Exhibit 10.3


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  is made as of
August 2, 2000, by and among THCG, Inc., a Delaware corporation (the "Company"),
with principal  executive office located at 650 Madison Avenue,  21st Floor, New
York, NY 10022,  and Castle Creek  Technology  Partners LLC, an Illinois limited
liability company (the "Initial Purchaser").

                                    RECITALS

         A. In connection with the Securities  Purchase  Agreement dated of even
date  herewith  by and  between  the  Company  and the  Initial  Purchaser  (the
"Securities  Purchase  Agreement"),  the Company has agreed,  upon the terms and
subject to the conditions  contained  therein,  to issue and sell to the Initial
Purchaser  (i)  an  amount  of the  Company's  Series  A  Preferred  Stock  (the
"Preferred  Stock") which is  convertible  into shares of the  Company's  Common
Stock,  $.01 par value (the "Common  Stock") and (ii) a warrant (the  "Warrant")
entitling  the holder  thereof to purchase  the number of shares  (the  "Warrant
Shares")  of  Common  Stock as set forth  therein.  The  shares of Common  Stock
issuable  upon  conversion of or otherwise  pursuant to the Preferred  Stock are
referred to herein as the "Conversion Shares." The Preferred Stock, the Warrant,
the Conversion Shares and the Warrant Shares are collectively referred to herein
as the "Securities."

         B.  To  induce  the  Initial  Purchaser  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws.

                                   AGREEMENTS

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Purchaser hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

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

                           (a) "Purchasers"  means the Initial Purchaser and any
permitted  transferees  or assignees who agree to become bound by the provisions
of this Agreement in accordance with Article IX hereof.

<PAGE>

                           (b)  "register,"   "registered,"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  Registration
Statement or Statements in compliance  with the  Securities  Act and pursuant to
Rule 415 under the  Securities  Act or any successor rule providing for offering
securities on a continuous  basis ("Rule 415"),  and the declaration or ordering
of effectiveness of such Registration  Statement by the United States Securities
and Exchange Commission (the "SEC").

                           (c)  "Registrable  Securities"  means the  Conversion
Shares  (including any Conversion Shares issuable with respect to payments under
the  terms of the  Preferred  Stock)  issued or  issuable  with  respect  to the
Preferred  Stock,  the Warrant  Shares  issued or issuable  with  respect to the
Warrant  (without  regard to any  limitations on conversion or exercise) and any
shares of capital  stock or other  securities  issued or issuable,  from time to
time (with any adjustments),  on or in exchange for or otherwise with respect to
the Conversion Shares or the Warrant Shares or any other Registrable Securities.

                           (d)  "Registration  Statement"  means a  registration
statement of the Company under the  Securities Act pursuant to the provisions of
this Agreement.

         1.2 Capitalized Terms.  Capitalized terms used herein and not otherwise
defined  herein shall have the  respective  meanings set forth in the Securities
Purchase Agreement.

                                   ARTICLE II
                                  REGISTRATION

         2.1 Mandatory Registration.  The Company shall prepare and file as soon
as practicable  (but in any event on or prior to twenty (20) business days after
the date of the  Closing)  with  the SEC a  Registration  Statement  on Form S-3
covering  the resale of all of the  Registrable  Securities  issuable  upon full
conversion  of the Preferred  Stock and full exercise of the Warrants  purchased
and sold at the Closing,  without  regard to any limitation on any conversion or
exercise,  but  limited  to the Cap Amount (as  defined  in the  Certificate  of
Designation)  with respect to the Preferred Stock.  The  Registration  Statement
(and each amendment or supplement thereto,  and each request for acceleration of
effectiveness  thereof)  shall be  provided to (and  subject to the  approval of
(which  approval  shall not be  unreasonably  withheld or  denied))  the Initial
Purchaser  and its  counsel.  If the  Initial  Purchaser  and its counsel do not
approve such documents within five (5) business days, the Registration  Deadline
(as set forth in Section  2.3) shall be extended for the number of days by which
the time to grant such  approval  exceeds  five (5)  business  days prior to its
filing  or other  submission.  The  Company  shall  also  prepare  and file such
amendments  to  registration   statements  and  such   additional   registration
statements as may from time to time be required by this Agreement.

         2.2      Intentionally omitted.

         2.3      Payments by the Company.

<PAGE>

         (a) The Company  shall use its best  efforts to cause the  Registration
Statement  required  to be filed  pursuant  to  Section  2.1  hereof  to  become
effective  as soon as  practicable,  but in no event  later  than the  ninetieth
(90th) day (120 days if  reviewed in writing by the SEC)  following  the Closing
Date. If such Registration  Statement is not effective by the 90th day following
the Closing Date, the Company shall thereafter  continue to use its best efforts
to cause such Registration  Statement to become  effective.  If the Registration
Statement  covering  the  Registrable  Securities  required  to be  filed by the
Company  pursuant to Section 2.1 hereof is not declared  effective by the SEC on
or  before  the  applicable   Registration   Deadline  (as  defined  herein)  (a
"Registration  Failure"),  or if  after  such  Registration  Statement  has been
declared  effective by the SEC, sales of all the Registrable  Securities covered
thereby cannot be made pursuant to such  Registration  Statement (by reason of a
stop order,  the Company's  failure to update the  registration  statement,  the
failure of any  post-effective  amendment  to the  registration  statement to be
promptly  declared  effective  or any other  reason  outside  the control of the
Purchasers) (a "Registration  Suspension"),  then the Company will make payments
to the  Purchasers  in such  amounts  and at such  times as shall be  determined
pursuant  to  this  Section  2.3,  as  partial  relief  for the  damages  to the
Purchasers  by reason of any such delay in or reduction of their ability to sell
the  Registrable  Securities  (which  remedy shall not be exclusive of any other
remedies available at law or in equity); provided,  however, that if the Company
establishes that it has used its best efforts, as required  hereunder,  acted in
good faith and has not acted or failed to act in a negligent or reckless manner,
then this remedy  shall be exclusive  of other  remedies  available at law or in
equity,  other than the remedies set forth in Section VII. D of the  Certificate
of Designation.  For purposes hereof, the "Registration Deadline" shall mean the
ninetieth  (90th) day  following  the Closing  Date or, if the SEC reviews  such
Registration  Statement,  the one hundred  twentieth  (120th) day  following the
Closing Date.

