Exhibit 4.6

                          REGISTRATION RIGHTS AGREEMENT


                  THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of December 29, 1999, (the  "Effective  Date") between THCG,
Inc., a Utah corporation (the  "Corporation"),  and Larry Smith, Ed Tedeschi and
Michael Gegenheimer (collectively,  the "Stockholders"),  which Stockholders are
all of the stockholders of Mercury Coast Inc., a Delaware corporation  ("Mercury
Coast"), immediately prior to the consummation of the merger contemplated by the
Merger Agreement (as defined below).

                  Pursuant  to an  Agreement  and Plan of  Merger  of even  date
herewith  (the  "Merger   Agreement")  by  and  among  the  Corporation,   Coast
Acquisition Corp., a Delaware  corporation and a wholly-owned  subsidiary of the
Corporation, Mercury Coast and the Stockholders, the Corporation is acquiring by
merger  all of the  issued  and  outstanding  capital  stock of  Mercury  Coast.
Capitalized  terms  used  herein and not  otherwise  defined  have the  meanings
assigned to them in Merger Agreement.

                  The  Stockholders   will  be  the  beneficial  owners  of  the
Registrable Shares (as defined below) pursuant to the transactions  contemplated
in the Merger  Agreement.  The Corporation and the Stockholders deem it to be in
their  respective best interests to set forth the rights of the  Stockholders in
connection with the Registrable Shares.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants  and  obligations  hereinafter  set  forth,  the  Corporation  and the
Investor Stockholders, intending to be legally bound, hereby agree as follows:

                  SECTION  1.  Definitions.  As  used  in  this  Agreement,  the
following terms shall have the following meanings:

                  "Commission" shall mean the Securities and Exchange Commission
or any other Federal agency at the time administering the Securities Act.

                  "Common  Stock" shall mean the common  stock,  par value $0.01
per share, of the corporation.

                  "Management  Shares"  shall mean at any time  those  shares of
Common Stock owned by Joseph D. Mark, Adi Raviv or Shai Novik, or trusts for the
benefits of members of their immediate family.

                   "Other  Shares" shall mean at any time those shares of Common
Stock which do not constitute  Primary Shares,  Registrable Shares or Management
Shares.

                  "Primary  Shares"  shall mean at any time the  authorized  but
unissued  shares  of  Common  Stock  or  shares  of  Common  Stock  held  by the
Corporation in its treasury.

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                   "Registrable  Shares"  shall mean the shares of Common  Stock
held by the Stockholders which constitute Restricted Shares.

                  "Restricted  Shares" shall mean the shares of Common Stock any
other  securities  which by their terms are exercisable or  exchangeable  for or
convertible into Common Stock and any securities received in respect thereof, in
any case, which are held by the Stockholders and which have not theretofore been
sold to the public pursuant to a registration statement under the Securities Act
or pursuant to Rule 144.

                  "Rule  144"  shall  mean  Rule  144   promulgated   under  the
Securities Act or any successor rule thereto or any  complementary  rule thereto
(such as Rule 144A).

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, or any successor Federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                  SECTION 2.  Piggyback Registration.

                  (a) If the  Corporation at any time proposes for any reason to
register  Primary Shares or Other Shares under the Securities Act (other than on
Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms
thereto),  and such  registration  also  includes  Management  Shares,  it shall
promptly give written notice to the Stockholders of its intention so to register
the Primary Shares or Other Shares and, upon the written  request,  given within
30 days after delivery of any such notice by the Corporation, of any Stockholder
to include in such registration  Registrable Shares (which request shall specify
the number of Registrable Shares proposed to be included in such  registration),
the Corporation shall use its best efforts to cause all such Registrable  Shares
to be  included in such  registration  on the same terms and  conditions  as the
securities  otherwise  being  sold in  such  registration.  Notwithstanding  the
foregoing,  if  the  managing  underwriter  advises  the  Corporation  that  the
inclusion of all Registrable Shares, Primary Shares, Other Shares and Management
Shares  proposed to be included in such  registration  would  interfere with the
successful  marketing  (including  pricing) of such  shares,  then the number of
Primary Shares,  Registrable Shares, Other Shares and Management Shares proposed
to be included in such registration shall be included in the following order:

                             (i)     first, the Primary Shares; and

                             (ii)    second, the Management Shares, Other Shares
         and the  Registrable  Shares held by the  Stockholders  requested to be
         included in such  registration,  pro rata in accordance with the number
         of  shares  proposed  to be  included  in the  registration;  provided,
         however, that to the extent the Other Shares consist of shares owned by
         Greenwich  Street Capital  Partners II, L.P., GSCP Offshore Fund, L.P.,
         Greenwich  Fund,  L.P.,  Greenwich  Street  Employees Fund, L.P. or TRV
         Executive  Fund,  L.P., such Other Shares shall have priority and shall
         not be cut back on a pro rata basis.

