Exhibit 10.4

VOID AFTER 5:00 P.M., CENTRAL TIME ON AUGUST 2, 2004                NO. ________


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 396,899 Shares of
                                                    Common Stock, $.01 par value

Date:   August 2, 2000

                                   THCG, INC.
                             STOCK PURCHASE WARRANT


        THIS CERTIFIES THAT, for value received, CASTLE CREEK TECHNOLOGY
PARTNERS LLC, an Illinois limited  liability  company (the "Initial Holder," and
together with any transferees as permitted under this Warrant, the "Holder"), or
its  registered  assigns,  is entitled to purchase  from THCG,  Inc., a Delaware
corporation (the "Company"),  at any time or from time to time during the period
specified in Section 2 hereof,  396,899 fully paid and non-assessable  shares of
the Company's Common Stock, $.01 par value (the "Common Stock"),  at an exercise
price of $5.039 per share (the "Exercise  Price").  This Warrant is being issued
pursuant to that certain  Securities  Purchase Agreement dated August 1, 2000 by
and among the Company and the Holder (the "Securities Purchase Agreement").  The
number of shares of Common Stock  purchasable  hereunder (the "Warrant  Shares")
and the  Exercise  Price are  subject to  adjustment  as  provided  in Section 4
hereof.

        The term "Closing Bid Price" means, for any security as of any date, the
closing  bid price of such  security  on the  principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected  by  the  Company  and  reasonably  acceptable  to  the  holder  hereof
("Bloomberg")  or if Bloomberg is not then reporting  closing bid prices of such
security,  or if the foregoing  does not apply,  the last reported sale price of
such security in the over-the-counter market on the electronic bulletin board of
such  security as reported by  Bloomberg,  or, if no sale price is reported  for
such security by  Bloomberg,  the average of the bid prices of all market makers
for such  security as reported in the "pink  sheets" by the  National  Quotation
Bureau, Inc.


<PAGE>

If the Closing Bid Price cannot be calculated  for such security on such date on
any of the foregoing  bases, the Closing Bid Price of such security on such date
shall be the fair market value as reasonably determined by an investment banking
firm  selected by the Company and  reasonably  acceptable to the Holder with the
costs of such appraisal to be borne by the Company.

        This  Warrant  is  subject  to  the  following  terms,  provisions,  and
conditions:

         1. Mechanics of Exercise.  Subject to the provisions hereof, including,
without  limitation,  the  limitations  contained in Section  8(f) hereof,  this
Warrant may be exercised as follows:

               (a) Manner of  Exercise.  This  Warrant may be  exercised  by the
Holder,  in whole or in part,  by the  surrender of this Warrant (or evidence of
loss, theft,  destruction or mutilation  thereof in accordance with Section 8(c)
hereof), together with a completed exercise agreement in the form of the Form of
Exercise Agreement attached hereto as Exhibit 1 (the "Exercise  Agreement"),  to
the Company at the Company's  principal  executive offices (or such other office
or agency of the Company as it may designate by notice to the Holder),  and upon
(i) payment to the Company in cash,  by certified  or official  bank check or by
wire  transfer  to the  account  of the  Company of the  Exercise  Price for the
Warrant Shares specified in the Exercise  Agreement or (ii) if the Holder elects
to effect a Cashless  Exercise (as defined in Section 12(c) below),  delivery to
the Company of a written notice of an election to effect a Cashless Exercise for
the Warrant Shares  specified in the Exercise  Agreement.  The Warrant Shares so
purchased shall be deemed to be issued to the Holder or Holder's  designees,  as
the record owner of such shares, as of the date on which this Warrant shall have
been surrendered, the completed Exercise Agreement shall have been delivered and
payment (or notice of an election to effect a Cashless Exercise) shall have been
made for such shares as set forth above.
 Notwithstanding  anything in the foregoing  which may be to the  contrary,  the
effective date of any exercise shall be the date on which the Exercise Agreement
is delivered to the Company, so long as this Warrant is delivered to the Company
within three (3) business days after such date.

               (b)  Issuance of  Certificates.  Subject to Section  1(c) hereof,
certificates  for the Warrant  Shares so purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered to the
Holder within a reasonable  time, not exceeding  three (3) business days,  after
this  Warrant  shall  have  been  so  exercised  (the  "Delivery  Period").  The
certificates  so delivered shall be in such  denominations  as may be reasonably
requested  by the Holder and shall be  registered  in the name of Holder or such
other name as shall be  designated  by such Holder.  If this Warrant  shall have
been exercised only in part, then, unless this Warrant has expired,  the Company
shall, at its expense, at the time of delivery of such certificates,  deliver to
the Holder a new Warrant representing the number of shares with respect to which
this Warrant shall not then have been exercised.

               (c) Exercise Disputes. In the case of any dispute with respect to
an exercise,  the Company shall  promptly  issue such number of shares of Common
Stock as are not disputed in accordance with Section (b) hereof. If such dispute
involves the  calculation  of the Exercise


<PAGE>

Price,  the Company  shall  submit the  disputed  calculations  to a  nationally
recognized  independent  accounting firm (selected by the Company and reasonably
acceptable to Holder) via facsimile within three (3) business days of receipt of
the Exercise  Agreement.  The accounting firm shall audit the  calculations  and
notify the Company and the  exercising  Holder of the results no later than five
(5)  business  days from the date it receives  the  disputed  calculations.  The
accounting firm's calculation shall be deemed conclusive, absent manifest error.
The Company shall then issue the appropriate number of shares of Common Stock in
accordance with Section 1(b) hereof.

               (d) Fractional  Shares.  No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount  equal to the same  fraction  of the  Exercise  Price of a share of
Common  Stock (as  determined  for exercise of this Warrant into whole shares of
Common Stock);  provided that in the event that sufficient funds are not legally
available  for the  payment of such cash  adjustment  any  fractional  shares of
Common Stock shall be rounded up to the next whole number.