         (b) In the event of a  Registration  Failure,  the Company shall pay to
the Purchasers an amount equal to (A) the  Multiplier (as defined  herein) times
(B) the  Funded  Amount  (as  defined  below)  times  (C) the  number  of months
(prorated  per day for partial  months)  following the  applicable  Registration
Deadline prior to the date the applicable  Registration Statement filed pursuant
to Section 2.1 or Section 3.2 is declared effective by the SEC. In addition,  in
the event of a Registration Suspension,  the Company shall pay to the Purchasers
an amount equal to (D) the Multiplier  times (E) the Funded Amount times (F) the
number of months  (prorated  per day for  partial  months)  from (x) the date on
which sales of all the  Registrable  Securities  first cannot be made to (y) the
date on which  sales  of all  such  Registrable  Securities  can  again be made;
Amounts  to be paid  pursuant  to this  Section  2.3  shall  be paid pro rata to
Purchasers  based upon the number of Conversion  Shares and Warrant Shares owned
by them  (including,  for these purposes,  Conversion  Shares issuable upon full
conversion of the Preferred Stock and Warrant Shares issuable upon full exercise
of the Warrant by each Purchaser, in each case without regard to any limitations
upon exercise and conversion  contained therein) and shall be paid in cash. Such
payments  shall be made  within  five (5) days after the end of each period that
gives rise to such  obligation,  provided  that, if any such period  extends for
more than thirty (30) days, payments shall be made for each such thirty (30) day
period within five (5) days after the end of such thirty (30) day period.

<PAGE>

         (c) For any given date,  the  "Multiplier"  shall mean,  (i) during the
first thirty days following the  Registration  Deadline  during which there is a
Registration  Failure or a Registration  Suspension,  0.015,  and (ii) after the
thirtieth day of a Registration Failure or Registration  Suspension,  0.02. With
respect to any given  Registration  Statement,  the  "Funded  Amount"  means the
aggregate  purchase price of the Preferred Stock and the Warrant relating to the
Common Stock  registered (or to be registered) on such  Registration  Statement.
Notwithstanding the foregoing, a Registration Suspension effected by the Company
pursuant to a Permitted  Blackout  shall not give rise to an  obligation to make
such payments.  For purposes hereof,  "Permitted Blackout" shall mean the period
of any Registration Suspension which is caused by (a) a good faith determination
by the Company's  Board of Directors that it would (because of the existence of,
or in reasonable anticipation of, any acquisition or corporate reorganization or
other  transaction,  financing  activity,  stock repurchase or other development
involving  the  Company or any  subsidiary,  or the  unavailability  for reasons
substantially beyond the Company's control of any required financial statements,
or any other event or  condition of similar  significance  to the Company or any
subsidiary) be materially  disadvantageous  for the Company to proceed with such
Registration  Statement;  provided,  however, that (i) no more than two (2) such
Permitted Blackouts may be imposed pursuant to this clause (a) during any period
of twelve (12) consecutive  months;  and (ii) the aggregate duration of all such
Permitted Blackouts pursuant to this clause (a) during any period of twelve (12)
consecutive  months shall be no more than thirty (30)  business  days,  or (b) a
determination by a nationally recognized underwriting firm which is the managing
underwriter(s) of an underwritten public offering for the account of the Company
and other  stockholders  that, in such  underwriter(s)'  judgment,  marketing or
other factors  dictate such  Registration  Suspension is necessary to facilitate
public  distribution;  provided,  however,  that (i) no Registration  Suspension
shall be a  Permitted  Blackout  under  this  clause (b) unless on the date such
Registration  Suspension commences,  each of the conditions set forth in clauses
(a) through (g) of Section IV. H (ii) of the  Certificate  of  Designation  with
respect to the Preferred Stock is satisfied; (ii) the duration of such Permitted
Blackouts pursuant to this clause (b) shall be no more than thirty (30) business
days in any 12 month  period;  and  (iii) if the  Company  exercises  any of its
rights  pursuant to any of Section IV. H(ii) of such  Certificate of Designation
or Section  8(g) of the  Warrant,  then no  Registration  Suspension  during the
thirty (30) business day period  beginning on the  Effective  Time of the Forced
Conversion  (as defined in the  Certificate  of  Designation)  or the Redemption
Effective  Time (as  defined  in the  Warrant),  as the case may be,  shall be a
Permitted Blackout pursuant to this clause (b).