                           (b)  No  Stockholder   may   participate   in   any
         underwritten  offering  hereunder unless such Stockholder (i) agrees to
         sell such Stockholder's Registrable Shares on the basis provided in any
         underwriting arrangements approved by the

                                      -2-

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         Company and (ii) completes and executes all  questionnaires,  powers of
         attorney,  indemnities,  underwriting  agreements  and other  documents
         required under the terms of such underwriting arrangements.  Nothing in
         this Section 2(b) shall be  construed to create any  additional  rights
         regarding the registration of Registrable  Shares otherwise than as set
         forth herein.

                           (c) With respect to any  registration  filed or to be
         filed  pursuant to Section 2 hereof,  the Company  shall be entitled to
         (i) cause such registration statement to be withdrawn and the effective
         ness of such registration  statement terminated or (ii) in the event no
         such registration  statement has yet been filed or declared  effective,
         to delay filing or effectiveness of any such registration statement, in
         either case without liability to the Stockholders.

                           (d)   Anything    contained    in   this    Agreement
         notwithstanding, when in the opinion of outside counsel to the Company,
         registration  of  the  Registrable   Shares  is  not  required  by  the
         Securities Act and other applicable  securities laws in connection with
         a proposed sale of such Registrable Shares, the Stockholders shall have
         no  rights  pursuant  to  Section  2  hereof  to  request  a  piggyback
         registration  in  connection  with such  proposed  sale and the Company
         shall promptly  provide to the transfer agent and the  Stockholder's or
         Stockholders' broker or brokers in connection with any sale transaction
         an opinion to the effect  set forth  above and all  legends  related to
         restrictions  on  transfer  shall  be  removed  from  the  certificates
         evidencing the Registrable Shares.

                  SECTION  3.  Preparation  and  Filing.  If  and  whenever  the
Corporation is under an obligation  pursuant to the provisions of this Agreement
to effect the registration of any Registrable  Shares, the Corporation shall, as
expeditiously as practicable:

                           (a) furnish, at least ten business days before filing
         a registration  statement that registers  such  Registrable  Shares,  a
         prospectus relating thereto and any amendments or supplements  relating
         to such a registration statement or prospectus,  to counsel selected by
         the  Stockholders  (the  "Stockholders'  Counsel"),  copies of all such
         documents   proposed  to  be  filed  (it  being  understood  that  such
         ten-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 Stockholders' Counsel in advance of the proposed filing
         by a  period  of time  that  is  customary  and  reasonable  under  the
         circumstances);

                           (b)  notify  in  writing  the  Stockholders'  Counsel
         promptly (i) of the receipt by the Corporation of any notification with
         respect  to any  comments  by  the  Commission  with  respect  to  such
         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,  (ii) of the
         receipt by the  Corporation  of any  notification  with  respect to the
         issuance  by  the   Commission  of  any  stop  order   suspending   the
         effectiveness  of such  registration  statement  or  prospectus  or any
         amendment or supplement thereto or the initiation or threatening of any
         proceeding for that purpose and (iii) of the receipt by the Corporation
         of any notification with respect

                                      -3-

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         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;

                           (c) use its best  efforts to register or qualify such
         Registrable Shares under such other securities or blue sky laws of such
         jurisdictions as the Stockholders reasonably request and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable  the  holders  of such  Registrable  Shares  to  consummate  the
         disposition in such jurisdictions of such Registrable Shares; provided,
         however, that the Corporation 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 paragraph (c);

                           (d) furnish to the holders of such Registrable Shares
         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 holders of such  Registrable  Shares may  reasonably  request in
         order  to  facilitate  the  public  sale or other  disposition  of such
         Registrable Shares;

                           (e) notify the holders of such Registrable  Shares 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 such 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;