         2. Period of Exercise. This Warrant is exercisable at any time and from
time to time on or after the date hereof and before 5:00 P.M.,  Central Standard
Time on the fourth (4th) anniversary of the date hereof (the "Exercise Period").

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

               (a)  Shares to be Fully  Paid.  All  Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid and non-assessable and free from all taxes, liens, claims and encumbrances,
except  those  placed  thereon by the Holder or any person  claiming  rights by,
through or under the Holder.

               (b) Reservation of Shares. On the Closing Date (as defined in the
Securities  Purchase  Agreement) and thereafter,  the Company shall at all times
have  authorized  and reserved for the purpose of issuance upon exercise of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

               (c) Listing. The Company shall promptly secure the listing of the
shares of Common Stock  issuable  upon  exercise of this Warrant upon the Nasdaq
National Market ("Nasdaq") and use its best efforts to secure the listing of its
securities on the Nasdaq National Market or the New York Stock Exchange and upon
each such national  securities  exchange or automated  quotation system, if any,
upon which  shares of Common  Stock are then  listed or become  listed and shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing  of all  shares of Common  Stock  from  time to time  issuable  upon the
exercise  of  this  Warrant;  and the  Company  shall  so list on each  national
securities exchange or automated quotation system, as the case may be, and shall
maintain  such  listing  of any other  shares of  capital  stock of the  Company
issuable  upon the  exercise  of this  Warrant so long as any shares of the same
class  shall  be  listed  on such  national  securities  exchange  or  automated
quotation

<PAGE>

system.

               (d)  Certain  Actions  Prohibited.   The  Company  will  not,  by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such actions as may  reasonably  be requested by the Holder
of this Warrant in order to protect the exercise privilege of the Holder of this
Warrant, consistent with the tenor and purpose of this Warrant. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
reasonably  necessary or  appropriate in order that the Company may at all times
validly and legally issue fully paid and non- assessable  shares of Common Stock
upon the exercise of this Warrant.

        4. Antidilution Provisions. Subject to Section 8(f), during the Exercise
Period,  the Exercise Price and the number of Warrant  Shares  issuable shall be
subject to  adjustment  from time to time as provided in this  Section 4. In the
event that any adjustment of the Exercise Price as required  herein results in a
fraction  of a cent,  such  Exercise  Price  shall be  rounded up or down to the
nearest cent.

               (a) Adjustments of Exercise Price.

                             (i) Except as otherwise  provided in Section  4(a),
4(c) or 4(e) hereof, if and whenever after the initial issuance of this Warrant,
the Company issues or sells, or in accordance with Section 4(b) hereof is deemed
to have issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the then current Exercise Price on the date of
issuance, then effective immediately upon such issuance, the Exercise Price will
be adjusted to be equal to the consideration per share received, or deemed to be
received pursuant to this Section 4, in such issuance.

                             (ii)  Except  as  otherwise   provided  in  Section
4(a)(i), 4(c) or 4(e) hereof, if and whenever after the initial issuance of this
Warrant,  the Company issues or sells, or in accordance with Section 4(b) hereof
is  deemed  to  have  issued  or  sold,  any  shares  of  Common  Stock  for  no
consideration or for a consideration per share less than the then current Market
Price (as defined in Section 4(k)(ii)) (a "Dilutive  Issuance"),  then effective
immediately upon the Dilutive  Issuance,  the Exercise Price will be adjusted in
accordance with the following formula:

               E' = (E) (O + P/M) / (CSDO)


               where:

               E'     =      the adjusted Exercise Price
               E      =      the then current Exercise Price;


<PAGE>

               M      =      the then current Market Price;
               O      =      the  number of shares of Common  Stock  outstanding
                             immediately prior to the Dilutive Issuance;
               P      =      the  aggregate  consideration,  calculated  as  set
                             forth  in  Section  4(b)  hereof,  received  by the
                             Company upon such Dilutive Issuance; and
               CSDO   =      the total number of shares of Common Stock Deemed
                             Outstanding (as herein defined)  immediately  after
                             the Dilutive Issuance.

Notwithstanding anything to the contrary in this Section 4(a)(ii), no adjustment
shall be made under this  Section  4(a)(ii) to the  Exercise  Price if shares of
Common Stock are issued or sold or, in accordance with Section 4(b) hereof,  are
deemed to be issued or sold by the  Company,  for a  consideration  per share in
excess of 125% of the then effective Exercise Price.

               (b) Effect on Exercise Price of Certain  Events.  For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                             (i)  Issuance of Rights or Options.  If the Company
in any manner issues or grants any warrants,  rights or options,  whether or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  exercisable,  convertible  into or  exchangeable  for  Common  Stock
("Convertible  Securities"),  but not to include  the grant or  exercise  of any
stock or options which may hereafter be granted or exercised  under any employee
or Director benefit plan of the Company now existing or to be implemented in the
future  (so long as the  issuance  of such stock or  options  is  approved  by a
committee of independent  directors of the Company) (such  warrants,  rights and
options to purchase  Common  Stock or  Convertible  Securities  are  hereinafter
referred to as  "Options"),  and the price per share for which  Common  Stock is
issuable  upon the  exercise  of such  Options  is less than the  greater of the
Exercise  Price  or the  Market  Price on the date of  issuance  ("Below  Market
Options"), then the maximum total number of shares of Common Stock issuable upon
the  exercise  of  all  such  Below  Market  Options  (assuming  full  exercise,
conversion or exchange of Convertible Securities, if applicable) will, as of the
date of the  issuance  or grant of such Below  Market  Options,  be deemed to be
outstanding  and to have been  issued and sold by the Company for such price per
share.  For purposes of the  preceding  sentence,  the price per share for which
Common  Stock is  issuable  upon the  exercise of such Below  Market  Options is
determined by dividing (i) the total amount,  if any,  received or receivable by
the Company as  consideration  for the issuance or granting of such Below Market
Options, plus the minimum aggregate amount of additional consideration,  if any,
payable to the Company upon the exercise of all such Below Market Options, plus,
in the case of Convertible  Securities  issuable upon the exercise of such Below
Market Options, the minimum aggregate amount of additional consideration payable
upon the exercise,  conversion or exchange  thereof at the time such Convertible
Securities first become  exercisable,  convertible or exchangeable,  by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Below Market Options  (assuming full conversion of Convertible  Securities,
if  applicable).  No further  adjustment to the Exercise Price will be made upon
the actual  issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise,  conversion or exchange of Convertible  Securities
issuable upon exercise of such Below Market Options.