         2.4 Piggy-Back  Registrations  . If at any time prior to the expiration
of the  Registration  Period (as  hereinafter  defined)  (except any time during
which the Registration  Statement filed pursuant to Section 2.1 is effective and
there is no Registration Suspension in effect with respect thereto), the Company
shall file with the SEC a Registration Statement relating to an offering for its
own  account or the  account of others  (other  than any GSCP Entity (as defined
below)) under the Securities Act of any of its equity  securities (other than on
Form S-4 or Form S-8 or their then equivalents  relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans), then the Company shall send to each Purchaser who has a right

<PAGE>

to have Registrable  Securities covered by a Registration  Statement pursuant to
this Agreement written notice of such  determination and, if within fifteen (15)
days after the date of such notice,  such Purchaser shall so request in writing,
the Company shall include in such Registration  Statement all or any part of the
Registrable Securities such Purchaser requests to be registered, except that if,
in  connection  with any  underwritten  public  offering  for the account of the
Company the managing  underwriter(s)  thereof  shall impose a limitation  on the
number of  shares of Common  Stock  which may be  included  in the  Registration
Statement because, in such underwriter(s)' judgment,  marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the
Company shall be obligated to include in such  Registration  Statement only such
limited  portion  of the  Registrable  Securities  with  respect  to which  such
Purchaser has requested inclusion hereunder as the underwriter shall permit. Any
exclusion of Registrable  Securities shall be made pro rata among the Purchasers
seeking  to  include  Registrable  Securities,  in  proportion  to the number of
Registrable  Securities  sought to be  included  by such  Purchasers;  provided,
however,  that the Company shall not exclude any Registrable  Securities  unless
the Company has first excluded all outstanding securities,  the holders of which
are not entitled to inclusion of such securities in such Registration  Statement
or are not entitled to pro rata inclusion with the Registrable  Securities;  and
provided,  further,  however,  that,  after  giving  effect  to the  immediately
preceding  proviso,  any exclusion of Registrable  Securities  shall be made pro
rata  with  holders  of  other  securities  having  the  right to  include  such
securities  in the  Registration  Statement  (other than  securities  offered by
Greenwich Street Capital Partners II L. P., GSCP Offshore Fund, L.P.,  Greenwich
Fund, L. P.,  Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P.
and their  transferees  (each, a "GSCP Entity")  exercising  rights  pursuant to
section 4 of that certain  Registration Rights Agreement dated November 1, 1999,
as amended from time to time,  which shall have  priority  over all  Registrable
Securities hereunder).  No right to registration of Registrable Securities under
this  Section 2.4 shall be construed to limit any  registration  required  under
Section 2.1 or 3.2 hereof.  If an offering in connection  with which a Purchaser
is entitled to registration under this Section 2.4 is an underwritten  offering,
then  each  Purchaser  whose   Registrable   Securities  are  included  in  such
Registration  Statement shall, unless otherwise agreed by the Company, offer and
sell such  Registrable  Securities in an  underwritten  offering  using the same
underwriter or underwriters and, subject to the provisions of this Agreement, on
the same terms and  conditions as other shares of Common Stock  included in such
underwritten  offering.  So long as a  Registration  Statement is effective  and
immediately  available for use so that all of the Registrable  Securities may be
sold in reliance thereon, the provisions of this Section shall not apply.

         2.5 Eligibility for Form S-3. The Company  represents and warrants that
it is  currently  eligible  to  register  the resale of the  Conversion  Shares,
Warrant  Shares  and  all   Registrable   Securities  by  the  Purchasers  on  a
Registration  Statement on Form S-3 under the  Securities Act for the account of
Purchasers  (and not for or on behalf of  Company).  The Company  shall file all
reports  required to be filed by the Company with the SEC in a timely manner and
take all other actions which may be required so as to maintain such  eligibility
for the use of Form S-3.

<PAGE>

                                   ARTICLE III
                           OBLIGATIONS OF THE COMPANY

In connection with the registration of the Registrable  Securities,  the Company
shall  have  the  following   obligations,   including   with  respect  to  each
Registration Statement required to be filed hereunder:

         3.1 Subject to the provisions of Section 2.1 hereof,  the Company shall
prepare  promptly and file with the SEC the Registration  Statement  required by
Section  2.1,  and cause such  Registration  Statement  relating to  Registrable
Securities to become  effective as soon as  practicable  after such filing,  and
keep the Registration  Statement  effective pursuant to Rule 415 and immediately
available for use at all times until such date as is the earlier of (i) the date
on which all of the  Registrable  Securities  have  been  sold  (and no  further
Registrable  Securities  may be issued in the future) and (ii) the date on which
all of the Registrable  Securities (in the reasonable  opinion of counsel to the
Company addressed to the Initial Purchaser, and upon which the Initial Purchaser
shall be  entitled  to  rely)  may be  immediately  sold to the  public  without
registration and without restriction as to the number of Registrable  Securities
to be  sold,  whether  pursuant  to Rule  144 or  otherwise  (the  "Registration
Period").  The Registration  Statement  (including any amendments or supplements
thereto and  prospectuses  contained  therein and all documents  incorporated by
reference  therein) shall not contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein,  or necessary to
make the statements therein not misleading.

         3.2 The Company  shall  prepare  and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement and the prospectus used in connection with the Registration  Statement
as may be necessary to keep the Registration Statement effective and immediately
available for use at all times during the Registration Period.

         3.3 The  Company  shall  furnish to each  Purchaser  whose  Registrable
Securities are included in the Registration  Statement and its legal counsel (a)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the Company, one copy of the Registration  Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto,  and, in the case of the Registration  Statement referred
to in Section 2.1 hereof,  each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the  staff of the SEC,  in each case  relating  to such  Registration  Statement
(other than any portion,  if any,  thereof which contains  information for which
the Company has sought confidential treatment), and (b) such number of copies of
a  prospectus,  including  a  preliminary  prospectus,  and all  amendments  and
supplements  thereto and such other  documents as such  Purchaser may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned (or to be owned) by such Purchaser.

