effect to the  fullest
extent consistent with law.

                  13.      Governing  Law. This  Agreement  shall be governed by
and construed and enforced in accordance  with the laws of the State of New York
applicable  to  agreements  made and to be wholly  performed  within that State,
without regard to the principles of conflict of laws.

                  14.      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.

                  15.      Titles and Captions. All paragraph titles or captions
in this Agreement are for convenience only and in no way define,  limit,  extend
or describe the scope or intent of any provision hereof.

                  16.      Counterparts.  This Agreement may be signed in one or
more  counterparts,  each of which  shall be  deemed an  original,  and all such
counterparts shall constitute but one and the same instrument.


                                      -11-

<PAGE>


                  IN WITNESS WHEREOF, the Executive has executed this Employment
Agreement  and,  pursuant to the  authorization  of the Board of Directors,  the
Company has caused this  Agreement to be executed in its name and on its behalf,
all as of the date above written.

                                   THCG, INC.


                                   By: /s/ Jospeh D. Mark
                                      ---------------------------------
                                      Name: Jospeh D. Mark
                                      Title: Co-Chief Executive Officer


                                   EXECUTIVE:


                                   /s/ Larry Smith
                                   ------------------------------------
                                   Larry Smith


                                      -12-