<PAGE>

                             (ii) Issuance of Convertible Securities.

                                  (A) If the  Company  in any  manner  issues or
sells any Convertible Securities,  whether or not immediately convertible (other
than where the same are issuable upon the exercise of Options) and the price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange (as determined  pursuant to Section  4(b)(ii)(B) if applicable) is less
than the greater of the Market Price or the Exercise Price then in effect on the
date of  issuance,  then the  maximum  total  number of  shares of Common  Stock
issuable  upon the  exercise,  conversion  or exchange  of all such  Convertible
Securities will, as of the date of the issuance of such Convertible  Securities,
be deemed to be outstanding  and to have been issued and sold by the Company for
such price per share. For the purposes of the preceding sentence,  the price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange is  determined by dividing (i) the total  amount,  if any,  received or
receivable by the Company as consideration  for the issuance or sale of all such
Convertible  Securities,   plus  the  minimum  aggregate  amount  of  additional
consideration,  if any, payable to the Company upon the exercise,  conversion or
exchange  thereof  at  the  time  such   Convertible   Securities  first  become
exercisable,  convertible or  exchangeable,  by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual issuances of such Common Stock upon exercise, conversion or
exchange of such Convertible Securities.

                                  (B) If the  Company  in any  manner  issues or
sells any Convertible Securities with a fluctuating conversion or exercise price
or exchange ratio (a "Variable Rate Convertible  Security"),  then the price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange for purposes of the  calculation  contemplated  by Section  4(b)(ii)(A)
shall be deemed to be the  lowest  price per  share  which  would be  applicable
assuming  that (1) all holding  period and other  conditions  to any discount or
adjustment to the price of exercise, conversion or exchange (including,  without
limitation,  resets) contained in such Convertible Security have been satisfied,
and (2) the Market  Price on the date of issuance of such  Convertible  Security
was eighty five  percent  (85%) of the Market  Price on such date (the  "Assumed
Variable Market Price").

                             (iii)  Change in Option Price or  Conversion  Rate.
Except for the grant or exercise of any stock or options  which may hereafter be
granted or exercised under any employee or Director  benefit plan of the Company
now existing or to be implemented in the future, so long as the issuance of such
stock or options is approved  by a committee  of  independent  directors  of the
Company,  if there  is a change  at any  time in (i) the  amount  of  additional
consideration  payable to the Company upon the exercise of any Options; (ii) the
amount of  additional  consideration,  if any,  payable to the Company  upon the
exercise,  conversion or exchange or any


<PAGE>

Convertible  Securities;  or (iii) the rate at which any Convertible  Securities
are convertible  into or  exchangeable  for Common Stock (other than under or by
reason of provisions  designed to protect against dilution),  the Exercise Price
in effect at the time of such change will be  readjusted  to the Exercise  Price
which  would have been in effect at such time had such  Options  or  Convertible
Securities still outstanding provided for such changed additional  consideration
or changed  conversion rate, as the case may be, at the time initially  granted,
issued or sold.

                             (iv) Treatment of Expired  Options and  Unexercised
Convertible  Securities.  If, in any case,  the total number of shares of Common
Stock  issuable  upon  exercise of any Options or upon  exercise,  conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise  such  option or to  exercise,  convert or  exchange  such  Convertible
Securities  shall have expired or terminated,  the Exercise Price then in effect
will be readjusted to the Exercise  Price which would have been in effect at the
time  of  such  expiration  or  termination  had  such  Options  or  Convertible
Securities,  to the extent  outstanding  immediately prior to such expiration or
termination  (other  than in respect  of the  actual  number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                             (v) Calculation of Consideration  Received.  If any
Common Stock, Options or Convertible  Securities are issued, granted or sold for
cash, the  consideration  received therefor for purposes of this Warrant will be
the amount  received by the Company  therefor,  before  deduction of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the  consideration  other than cash  received  by the  Company  will be the fair
market value of such consideration  except where such consideration  consists of
freely-tradeable  securities, in which case the amount of consideration received
by the Company  will be the Market Price  thereof as of the date of receipt.  In
case  any  Common  Stock,  Options  or  Convertible  Securities  are  issued  in
connection  with any  merger  or  consolidation  in  which  the  Company  is the
surviving corporation, the amount of consideration therefor will be deemed to be
the fair  market  value of such  portion of the net assets and  business  of the
non-surviving  corporation as is attributable  to such Common Stock,  Options or
Convertible  Securities,  as the  case  may be.  The  fair  market  value of any
consideration other than cash or securities will be determined in the good faith
reasonable business judgment of the Board of Directors.