         3.4  The  Company  shall  (a)  register  and  qualify  the  Registrable
Securities  covered by the Registration  Statement under securities laws of such
jurisdictions  in the United States as the

<PAGE>

Purchaser  who  holds (or has the right to hold)  Registrable  Securities  being
offered reasonably  requests,  (b) prepare and file in those  jurisdictions such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof and availability for use during the Registration  Period,
(c) take such other actions as may be necessary to maintain  such  registrations
and  qualifications in effect at all times during the Registration  Period,  and
(d) take all other  actions  reasonably  necessary  or  advisable to qualify the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (i)  qualify to do business  in any  jurisdiction  where it would not
otherwise be required to qualify but for this Section 3.4,  (ii) subject  itself
to general  taxation in any such  jurisdiction,  (iii) file a general consent to
service  of  process  in any such  jurisdiction,  or (iv) make any change in its
charter or  by-laws,  which in any case the board of  directors  of the  Company
determines  to be  contrary  to the  best  interests  of  the  Company  and  its
stockholders.

         3.5 In the event of an offering pursuant to a Registration Statement or
any  amendment or  supplement  thereto  under  Section 2.1 or Section 3.2 hereof
which is proposed  to be an  underwritten  public  offering,  the Company  shall
select the managing  underwriter(s) for the offering,  which shall be reasonably
acceptable to the  Purchasers,  and the Company shall enter into and perform its
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations, with the underwriters of such offering.

         3.6 As soon as  practicable  after  becoming  aware of such event,  the
Company shall notify (by telephone and also by facsimile and reputable overnight
courier) each Purchaser who holds Registrable  Securities being sold pursuant to
the  Registration  Statement of the happening of any event, of which the Company
has knowledge,  as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein,  in light of the  circumstances  under  which the
statement is made,  not  misleading.  Subject to the  provisions  of Section 2.3
hereof,  the Company  shall use its best efforts as soon as possible (but in any
event  within  thirty (30) days) to prepare a  supplement  or  amendment  to the
Registration  Statement (and make all required  filings with the SEC) to correct
such untrue  statement or omission,  and the Company shall  simultaneously  (and
thereafter  as  requested)  deliver such number of copies of such  supplement or
amendment (or other applicable document) to each Purchaser as such Purchaser may
request in writing.

         3.7 The Company shall use  commercially  reasonable  efforts to prevent
the  issuance  of any stop  order  or other  suspension  of  effectiveness  of a
Registration  Statement,  and,  if  such an  order  is  issued,  to  obtain  the
withdrawal of such order at the earliest  practicable time and the Company shall
immediately notify by facsimile each Purchaser (at the facsimile number for such
Purchaser  set  forth  on the  signature  page  hereto)  who  holds  Registrable
Securities being sold pursuant to the  Registration  Statement (or, in the event
of an underwritten  offering, the managing underwriters) of the issuance of such
order and the resolution thereof.

         3.8 The Company shall make generally  available to its security holders
as soon as

<PAGE>

practical,  but not later  than  ninety  (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve-month  period beginning not
later than the first day of the  Company's  fiscal  quarter next  following  the
effective date of the Registration Statement.

         3.9      Intentionally omitted.

         3.10  The  Company  shall  make  available  for  inspection  by (i) any
Purchaser, (ii) any underwriter participating in any disposition pursuant to the
Registration  Statement,   (iii)  attorneys  and  accountants  retained  by  any
Purchaser, and (iv) attorneys retained by such underwriters  (collectively,  the
"Inspectors") all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively,  the "Records"), as shall
be  reasonably  deemed  necessary  by each  Inspector  and cause  the  Company's
officers,  directors and employees to supply all information which any Inspector
may reasonably  request;  provided,  however,  that each Inspector shall hold in
confidence  and shall not make any  disclosure  (except to a  Purchaser)  of any
Record or other  information  which the Company  determines  in good faith to be
confidential,  and of which  determination  the  Inspectors  are so  notified in
writing,  unless (a) the  disclosure  of such  Records is  necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required to be disclosed in such  Registration  Statement to permit Purchaser to
sell under  such  Registration  Statement,  (b) the  release of such  Records is
ordered pursuant to a subpoena or other order from a court or government body of
competent  jurisdiction,  or is otherwise  required by  applicable  law or legal
process or (c) the information in such Records has been made generally available
to the  public  other  than by  disclosure  in  violation  of this or any  other
agreement (to the knowledge of the relevant Purchaser). The Company shall not be
required  to  disclose  any  confidential  information  in such  Records  to any
Inspector   until  and  unless   such   Inspector   shall  have   entered   into
confidentiality agreements (in form and reasonable substance satisfactory to the
Company)  with the Company with respect  thereto,  substantially  in the form of
this Section  3.11.  Each  Purchaser  agrees that it shall,  upon  learning that
disclosure  of such Records is sought in or by a court or  governmental  body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the  Company,  at its  expense,  to  undertake  appropriate  action to
prevent  disclosure of, or to obtain a protective  order for, the Records deemed
confidential.  Nothing herein shall be deemed to limit a Purchaser's  ability to
sell Registrable Securities in a manner which is consistent with applicable laws
and regulations.

         3.11 The Company shall hold in confidence  and not make any  disclosure
of  information  concerning  a  Purchaser  provided  to the  Company  unless (a)
disclosure  of such  information  is  necessary  to comply with federal or state
securities laws, (b) the disclosure of such information is necessary to avoid or
correct a  misstatement  or  omission  in any  Registration  Statement,  (c) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from a court or  governmental  body of  competent  jurisdiction  or is otherwise
required by applicable law or legal process,  (d) such information has been made
generally  available to the public other than by disclosure in violation of this
or any other agreement (to the knowledge of the Company),  or (e) such Purchaser
consents to the form and content of any such disclosure.