                           (f) make  available for  inspection by the holders of
         such  Registrable   Shares,   any  underwriter   participating  in  any
         disposition  pursuant to such registration  statement and any attorney,
         accountant or other agent  retained by the holders of such  Registrable
         Shares  or  any  underwriter  (collectively,   the  "Inspectors"),  all
         pertinent  financial and other records,  pertinent  corporate documents
         and  properties of the  Corporation  (collectively,  the  "Records") as
         shall be  reasonably  necessary  to enable them to  exercise  their due
         diligence   responsibility,   and  cause  the  Corporation's  officers,
         directors and employees to supply all  information  (together  with the
         Records, the "Information") reasonably requested by any holders of such
         Registrable  Shares in  connection  with such  registration  statement;
         provided,  however,  that any of the Information  which the Corporation
         determines in good faith to be confidential, and of which determination
         the  Inspectors  are  so  notified,  shall  not  be  disclosed  by  the
         Inspectors  unless (i) the disclosure of such  Information is necessary
         to avoid or correct a  misstatement  or  omission  in the  registration
         statement,  (ii) the release of such Information is ordered pursuant to
         a subpoena or other  order from a court of  competent  jurisdiction  or
         (iii) such Information has been made generally available to the public;
         and provided further,  however,  that the holders of Registrable Shares
         agree that they will, upon learning that disclosure of such Information
         is  sought in a court of  competent  jurisdiction,  give  notice to the
         Corporation and allow the Corporation, at the Corporation's expense, to
         undertake  appropriate  action to prevent disclosure of the Information
         deemed confidential;

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                           (g)  use  its  best   efforts  to  obtain   from  its
         independent certified public accountants "comfort" letters in customary
         form  and  at  customary  times  and  covering   matters  of  the  type
         customarily covered by cold comfort letters;

                           (h) use its best  efforts to obtain  from its counsel
         an opinion or opinions in customary form;

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

                           (j) list  such  Registrable  Shares  on any  national
         securities  exchange on which any shares of the Common Stock are listed
         or,  if  the  Common  Stock  is not  listed  on a  national  securities
         exchange,  use its best efforts to qualify such Registrable  Shares for
         inclusion on the Nasdaq  National  Market System or the Nasdaq SmallCap
         Market or such other national securities exchange as the Investor shall
         reasonably request;

                           (k) otherwise use its 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

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

                  SECTION 4. Expenses.  All expenses incurred by the Corporation
in complying with Section 2, including, without limitation, 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, fees and expenses of the Corporation's counsel and
accountants  and fees and  expenses of the  Stockholders'  Counsel  (but not the
Inspectors),  shall  be paid by the  Corporation;  provided,  however,  that all
underwriting  discounts and selling  commissions  applicable to the  Registrable
Shares shall not be borne by the  Corporation  but shall be borne by the holders
of Registrable Shares.

                  SECTION   5.   Indemnification.   In   connection   with   any
registration of any Registrable Shares under the Securities Act pursuant to this
Agreement,  the  Corporation  shall  indemnify  and hold harmless the holders of
Registrable  Shares  (and  their  heirs  and  personal  representatives),   each
underwriter,  broker or any other  person  acting  on behalf of the  holders  of
Registrable  Shares 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

                                      -5-

<PAGE>

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
statements therein in light of the circumstances  under which they were made not
misleading,  or any violation by the  Corporation of the Securities Act or state
securities or blue sky laws  applicable to the  Corporation  in connection  with
such registration or qualification under such state securities or blue sky laws;
and shall  reimburse  the  holders of  Registrable  Shares  (and their heirs and
personal  representatives),  such underwriter,  such broker or such other person
acting on behalf of the holders 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 Corporation 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  Corporation
through an  instrument  duly  executed by the holders of  Registrable  Shares or
underwriter specifically for use in the preparation thereof.

                  In connection  with any  registration  of  Registrable  Shares
under the Securities Act pursuant to this Agreement,  the holders of Registrable
Shares 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)
the  Corporation,  each  director  of  the  Corporation,  each  officer  of  the
Corporation who shall sign such registration statement, each underwriter, broker
or other person acting on behalf of the holders of  Registrable  Shares 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 such  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 Corporation or such underwriter through an
instrument duly executed by the holders of Registrable  Shares  specifically for
use  in  connection  with  the  preparation  of  such  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 the Stockholders,  to an amount
equal to the net proceeds actually received by the Stockholders from the sale of
Registrable Shares effected pursuant to such registration.

                  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, 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

                                      -6-

<PAGE>

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, or that such claim or action involves or could have
an effect upon matters beyond the scope of the indemnity  agreement  provided in
this  Section 5, the  indemnifying  party shall not have the right to assume the
defense of such action on 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. Anything in this
Section 5 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. 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.