                             (vi) Exceptions to Adjustment of Exercise Price. No
adjustment to the Exercise Price will be made (a) upon the issuance of shares as
consideration  in connection  with an acquisition by the Company of any business
or assets,  regarding  which the Company has obtained a fairness  opinion from a
nationally  recognized investment banking firm or regarding which an appropriate
officer  of the  Company  has  certified  to the  Purchaser  that  the  board of
directors of the Company has determined in its reasonable business judgment that
the  Company  has  received  in such  transaction  the fair value for the shares
issued therefor;  (b)


<PAGE>

upon the  issuance  of shares as  consideration  for  services  provided  to the
Company,  (I) the issuances of which have been committed by the Company prior to
the Closing  Date and have been  disclosed  to the  Purchaser  in the  schedules
delivered pursuant to the Securities Purchase  Agreement,  or (II) the issuances
of which are committed by the Company after the Closing Date, provided, however,
that services provided pursuant to this clause (II) shall not exceed $200,000 in
value so long as any shares of  Preferred  Stock are  outstanding  and  services
provided  under this clause (b) in the  aggregate  shall not exceed  $500,000 in
value so long as any shares of  Preferred  Stock are  outstanding;  (c) upon the
exercise,   conversion  or  exchange  of  Convertible   Securities   issued  and
outstanding on the date hereof in accordance with the terms of such  securities;
(d) upon issuances of Common Stock or option pursuant to any stock option, stock
purchase or restricted stock plan of the Company covering employees, consultants
and/or   non-employee   directors  (and  any  amendment  thereof  or  any  award
thereunder, provided any such amendment does not reduce any exercise price to an
amount  below $5.00 per share),  so long as the issuance of such stock or option
(other than to non-employee directors) is approved by a committee of independent
directors  of the Company,  (e) upon the  issuance of the Warrant  Shares or the
issuance of Conversion Shares (as defined in the Securities  Purchase Agreement)
in accordance  with the Certificate of Designation (as defined in the Securities
Purchase Agreement); (f) upon the exercise of this Warrant and Conversion of the
Preferred  Stock;  (g) upon  issuance  of Common  Stock  pursuant  to  strategic
investments from industry participants,  the primary purpose of each of which is
not to raise  equity  capital;  (h) upon  issuance of Common  Stock to Ladenburg
Thalmann  pursuant to a warrant to be issued in  connection  with the closing of
the transaction  contemplated by the Securities  Purchase  Agreement or upon the
issuance  of  such  warrant;  (i) in a  fully  distributed  underwritten  public
offering or (j) upon  issuance of Common  Stock under the terms of the April 11,
2000 acquisition by the Company of Giza Group.

               (c)  Subdivision or Combination of Common Stock.  If the Company,
at any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend,  recapitalization,  reorganization,  reclassification  or
otherwise)  its shares of Common  Stock into a greater  number of shares,  then,
after the date of record for effecting such  subdivision,  the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced. If
the Company,  at any time after the initial  issuance of this Warrant,  combines
(by reverse stock split, recapitalization,  reorganization,  reclassification or
otherwise)  its shares of Common  Stock into a smaller  number of shares,  then,
after the date of record for effecting such  combination,  the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

               (d) Adjustment in Number of Shares.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

               (e)  Major  Transactions.  (i)  If the  Company  shall  with  the
approval  of its  Board  of  Directors  consolidate  or  merge  with  any  other
corporation or entity (other than a consolidation or merger in which the Company
is the surviving or continuing  entity and either its capital stock is unchanged
and  unissued  in such  transaction  or such  capital  stock  is  issued,  which
issuance,  in the  aggregate  with all other such  issuances  during the 180-day
period ending on the date on which such transaction is publicly disclosed,  does
not exceed twenty percent (20%) of the Common  Stock),  or there shall occur any
share exchange  pursuant to which all of the outstanding  shares of Common Stock
are converted into other securities or property, or there shall occur any

<PAGE>

other such reclassification or change of the outstanding shares of Common Stock,
or the Company  shall sell all or  substantially  all of its assets (each of the
foregoing being a "Major Transaction"),  then the holder of this Warrant may, at
its option  exercised by written  notice to the Company given not more than five
(5) days prior to the consummation of such transaction,  either (a) in the event
that the Common Stock remains outstanding or holders of Common Stock receive any
common stock or substantially  similar equity interest, in each of the foregoing
cases  which is publicly  traded,  retain this  Warrant and this  Warrant  shall
continue to apply to such Common Stock or shall apply, as nearly as practicable,
to such  other  common  stock or  equity  interest,  as the case may be,  or (b)
regardless  of whether  (a)  applies,  receive,  in  exchange  for this  Warrant
(without payment of any exercise price  hereunder),  a number of shares of stock
or  securities  or property  (including  cash) of the Company,  or of the entity
resulting from such Major Transaction, to which a holder of the number of shares
of Common Stock  delivered  upon the  exercise of this Warrant  (pursuant to the
cashless  exercise  feature  hereof)  would have been  entitled  upon such Major
Transaction  had such holder so exercised  this Warrant  (without  regard to any
limitations  on  exercise  herein or  elsewhere  contained,  other  than the Cap
Amount) on the trading date  immediately  preceding the  effective  date of such
Major  Transaction and had such Common Stock been issued and outstanding and had
such Holder  been the holder of record of such  Common  Stock at the time of the
consummation of such Major Transaction (the "Major Transaction  Consideration"),
and the Company shall make lawful  provision for the foregoing as a part of such
Major Transaction and shall cause the issuer of any security in such transaction
which constitutes  Registrable Securities under that certain Registration Rights
Agreement  dated  August 2, 2000 by and among the  Company  and the  signatories
thereto (the  "Registration  Rights  Agreement")  to assume all of the Company's
obligations under the Registration Rights Agreement.