<PAGE>

The  Company  agrees  that it  shall,  upon  learning  that  disclosure  of such
information  concerning a Purchaser  is sought in or by a court or  governmental
body of competent  jurisdiction  or through  other means,  give prompt notice to
such Purchaser prior to making such disclosure,  and allow the Purchaser, at its
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

         3.12 From and after  Closing,  the Company  shall cause the listing and
the  continuation  of listing of all the  Registrable  Securities  on the Nasdaq
National Market System or the New York Stock Exchange, and cause the Registrable
Securities  to be  quoted  or  listed  on each  additional  national  securities
exchange  or  quotation  system  upon which the Common  Stock is then  listed or
quoted.

         3.13 The Company shall provide a transfer  agent and  registrar,  which
may be a single  entity,  for the  Registrable  Securities  not  later  than the
effective date of the Registration Statement.

         3.14  The  Company  shall   cooperate  with  the  Purchasers  who  hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities  offered  pursuant  to the  Registration  Statement  and enable  such
certificates to be in such denominations or amounts,  as the case may be, as the
managing  underwriter or underwriters,  if any, or the Purchasers may reasonably
request  and   registered  in  such  names  as  the  managing   underwriter   or
underwriters,  if any,  or the  Purchasers  may  request,  and,  within  one (1)
business  day  after  a  Registration   Statement  which  includes   Registrable
Securities  is ordered  effective  by the SEC,  the  Company  shall  cause legal
counsel  selected  by the  Company to  deliver,  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Purchasers  whose  Registrable
Securities  are  included in such  Registration  Statement),  an opinion of such
counsel in the form attached hereto as Exhibit 1.

         3.15 At the  request  of any  Purchaser,  the  Company  shall  promptly
prepare  and  file  with  the  SEC  such  amendments  (including  post-effective
amendments) and supplements to a Registration  Statement and the prospectus used
in connection  with the  Registration  Statement as may be necessary in order to
change the plan of distribution set forth in such Registration Statement.

         3.16     Intentionally omitted.

         3.17 The Company  shall take all such other actions as any Purchaser or
the underwriters,  if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Securities.

         3.18 From and after the date of this Agreement,  the Company shall not,
and shall not agree to,  allow the  holders  of any  securities  of the  Company
(other than Purchasers with respect to Registrable Securities) to include any of
their  securities in any  Registration  Statement or any

<PAGE>

amendment or  supplement  thereto  under  Section 2.1 or 3.2 hereof  without the
consent of the Initial Purchaser,  subject to the existing  registration  rights
granted by the  Company,  which are listed on the  Schedules  to the  Securities
Purchase Agreement.

         3.19  The  Registration  Statement  shall  state  that it  covers  such
indeterminate  number of additional shares as may be issuable upon conversion of
the  Preferred  Stock or exercise of the Warrant to prevent  dilution  resulting
from stock splits, stock dividends and other similar transactions.

                                   ARTICLE IV
                          OBLIGATIONS OF THE PURCHASERS

In  connection  with  the  registration  of  the  Registrable  Securities,  each
Purchaser shall have the following obligations:

         4.1 Purchaser shall furnish to the Company such  information  regarding
itself,  the  Registrable  Securities  held by it and  the  intended  method  of
disposition  of the  Registrable  Securities  held by it as shall be required to
effect  the  registration  of such  Registrable  Securities.  At least  five (5)
business  days prior to the first  anticipated  filing date of the  Registration
Statement,  the Company  shall  notify each  Purchaser  of the  information  the
Company requires from each such Purchaser.

         4.2 Each Purchaser,  by such Purchaser's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statements hereunder,  unless such Purchaser has notified the Company in writing
of such  Purchaser's  election  to exclude all of such  Purchaser's  Registrable
Securities from the Registration Statement.

         4.3 Each  Purchaser  whose  Registrable  Securities  are  included in a
Registration  Statement understands that the Securities Act may require delivery
of a prospectus relating thereto in connection with any sale thereof pursuant to
such  Registration  Statement,  and each such  Purchaser  shall  comply with the
applicable  prospectus delivery requirements of the Securities Act in connection
with any such sale and shall sell such Registrable Securities in accordance with
the plan of distribution described in such Registration Statement.

         4.4      Intentionally omitted.

         4.5 Each Purchaser agrees that, upon receipt of written notice from the
Company of the  happening  of any event of the kind  described  in  Section  3.6
hereof or the  commencement  of a  Registration  Suspension  under  Section  2.3
hereof, such Purchaser will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities until such  Purchaser's  receipt of the copies of the supplemented or
amended  prospectus  contemplated  by Section 3.6 or advice that a supplement or
amendment  is not  required,  or  receipt of notice of the  termination  of such
Registration Suspension, as the case

<PAGE>

may be, and, if so directed by the Company,  such Purchaser shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction)  all copies in such  Purchaser's  possession  (other
than a limited number of permanent file copies), of the prospectus covering such
Registrable   Securities  current  at  the  time  of  receipt  of  such  notice.
Purchaser's obligations under this paragraph shall in no way limit the Company's
obligations  under this Agreement or Purchaser's  rights or remedies against the
Company  with respect to any breach or  threatened  breach by the Company of any
such obligations.