                  If the indemnification  provided for in this Section 5 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 Investor shall be
required to contribute  pursuant to the  provisions of this  paragraph  shall be
limited  to an  amount  equal  to the net  proceeds  actually  received  by such
Investor  from the sale of  Registrable  Securities  effected  pursuant  to such
registration.

                  SECTION 6. Information by Holder.  The Stockholders  proposing
to sell  Registrable  Shares  pursuant to a registration to which this Agreement
relates  shall furnish to the  Corporation  such written  information  regarding
himself and the  distribution  proposed by him as the Corporation may reasonably
request in writing and as shall be reasonably  required in  connection  with any
registration, qualification or compliance referred to in this Agreement.

                  SECTION 7. Termination.  This Agreement shall terminate and be
of no further force or effect when there shall not be any Restricted Shares.

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<PAGE>

                  SECTION 8.  Successors and Assigns.  This Agreement shall bind
and inure to the benefit of the Corporation,  the Stockholders  (and their heirs
and  personal  representatives)  and,  subject  to Section  12,  the  respective
successors and assigns of the Corporation and the Stockholders.

                  SECTION 9.  Assignment.  This Agreement may not be assigned by
the  Stockholders  without the prior written consent of the  Corporation,  which
consent shall not be unreasonably withheld.

                  SECTION 10. Entire  Agreement.  This  Agreement and the Merger
Agreement,  and the other  writings  referred to therein or  delivered  pursuant
thereto,  contain the entire  agreement  among the parties  with  respect to the
subject  matter hereof and thereof and  supersede all prior and  contemporaneous
arrangements or understandings with respect thereto.

                  SECTION 11. 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,  facsimile  number or person's
attention as may  hereafter be  designated in writing given as aforesaid by such
party to the other parties:

                           (i)      if to the Corporation, to:

                                    THCG, Inc.
                                    650 Madison Avenue
                                    21st Floor
                                    New York, New York  10022
                                    Attention:  Joseph D. Mark
                                    Telecopier:  9212) 223-0161

                                    with a copy to:

                                    Kramer Levin Naftalis & Frankel LLP
                                    919 Third Avenue
                                    New York, New York 10022
                                    Attention: Peter S. Kolevzon, Esq.

                                    (ii)    if to the Stockholders:

                                    at the most  current  address  given by such
                                    Stockholder   to   the    Corporation,    in
                                    accordance   with  the  provisions  of  this
                                    Section 11, which address initially is, with
                                    respect  to  each  Stockholder,   listed  on
                                    Schedule 1 attached hereto.


                                    with a copy to:

                                      -8-

<PAGE>

                                    Law Offices of Steven E. Rosenfeld, P.C.
                                    369 Lexington Avenue
                                    New York, New York 10017
                                    Attention: Steven E. Rosenfeld, Esq.
                                    Telecopier: (212) 867-1914

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

                  SECTION 12. Modifications;  Amendments; Waivers. The terms and
provisions  of  this  Agreement  may not be  modified  or  amended,  nor may any
provision be waived,  except pursuant to a writing signed by the Corporation and
the Stockholders.

                  SECTION 13. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is  held  invalid,  illegal  or  unenforceable,   the  validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  SECTION 14.  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 15. Headings.  The headings of the various sections of
this  Agreement  have been inserted for  convenience of reference only and shall
not be deemed to be a part of this Agreement.

                  SECTION 16.  Remedies.  The  Corporation  agrees that monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions of this  Agreement and hereby agrees that in the
event of any  breach  or  threatened  breach  by the  Corporation  of any of its
obligations under this Agreement, the Investor shall be entitled, in addition to
all other remedies, to a decree for specific performance,  injunctive relief and
other forms of equitable  relief  without  posting any bond and without  proving
that damages would be an inadequate remedy.

                  SECTION 17.  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 18. 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.


                                      -9-

<PAGE>


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


                                            THCG, INC.


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


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

                                            /s/ Ed Tedeschi
                                            ----------------------------------
                                            Ed Tedeschi

                                            /s/ Michael Gegenheimer
                                            ----------------------------------
                                            Michael Gegenheimer


                                      -10-

<PAGE>


                                   SCHEDULE 1


Larry Smith
222 West 14th Street, Apt. 9E
New York, New York 10011

Ed Tedeschi
17 West 76th Street
New York, New York 10023

Michael Gegenheimer
401 East 34th Street, N19B
New York, New York 10016


                                      -11-