        (ii) In the event that the Company shall publicly propose to consolidate
or merge with any other  corporation  in a transaction  in which common stock of
the surviving  corporation or the parent thereof (the "Exchange  Securities") is
issued to the holders of Common  Stock in such  transaction  in exchange for all
such Common Stock,  and (a) the Exchange  Securities are publicly  traded on the
NASDAQ  National Market or the New York Stock Exchange on the date such proposed
transaction is publicly disclosed and remain so traded following consummation of
such  transaction,  (b)  the  average  daily  trading  volume  of  the  Exchange
Securities  during the 45 trading day period beginning on the date on which such
transaction is publicly  disclosed is equal to or greater than the average daily
trading  volume of the Common Stock  during the 45 trading day period  ending on
the date on which such transaction is publicly disclosed,  (c) the historical 45
trading day volatility of the Exchange Securities during the period beginning on
the date on which such transaction is publicly  disclosed is equal to or greater
than the 45 trading day volatility of the Common Stock during the 45 trading day
period ending on the date on which such  transaction  is publicly  disclosed and
(d) the market capitalization of the issuer of the Exchange Securities, based on
the last sale price of the Exchange  Securities  on the date which is 45 trading
days after the date on which such transaction is publicly disclosed, is equal to
or greater than the market capitalization of the Company on the date immediately
before the date on which such  transaction is publicly  disclosed (in each case,
with respect to the foregoing  clauses (a) through (d), as reported by Bloomberg
or a comparable reporting service of national

<PAGE>

reputation selected by the Company and reasonably acceptable to Majority Holders
(as  defined  in the  Certificate  of  Designation)  if  Bloomberg  is not  then
reporting  closing sale prices of such security),  then the provisions of clause
(b) of paragraph (i) above shall not apply.

        (iii) In the  event  that the  Company  shall,  in a Major  Transaction,
consolidate  or merge with any other  corporation  in a transaction in which the
Company is the  survivor  and less than 40% of the Common  Stock of the  Company
will have been issued,  in the aggregate,  in all the transactions  described in
paragraph  (i) above during the 180-day  period ending on the date on which such
transaction is publicly disclosed, the provisions of clause (b) of paragraph (i)
above shall not apply to the extent  that each of the  following  conditions  is
satisfied:  (a) the Common Stock remains  publicly traded on the NASDAQ National
Market,  (b) the average daily trading  volume of the Common Stock during the 45
trading day period  beginning on the date on which such  transaction is publicly
disclosed is equal to or greater than the average  daily  trading  volume of the
Common Stock  during the 45 trading day period  ending on the date on which such
transaction is publicly disclosed,  (c) the historical 45 trading day volatility
of the Company's  Common Stock during the period  beginning on the date on which
such  transaction  is  publicly  disclosed  is equal to or  greater  than the 45
trading  day  volatility  of the Common  Stock  during the 45 trading day period
ending on the date on which such transaction is publicly disclosed,  and (d) the
market capitalization of the Company, based on the last sale price of the Common
Stock on the  date  which  is 45  trading  days  after  the  date on which  such
transaction  is  publicly  disclosed  is equal  to or  greater  than the  market
capitalization  of the Company on the date immediately  before the date on which
such  transaction  is  publicly  disclosed  (in each case,  with  respect to the
foregoing clauses (a) through (d), as reported by Bloomberg).

        (iv) No  sooner  than ten (10)  business  days nor  later  than five (5)
business days prior to the consummation of a Major Transaction, but not prior to
the public  announcement  of such Major  Transaction,  the Company shall deliver
written  notice  ("Notice  of Major  Transaction")  to each holder of a Warrant,
which Notice of Major Transaction shall be deemed to have been delivered one (1)
business day after the Company's sending such notice by telecopy  (provided that
the Company sends a confirming  copy of such notice on the same day by overnight
courier) of such Notice of Major  Transaction.  Such Notice of Major Transaction
shall indicate the amount and type of the Major Transaction  Consideration which
such  holder  of a  Warrant  would  receive  under  this  Section.  If the Major
Transaction Consideration is cash and does not consist entirely of United States
currency,  such holder may elect to receive United States  currency in an amount
equal to the value of the Major  Transaction  Consideration in lieu of the Major
Transaction  Consideration by delivering  notice of such election to the Company
within  five  (5)  days  of  such  holder's  receipt  of  the  Notice  of  Major
Transaction.

               (f) Distribution of Assets.  In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial liquidating  dividend,  by way of return of capital
or  otherwise   (including  any  dividend  or   distribution  to  the  Company's
shareholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "Distribution"), at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any

<PAGE>

or all of the shares of Common Stock  subject  hereto,  to receive the amount of
such  assets (or rights)  which  would have been  payable to the Holder had such
Holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution,  provided that such
exercise   shall  have   occurred  on  or  before  the  payment  date  for  such
Distribution.

               (g)    Intentionally omitted.

               (h) Minimum  Adjustment of Exercise  Price.  No adjustment of the
Exercise  Price shall be made in an amount of less than one percent  (1%) of the
Exercise Price in effect at the time such adjustment is otherwise required to be
made, but any such lesser  adjustment shall be carried forward and shall be made
at the time and together with the next  subsequent  adjustment  which,  together
with any  adjustments  so  carried  forward,  shall  amount to not less than one
percent (1%) of such Exercise Price.

               (i)    [Intentionally Omitted]

               (j)    Other Notices.  In case at any time:

                      (i) the Company shall declare any dividend upon the Common
Stock payable in shares of stock of any class or make any other  distribution to
the holders of the Common Stock;

                      (ii) the Company shall offer for  subscription pro rata to
the holders of the Common Stock any  additional  shares of stock of any class or
other rights;

                      (iii)  there shall be any  capital  reorganization  of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or

                      (iv)   there   shall  be  a   voluntary   or   involuntary
dissolution, liquidation or winding-up of the Company;

then, in each such case,  the Company shall give to the Holder (a) notice of the
date on which the books of the Company  shall  close or a record  shall be taken
for  determining  the  holders of Common  Stock  entitled  to  receive  any such
dividend,  distribution or subscription rights or for determining the holders of
Common  Stock   entitled  to  vote  in  respect  of  any  such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution or subscription  rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification, consolidation, merger, sale, dissolution,

<PAGE>

liquidation  or  winding-up,  as the case may be. Such notice  shall be given at
least  thirty  (30)  days  prior to the  record  date or the  date on which  the
Company's  books are closed in respect  thereto,  but in no event  earlier  than
public announcement of such proposed  transaction or event.  Failure to give any
such  notice  or any  defect  therein  shall  not  affect  the  validity  of the
proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

               (k)    Certain Definitions.