         4.6 Without  limiting a  Purchaser's  rights  under  Section 2.1 or 3.2
hereof, no Purchaser may participate in any underwritten  distribution hereunder
unless such Purchaser (a) agrees to sell such Purchaser's Registrable Securities
on the basis provided in any underwriting agreements in usual and customary form
entered into by the Company  pursuant to Section 3.5 hereof,  (b)  completes and
executes  all  questionnaires,  powers of  attorney,  indemnities,  underwriting
agreements  and  other  documents  reasonably  required  under the terms of such
underwriting  arrangements,  and (c)  agrees  to pay its pro  rata  share of all
underwriting  discounts  and  commissions  and any  expenses  in excess of those
payable by the Company  pursuant to Article V hereof.  Without  implication that
the contrary would otherwise be true, it is expressly understood and agreed that
no  Purchaser  shall  be  required  to  participate  in  any  such  underwritten
distribution.

                                    ARTICLE V
                            EXPENSES OF REGISTRATION

All expenses,  other than  underwriting  discounts and commissions,  incurred in
connection with registrations, filings or qualifications pursuant to Articles II
and  III,  including,   without  limitation,   all  registration,   listing  and
qualification  fees, printers and accounting fees, the fees and disbursements of
counsel for the Company, shall be borne by the Company.

                                   ARTICLE VI
                                 INDEMNIFICATION

In the event any Registrable Securities are included in a Registration Statement
under this Agreement:

         6.1 To the extent  permitted by law, the Company will  indemnify,  hold
harmless and defend (a) each  Purchaser who holds such  Registrable  Securities,
(b) each underwriter of Registrable Securities and (c) the directors,  officers,
partners,  members,  employees,  agents and persons  who  control any  Purchaser
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange  Act, if any,  (each,  an  "Indemnified  Person"),  against any losses,
claims, damages,  liabilities or expenses (collectively,  together with actions,
proceedings or inquiries whether or not in any court,  before any administrative
body or by any regulatory or self-regulatory organization,  whether commenced or
threatened,  in  respect  thereof,  "Claims  ") to which any of them may  become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or alleged  untrue  statement  of a material  fact in a  Registration
Statement or

<PAGE>

the omission or alleged omission to state therein a material fact required to be
stated or necessary to make the statements  therein not misleading,  or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made,  not  misleading  (the  matters in the  foregoing
clauses  (i) and (ii) being,  collectively,  "Violations").  The  Company  shall
reimburse each such Indemnified  Person,  promptly as such expenses are incurred
and are due and  payable,  for any  reasonable  legal  fees or other  reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.   Notwithstanding   anything  to  the  contrary   contained  herein,  the
indemnification  agreement contained in this Section 6.1: (x) shall not apply to
an  Indemnified  Person with  respect to a Claim  arising out of or based upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished in writing to the Company by such Indemnified Person expressly for use
in the  Registration  Statement  or any such  amendment  thereof  or  supplement
thereto;  (y) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent  shall  not be  unreasonably  withheld;  and  (z)  with  respect  to any
preliminary prospectus, shall not inure to the benefit of any Indemnified Person
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then  amended or  supplemented,  if such  corrected  prospectus  was timely made
available  by the Company  pursuant to Section 3.3 hereof,  and the  Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to  the  use  giving  rise  to  a  Violation   and  such   Indemnified   Person,
notwithstanding  such advice, used it. Such indemnity shall remain in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  the
Indemnified Person and shall survive the transfer of the Registrable  Securities
by a Purchaser pursuant to Article IX.

         6.2 In connection with any Registration  Statement in which a Purchaser
is  participating,  each such Purchaser  agrees to indemnify,  hold harmless and
defend,  to the same extent and in the same manner set forth in Section 6.1, the
Company, each of its directors,  each of its officers who signs the Registration
Statement,  its employees,  agents and persons,  if any, who control the Company
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange  Act,  and any other  stockholder  selling  securities  pursuant to the
Registration Statement,  together with its directors,  officers and members, any
underwriter,  and any person who controls such stockholder or underwriter within
the meaning of the  Securities  Act or the  Exchange  Act (such an  "Indemnified
Party"),  against any Claim to which any of them may become subject,  insofar as
such  Claim  arises  out of or is based  upon a  Violation,  in each case to the
extent (and only to the extent) that such Violation  occurs in reliance upon and
in  conformity  with  written  information  furnished  to the  Company  by  such
Purchaser expressly for use in connection with such Registration Statement;  and
such  Purchaser  will  reimburse any such  Indemnified  Party  (promptly as such
expenses are incurred and are due and payable) for any  reasonable  legal fee or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement

<PAGE>

contained in this Section 6.2 shall not apply to amounts paid in  settlement  of
any Claim if such  settlement is effected  without the prior written  consent of
such  Purchaser,  which consent shall not be  unreasonably  withheld;  provided,
further,  however,  that a  Purchaser  shall  be  liable  under  this  Agreement
(including  this  Section 6.2 and Article  VII) for only that amount as does not
exceed the net proceeds  actually  received by such Purchaser as a result of the
sale of Registrable  Securities  pursuant to such Registration  Statement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the   Registrable   Securities   by  a   Purchaser   pursuant   to  Article  IX.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in  this  Section  6.2  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
was  corrected  on a  timely  basis  in  the  prospectus,  as  then  amended  or
supplemented,  and the Indemnified  Party was required,  but failed,  to utilize
such corrected prospectus.

         6.3 Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  Article  VI of  notice  of the  commencement  of any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party  shall,  if a  Claim  in  respect  thereof  is  to  be  made  against  any
indemnifying  party under this Article VI, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be; provided,  however,  that such indemnifying  party shall diligently
pursue such  defense and that such  indemnifying  party shall not be entitled to
assume such defense and an Indemnified  Person or  Indemnified  Party shall have
the right to retain its own counsel with the reasonable  fees and expenses to be
paid by the  indemnifying  party, if the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual or  potential  conflicts  of  interest as to all or
certain discrete issues between such Indemnified Person or Indemnified Party and
any other party  represented by such counsel in such proceeding or the actual or
potential  defendants  in, or  targets  of,  any such  action  include  both the
Indemnified Person and an Indemnified  Party; and provided further,  that if the
Indemnified  Party  and  any  such  Indemnified   Person  or  Indemnified  Party
reasonably  determine  that  there  may be  legal  defenses  available  to  such
Indemnified  Person or Indemnified Party which are different from or in addition
to those available to such indemnifying  party, the indemnifying party shall not
be entitled to assume  control of such  different  or  additional  defense.  The
indemnifying  party  shall  pay for  only one  separate  legal  counsel  for the
Indemnified Persons or the Indemnified  Parties,  as applicable,  and such legal
counsel shall be selected by Purchasers  holding a  majority-in-interest  of the
Registrable Securities included in the Registration Statement to which the Claim
relates  (with the approval of each Initial  Purchaser  which holds  Registrable
Securities  included in such  Registration  Statement),  if the  Purchasers  are
entitled to  indemnification  hereunder,  or by the  Company,  if the Company is
entitled to  indemnification  hereunder,  as applicable.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement of any such

<PAGE>

action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party under this Article VI,  except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such  action.  The  indemnification  required by this Article VI shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                                   ARTICLE VII
                                  CONTRIBUTION

To the extent any  indemnification  by an  indemnifying  party is  prohibited or
limited by law, the indemnifying  party agrees to make the maximum  contribution
with respect to any amounts for which it would otherwise be liable under Article
VI hereof to the fullest extent permitted by law; provided, however, that (i) no
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation,  and (ii) contribution  (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable  Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

                                  ARTICLE VIII
                         REPORTS UNDER THE EXCHANGE ACT

With a view to making  available  to the  Purchasers  the  benefits  of Rule 144
promulgated  under the Securities Act or any other similar rule or regulation of
the SEC that may at any time permit the  Purchasers  to sell  securities  of the
Company to the public without  registration  ("Rule 144"), the Company agrees to
so long as such  Purchaser  holds  Preferred  Stock,  the Warrant or Registrable
Securities :

         8.1 File with the SEC in a timely  manner  and make and keep  available
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being  understood that nothing herein shall limit the Company's  obligations
under  Section  4.3 of the  Securities  Purchase  Agreement)  and the filing and
availability  of such reports and other documents is required for the applicable
provisions of Rule 144; and

         8.2 Furnish to each  Purchaser  promptly  upon  request,  (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144,  the  Securities  Act and the  Exchange  Act,  (ii) a copy of the most
recent  annual or  quarterly  report of the Company  and such other  reports and
documents so filed by the Company,  and (iii) such other  information  as may be
reasonably  requested to permit the Purchasers to sell such securities  pursuant
to Rule 144 without registration.

<PAGE>

                                   ARTICLE IX
                        ASSIGNMENT OF REGISTRATION RIGHTS

         The rights of the Purchasers hereunder, including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically assigned by each Purchaser to any transferee of all or any portion
of the  Preferred  Stock if: (a) the  transferee  (which shall be an  accredited
investor as defined in  Regulation  D under the  Securities  Act) is a permitted
transferee  under  Section XIV. K of the  Certificate  of  Designation,  (b) the
transferring  Purchaser  agrees in writing  with the  transferee  or assignee to
assign such  rights,  and a copy of such  agreement  is furnished to the Company
within a reasonable  time after such  assignment,  (c) the Company is,  within a
reasonable time after such transfer or assignment, furnished with written notice
of (i) the  name  and  address  of such  transferee  or  assignee,  and (ii) the
securities with respect to which such registration  rights are being transferred
or assigned, (d) following such transfer or assignment,  the further disposition
of such  securities  by the  transferee  or  assignee  is  restricted  under the
Securities  Act or applicable  state  securities  laws, and (e) at or before the
time the Company  receives the written notice  contemplated by clause (c)(ii) of
this sentence,  the transferee or assignee  agrees in writing for the benefit of
the Company to be bound by all of the provisions contained herein. The rights of
a Purchaser hereunder with respect to any Registrable Securities not transferred
(and not represented by Preferred Stock or the Warrant transferred) shall not be
assigned  by  virtue  of  the  transfer  of  other  Registrable   Securities  or
transferred  Preferred  Stock  or the  Warrant  representing  other  Registrable
Securities. Any such transferee who succeeds to rights hereunder shall be deemed
to have a separate agreement with the Company independent of this Agreement.

                                    ARTICLE X
                        AMENDMENT OF REGISTRATION RIGHTS

Provisions of this  Agreement may be amended and the  observance  thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with written consent of the Company and the Purchasers then
holding at least two thirds of the Registrable  Securities.  In the event of the
assignment  of rights  hereunder  pursuant to Article IX, the Company  shall not
take any action pursuant to such assignment  rights that would adversely  affect
any Purchaser's rights hereunder without such Purchaser's consent.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1 A person  or  entity  is  deemed  to be a holder  (or a holder  in
interest)  of  Registrable  Securities  whenever  such  person or entity owns of
record such Registrable  Securities (or the Preferred Stock or the Warrant which
may be converted into or exercised for Registrable  Securities).  If the Company
receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registrable  Securities,  the Company shall
act upon  the  basis of  instructions,  notice  or  election  received  from the
registered  owner of such  Registrable  Securities  (or  Preferred  Stock or the
Warrant, as the case may be).