                      (i)  "Common  Stock  Deemed  Outstanding"  shall  mean the
number of shares of Common Stock actually  outstanding  (not including shares of
Common  Stock  held in the  treasury  of the  Company),  plus (x) in case of any
adjustment  required by Section 4(a) resulting from the issuance of any Options,
the maximum total number of shares of Common Stock issuable upon the exercise of
the Options for which the  adjustment  is required  (including  any Common Stock
issuable  upon  the  conversion  of  Convertible  Securities  issuable  upon the
exercise of such  Options),  and (y) in the case of any  adjustment  required by
Section 4(a)  resulting  from the issuance of any  Convertible  Securities,  the
maximum  total  number of shares of Common  Stock  issuable  upon the  exercise,
conversion or exchange of the Convertible Securities for which the adjustment is
required, as of the date of issuance of such Convertible Securities, if any.

                      (ii) "Market Price," as of any date, (i) means the average
of the Closing  Bid Prices for the shares of Common  Stock as reported to Nasdaq
for the ten (10) trading days  immediately  preceding,  but not including,  such
date;  provided,  however,  that in no event,  shall the Market Price be greater
than the Closing Bid Price on the day  immediately  preceding the  determination
date,  or (ii) if Nasdaq is not the  principal  trading  market  for the  Common
Stock,  the average of the last  reported  bid prices on the  principal  trading
market for the Common Stock during the same period, or, if there is no bid price
for such period,  the last  reported  sales price for such  period,  or (iii) if
market value cannot be calculated as of such date on any of the foregoing bases,
the Market Price shall be the fair market value as  reasonably  determined by an
investment banking firm selected by the Company and reasonably acceptable to the
Holders  of a  majority  in  interest  of the  Warrant,  with  the  costs of the
appraisal to be borne by the Company. The manner of determining the Market Price
of the  Common  Stock set forth in the  foregoing  definition  shall  apply with
respect to any other security in respect of which a  determination  as to market
value must be made hereunder.

                      (iii)  "Common  Stock," for  purposes  of this  Section 4,
includes  the  Common  Stock and any  additional  class of stock of the  Company
having no preference as to dividends or distributions  on liquidation,  provided
that the shares  purchasable  pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable,  or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(e) hereof,  the stock or other securities or
property provided for in such Section.

               (l) Key  Officer or  Director  Transfers.  If any Key Officer (as
defined  below)


<PAGE>

or Insider Directors (as defined below) (or, in each case, any member of his/her
family or any trust or other  entity for the benefit of him/her or of any member
of his/her  family,  or any of his  affiliates  under federal  securities  law),
during the period  beginning  on the date of the  Closing and ending on the date
that is six (6)  months  after the  Registration  Statement  (as  defined in the
Registration   Rights  Agreement)  required  pursuant  to  Section  2.1  of  the
Registration  Rights Agreement is declared effective  (provided that such period
shall be extended to the extent of any  Registration  Suspension  (as defined in
the Registration  Rights  Agreement)) (the "Transfer  Period"),  and while a Key
Officer or Insider Director,  directly or indirectly,  offers, sells, transfers,
assigns,  pledges or otherwise  disposes of any shares of Common  Stock,  or any
securities   directly  or  indirectly   convertible   into  or   exercisable  or
exchangeable  for, or warrants,  options or rights to purchase or acquire shares
of Common Stock (all such  securities,  "Options") or enters into any agreement,
contract,  arrangement or  understanding  with respect to any such offer,  sale,
transfer,  assignment  or other  disposition  of any Common  Stock or Options or
provides  or files any  public  notice,  including  pursuant  to Rule 144 of the
Securities Act, of a bona fide intent to dispose of a specified amount of Common
Stock or Options (an  "Executive  Transfer"),  then the Exercise  Price for each
such Executive  Transfer shall be adjusted to be reduced by twenty (20%) percent
of that Exercise Price calculated  pursuant to this Warrant;  provided,  however
that a Key Officer or Insider Director (and all such entities for the benefit of
any member of his/her family, and all such affiliates,  collectively) may in the
aggregate  sell during the portion of the  Transfer  Period  which is  following
effectiveness of such Registration  Statement up to ten percent (10%) of his/her
total  holdings  of Common  Stock on a fully  diluted  basis as of July 31, 2000
without   triggering  any  adjustments   pursuant  to  this  section  4(l).  Any
inadvertent Executive Transfer in excess of such 10% limit shall not trigger the
adjustments  described  in this  Section  4(l) if such  Transfer  is reversed or
offset by a purchase promptly after the discovery thereof.  For purposes of this
Section,  a Key Officer shall mean individuals  listed on Schedule 8.2(a) of the
Securities  Purchase Agreement and any individual who assumes or performs any of
the duties of any Key Officer and the Insider  Directors shall mean  individuals
listed in Schedule 8.2(b) of the Securities Purchase Agreement.  For purposes of
clarification,  and without  implication  that the contrary  would  otherwise be
true, each such Executive  Transfer during the Transfer Period shall result in a
reduction of the Exercise Price by twenty percent (20%) and such reductions,  in
addition  to any  other  adjustments  to the  Exercise  Price  pursuant  to this
Warrant,  shall be cumulative.  For example, if a Key Officer makes an Executive
Transfer when the Exercise Price is $10.00,  the Exercise Price would be reduced
to $8.00. If the Common Stock  subsequently  undergoes a two-for- one split, the
Exercise Price would be reduced to $4.00. If,  subsequent to the split, the same
or another Key Officer makes an Executive Transfer,  the Exercise Price would be
further  reduced to $3.20.  Notwithstanding  the  foregoing,  any Key Officer or
Insider  Director  shall be entitled  to make  Permitted  Transfers  (as defined
below) without  limitation  and any Permitted  Transfer shall not be included in
any computation of the 10% limitation set forth in the preceding paragraph.  The
term "Permitted Transfer" shall mean (i) any assignment,  gift or other transfer
to any child,  spouse,  or other  family  member or trust for the benefit of any
family member,  provided that further  transfers by any such  transferees  shall
continue  to be  subject  to this  Section  4 or (ii) any bona  fide gift to any
charitable organization.

        5.     Intentionally omitted.

<PAGE>

        6. Issue Tax. The issuance of  certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the Holder of such
shares for any issuance tax or other costs in respect thereof, provided that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer  involved in the issuance and delivery of any certificate in a name
other than the Holder.

        7. No Rights or  Liabilities  as a  Shareholder.  This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company.  No provision of this Warrant,  in the absence of affirmative action by
the Holder to purchase  Warrant Shares,  and no mere  enumeration  herein of the
rights or  privileges  of the Holder,  shall give rise to any  liability  of the
Holder for the Exercise Price or as a shareholder  of the Company,  whether such
liability is asserted by the Company or by creditors of the Company.

        8.     Transfer, Exchange, Redemption and Replacement of Warrant.

               (a) Restriction on Transfer. No Holder may assign this Warrant or
any  portion   thereof  without  the  prior  written  consent  of  the  Company.
Notwithstanding the foregoing,  a Holder may transfer a proportionate  amount of
this Warrant  without the consent of the Company to any person to whom Preferred
Stock is assigned in accordance with the terms of the Certificate of Designation
so long  as  such  transferee  is an  accredited  investor  and  such  permitted
transferee shall be subject to the provisions of this Warrant and the Securities
Purchase  Agreement,  including,  without  limitation,  this  Section  8(a).  In
addition,  this Warrant may be pledged,  and all rights of the Holder under this
Warrant may be assigned,  without further consent of the Company, to a bona fide
pledgee,  subject to the provisions of this Warrant and the Securities  Purchase
Agreement, including, without limitation, this Section 8(a).

        Subject to the preceding paragraph,  this Warrant and the rights granted
to the Holder are  transferable,  in whole or in part,  upon  surrender  of this
Warrant, together with a properly executed assignment in the form of the Form of
Assignment  attached hereto as Exhibit 2, at the office or agency of the Company
referred  to in Section  8(e) below,  provided,  however,  that any  transfer or
assignment  shall be subject  to the  provisions  of Section  5.1 and 5.2 of the
Securities  Purchase  Agreement.  Until  due  presentment  for  registration  of
transfer  on the books of the  Company,  the  Company  may treat the  registered
holder hereof as the owner and holder  hereof for all purposes,  and the Company
shall not be affected by any notice to the contrary. Notwithstanding anything to
the contrary  contained herein,  the registration  rights described in Section 9
hereof are assignable only in accordance with the provisions of the Registration
Rights Agreement.

               (b)  Warrant  Exchangeable  for  Different  Denominations.   This
Warrant is  exchangeable,  upon the surrender hereof by the Holder at the office
or agency of the Company referred to in Section 8(e) below, for new Warrants, in
the form hereof,  of different  denominations  representing in the aggregate the
right to purchase  the number of shares of Common  Stock which may be  purchased
hereunder, each of such new Warrants to represent the

<PAGE>

right to purchase  such number of shares as shall be designated by the Holder of
at the time of such surrender, up to the number so designated.

               (c) Replacement of Warrant.  Upon receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant  or, in the case of any such loss,  theft,  or  destruction,  upon
delivery,  of an indemnity agreement reasonably  satisfactory in form and amount
to the  Company,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver,  in  lieu  thereof,  a  new  Warrant,  in  the  form  hereof,  in  such
denominations as Holder may reasonably request.

               (d) Cancellation; Payment of Expenses. Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 8, this  Warrant  shall be promptly  canceled by the  Company.  The
Company shall pay all issuance taxes (other than securities  transfer taxes) and
charges payable in connection with the preparation,  execution,  and delivery of
Warrants pursuant to this Section 8.

               (e)  Warrant  Register.   The  Company  shall  maintain,  at  its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder),  a register for this  Warrant,  in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

               (f) No Five  Percent  Holders.  Notwithstanding  anything  to the
contrary contained herein, the Warrant shall not be exercisable by the Holder to
the extent (but only to the extent) that, if exercisable by Holder, Holder would
beneficially own in excess of 4.9% (the  "Applicable  Percentage") of the shares
of Common Stock.  For the purposes of this paragraph,  beneficial  ownership and
all determinations and calculations,  including without limitation, with respect
to calculations of percentage ownership,  shall be determined in accordance with
Section 13(d) of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  as
amended, and Regulation 13D and G thereunder. For clarification, it is expressly
a term of this Warrant  that the  limitations  contained  in this Section  shall
apply to each successor Holder. The holders of Common Stock of the Company shall
be third-party  beneficiaries of this Section 8(f) and the Company may not waive
this  Section  8(f)  without  the consent of holders of a majority of its Common
Stock.

        (g)    Redemption of Warrant.