<PAGE>

         11.2 Any notices  herein  required or permitted to be given shall be in
writing  and  may  be   personally   served  or   delivered  by  courier  or  by
machine-generated  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.

If to any  Purchaser at such address as such  Purchaser  shall have  provided in
writing to the Company,  or at such other address,  telecopy  number or person's
attention as any as each such party furnishes by notice given in accordance with
this Section 11.2.

         11.3  Failure of any party to exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         11.4 This  Agreement  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 and each  Purchaser  irrevocably
consent to the  jurisdiction  of the federal  courts located in the State of New
York and the state  courts of the State of New York located in the County of New
York in the  State  of New York in any suit or  proceeding  based on or  arising
under this Agreement and  irrevocably  agrees that all claims in respect of such
suit or  proceeding  may be  determined  in such  courts.  The  Company and each
Purchaser  irrevocably  waive  the  defense  of an  inconvenient  forum  to  the
maintenance  of such suit or  proceeding.  The parties hereto further agree that
service of process upon the parties  hereto  mailed by first class mail shall be
deemed in every respect effective service of process upon each such party in any
such suit or  proceeding.  Nothing  herein shall affect either  party's right to
serve  process in any other manner  permitted  by law. The parties  hereto agree
that a final  non-appealable  judgment in any such suit or  proceeding  shall be
conclusive and may be enforced in other  jurisdictions  by suit on such judgment


<PAGE>

or in any other lawful manner.

         11.5  This  Agreement,   the  Preferred  Stock,  the  Warrant  and  the
Securities Purchase Agreement  (including all schedules and exhibits thereto and
all certificates and opinions required thereby)  constitute the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein and therein. This Agreement, the Preferred
Stock,  the Warrant and the Securities  Purchase  Agreement  supersede all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

         11.6 Subject to the  requirements of Article IX hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.  Notwithstanding  anything to the contrary contained
herein,  including,  without  limitation,  Article IX, the rights of a Purchaser
hereunder  shall be assignable to and  exercisable by a bona fide pledgee of the
Registrable  Securities,  provided  that  the  pledgee  shall  be  bound by this
Agreement.

         11.7 The headings in this  Agreement are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

         11.8 This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  This Agreement,  once executed by a party, may be delivered
to the other party hereto, by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

         11.9  Each  party  shall  do and  perform,  or  cause  to be  done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

         11.10 Intentionally omitted.

         11.11 In the event  Purchaser  shall sell or otherwise  transfer any of
such  Purchaser's  Registrable  Securities as permitted under Article IX hereof,
each  transferee  shall  be  allocated  a pro  rata  portion  of the  number  of
Registrable Securities included on a Registration Statement for such transferor,
subject to any filing under federal and state  securities law required to effect
such allocation.

         11.12  If  any  provision  of  this  Agreement   shall  be  invalid  or
unenforceable, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement.

                                      * * *

<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.


                                       COMPANY:

                                       THCG, Inc.

                                       By:
                                       Name:
                                       Title:


<PAGE>

INITIAL PURCHASER:

CASTLE CREEK TECHNOLOGY PARTNERS LLC

By: Castle Creek Partners, L.L.C.
Its: Investment Manager

By:
Name: Michael L. Spolan
Title:

Address:          77 W. Wacker Drive, Suite 4040
                  Chicago, Illinois 60601
                  Facsimile: (312)499-6999

Copy to:

                  Altheimer & Gray
                  10 S. Wacker Drive Ste. 4000
                  Chicago, Illinois 60606
                  Facsimile: (312)715-4800
                  Attn:    Michael H. Altman, Esq.

<PAGE>


                                                                       EXHIBIT 1
                                                                 to Registration
                                                                Rights Agreement

                                     [Date]

[Name and address
of transfer agent]

                        RE: THCG, INC.

Ladies and Gentlemen:

         We are counsel to THCG,  Inc., a Delaware  corporation (the "Company"),
and we understand that [Name of Purchaser] (the "Holder") has purchased from the
Company an amount of the  Company's  Series A  Preferred  Stock (the  "Preferred
Stock")  convertible into shares of the Company's common stock,  $0.01 per share
(the  "Common  Stock") and warrant to purchase  the Common  Stock of the Company
(the  "Warrant").  The  Preferred  Stock and Warrant was purchased by the Holder
pursuant to a Securities Purchase Agreement,  dated as of August 1, 2000, by and
among the Company and the signatories  thereto (the "Agreement").  Pursuant to a
Registration  Rights  Agreement,  dated as of August 2,  2000,  by and among the
Company and the signatories thereto (the "Registration  Rights Agreement"),  the
Company agreed with the Holder,  among other things, to register the Registrable
Securities (as that term is defined in the Registration  Rights Agreement) under
the Securities Act of 1933, as amended (the  "Securities  Act"),  upon the terms
provided in the Registration Rights Agreement.  In connection with the Company's
obligations  under the  Registration  Rights  Agreement,  on ____, __, 2000, the
Company filed a  Registration  Statement on Form S-3 (File No. 333-  __________)
(the "Registration  Statement") with the Securities and Exchange Commission (the
"SEC")  relating  to the  Registrable  Securities,  which  names the Holder as a
selling stockholder thereunder.

         [Other customary  introductory and scope of examination  language to be
inserted]

         Based  on the  foregoing,  we are of the  opinion  that the sale of the
Registrable  Securities by the holders  thereof in accordance  with the "Plan of
Distribution"  described in the Registration Statement has been registered under
the Securities Act.

         [Other appropriate  customary language reasonably  acceptable to holder
to be included.]

                                               Very truly yours,

cc:  [Name of Purchaser]