        Provided (a) the Company has timely  honored all  previous  exercises of
Warrants,  except to the extent Holder has not been damaged by such a failure or
if damaged, has been fully compensated therefor, (b) resale of all of the Common
Stock  issuable  upon the  exercise of this  Warrant is covered by an  effective
Registration  Statement,  (c) all such Common Stock can be sold pursuant thereto
at all times  during the period from the date which is twenty (20)  trading days
prior to the delivery of the Warrant  Redemption  Notice until the date on which
such Redemption  becomes effective (the "Redemption  Effective  Time"),  (d) all
other Liquidity

<PAGE>

Conditions  (as defined in Article III of the  Certificate of  Designation)  are
then satisfied and have been satisfied for the twenty (20) immediately preceding
business  days, (e) the Company has not failed to remove a legend at the request
of a Purchaser  if the  Company is  required  to do so under  Section 5.1 of the
Securities Purchase Agreement,  except to the extent Holder has not been damaged
by such a failure or if damaged,  has been fully compensated  therefor,  (f) the
Company is not then in violation of any of its  material  obligations  under the
Securities Purchase Agreement, the Registration Rights Agreements,  or the terms
of the Preferred Stock (which  violations  remain uncured),  and (g) the Closing
Bid  Price  of the  Common  Stock  for the ten  (10)  consecutive  trading  days
preceding  the  delivery of the Warrant  Redemption  Notice is greater  than two
hundred percent (200%) of the then-effective Exercise Price, the Company may, by
notice delivered to the Holders (the "Warrant  Redemption  Notice"),  cause each
Warrant  outstanding  on the date which is ten (10) days after  delivery of such
Warrant  Redemption  Notice  to be  automatically  redeemed  on such  date for a
redemption  price  equal to the  product  of $.01  times the number of shares of
Common  Stock  into which such  Warrant  is then  exercisable,  except as to any
Holder who elects  otherwise in the event that a  Bankruptcy  Event has occurred
and is continuing.

        9. Registration  Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement.

        10.  Notices.  Any notice herein required or permitted to be given shall
be in  writing  and may be  personally  served or  delivered  by  courier  or by
confirmed  telecopy,  and  shall  be  deemed  delivered  at the time and date of
receipt  (which  shall  include  telephone  line  facsimile  transmission).  The
addresses for such communications shall be:

               If to the Company:

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


                      with a copy to:

                      KRAMER LEVIN NAFTALIS & FRANKEL LLP
                      919 Third Avenue
                      New York, NY 10022
                      Telecopy: (212)715-8000
                      Attention: Peter S. Kolevzon, Esq.


<PAGE>

and if to the Holder,  at such address as Holder shall have  provided in writing
to the Company,  or at such other address as each such party furnishes by notice
given in accordance with this Section 10.

        11. Governing Law;  Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made and to be  performed  in the  State  of New  York.  The  Company
irrevocably  consents to the  jurisdiction  of the United States  federal courts
located in the State of New York in any suit or  proceeding  based on or arising
under this  Warrant  and  irrevocably  agrees that all claims in respect of such
suit or proceeding  may be determined  in such courts.  The Company  irrevocably
waives the defense of an  inconvenient  forum to the maintenance of such suit or
proceeding.  The Company agrees that a final nonappealable  judgment in any such
suit  or  proceeding   shall  be  conclusive   and  may  be  enforced  in  other
jurisdictions by suit on such judgment or in any other lawful manner.

        12.    Miscellaneous.

               (a) Amendments. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the Holder.

               (b) Descriptive Headings. The descriptive headings of the several
Sections of this Warrant are inserted for purposes of reference  only, and shall
not affect the meaning or construction of any of the provisions hereof.

               (c) Cashless Exercise.  Notwithstanding  anything to the contrary
contained in this  Warrant,  this Warrant may be exercised by  presentation  and
surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  Holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash, the Holder shall surrender this Warrant for the number of shares of Common
Stock  determined by multiplying  the number of Warrant Shares to which it would
otherwise  be  entitled  by a  fraction,  the  numerator  of which  shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise Price,  and the denominator of which shall be such then current
Market Price per share of Common Stock. Notwithstanding anything in this Section
12(c) or elsewhere in this Warrant to the contrary,  no Cashless Exercise may be
made at any  time at which a  registration  statement  covering  the sale by the
Holder of all Warrant  Shares to be received upon  exercise  hereof is effective
and available for use by such Holder for such sale.


                                      * * *

<PAGE>

        IN WITNESS WHEREOF,  the Company has caused this Warrant to be signed by
its duly authorized officer.



                                         THCG, Inc.

                                         By:
                                         Name:
                                         Title:


<PAGE>

EXHIBIT 1 TO STOCK PURCHASE WARRANT

                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

        The  undersigned  hereby  irrevocably  exercises  the right to  purchase
____________ of the shares of common stock of THCG, Inc., a Delaware corporation
(the "Company"),  evidenced by the attached Warrant, and [herewith makes payment
of the  Exercise  Price with  respect to such shares in full/ elects to effect a
Cashless  Exercise  pursuant to the terms of the Warrant,  pursuant to which the
undersigned  is  surrendering  the right to  purchase  __________  shares for an
Exercise Price of $__________,  with the current Market Price being $_________],
all in accordance with the conditions and provisions of said Warrant.

        (i) The  undersigned  agrees not to offer,  sell,  transfer or otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

        (ii) The undersigned requests that stock certificates for such shares be
issued,  and a Warrant  representing  any unexercised  portion hereof be issued,
pursuant  to the  Warrant in the name of the  Holder  (or such  other  person or
persons indicated below) and delivered to the undersigned (or designee(s) at the
address (or addresses) set forth below:

Date:
                                              Signature of Holder


                                              Name of Holder (Print)

                                              Address:


<PAGE>


EXHIBIT 2 TO THE STOCK PURCHASE WARRANT

                               FORM OF ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all rights of the  undersigned  under the within  Warrant,  with  respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee                    Address                      No. of Shares


and hereby irrevocably  constitutes and appoints  ______________________________
as agent and  attorney-in-fact  to  transfer  said  Warrant  on the books of the
within-named corporation, with full power of substitution in the premises.


Date:____________, _____,

In the presence of


                                   Name:


                                   Signature:
                                   Title of  Signing  Officer or Agent (if any):

                                   Address:



                                    Note:   The above signature should
                                            correspond exactly with the
                                            name on the face of the within
                                            Warrant.


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