Exhibit 10.2

                                   THCG, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN


1.       Purpose.  The purpose of the Plan is to provide  eligible  employees of
         the Company and its  Designated  Subsidiaries  with an  opportunity  to
         purchase  Common  Stock  of the  Company  through  accumulated  payroll
         deductions. It is the intention of the Company to have the Plan qualify
         as an "Employee  Stock Purchase Plan" under Section 423 of the Internal
         Revenue  Code  of  1986,  as  amended.  The  provisions  of  the  Plan,
         accordingly, shall be construed so as to extend and limit participation
         in a manner  consistent  with the  requirements  of that section of the
         Code.

2.       Definitions.

         a.       "Board" shall mean the Board of Directors of the Company.

         b.       "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
                  amended.

         c.       "Common Stock" shall mean the Common Stock, par value $.01, of
                  the Company.

         d.       "Company" shall mean THCG, INC., a Delaware  corporation,  and
                  any Designated Subsidiary of the Company.

         e.       "Compensation"  shall mean (i) the regular basic earnings paid
                  to a Participant by one or more Participating Companies,  (ii)
                  any  salary  deferral  contributions  made  on  behalf  of the
                  Participant  to the Company's  Code Section 401 (k) Plan (iii)
                  overtime  payments,  bonuses and  commissions.  There shall be
                  excluded  from  the  calculation  of  Compensation:   (I)  all
                  profit-sharing distributions and other incentive-type payments
                  and (II) all  contributions  (other than Code Section 401 (k))
                  made  by the  Company  or its  Corporate  Affiliates  for  the
                  Participant's  benefit  under any employee  benefit or welfare
                  plan now or hereafter established.

         f.       "Designated  Subsidiary"  shall mean any Subsidiary  which has
                  been  designated  by the  Board  from time to time in its sole
                  discretion as eligible to participate in the Plan.

         g.       "Employee" shall mean any individual who is an Employee of the
                  Company for tax purposes whose  customary  employment with the
                  Company is at least  twenty  (20) hours per week and more than
                  five (5) months in any  calendar  year.  For  purposes  of the
                  Plan,  the  employment   relationship   shall  be  treated  as
                  continuing  intact  while the  individual  is on sick leave or
                  other  leave of absence  approved  by the  Company.  Where the
                  period of leave exceeds 90 days and the individual's  right to
                  reemployment  is  not  guaranteed  either  by  statute  or  by
                  contract, the employment  relationship shall be deemed to have
                  terminated on the 91st day of such leave.

         h.       "Enrollment  Date"  shall mean the first day of each  Offering
                  Period.

         i.       "Exercise  Date"  shall  mean the  last  day of each  Offering
                  Period.

         j.       "Fair Market Value" shall mean,  as of any date,  the value of
                  Common Stock determined as follows:

                  i.       (1) If the Common Stock is listed on any  established
                           stock exchange or a national market system, including
                           without  limitation the Nasdaq National Market or The
                           Nasdaq

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                           SmallCap Market of The Nasdaq Stock Market,  its Fair
                           Market  Value  shall be the  closing  sales price for
                           such  stock (or the  closing  bid,  if no sales  were
                           reported)  as quoted on such  exchange  or system for
                           the  last  market  trading  day on the  date  of such
                           determination, as reported in The Wall Street Journal
                           or such other source as the Board deems reliable, or;

                  ii.      (2) If the  Common  Stock is  regularly  quoted  by a
                           recognized  securities  dealer but selling prices are
                           not reported, its Fair Market Value shall be the mean
                           of the  closing  bid and asked  prices for the Common
                           Stock on the date of such determination,  as reported
                           in The Wall  Street  Journal or such other  source as
                           the Board deems reliable, or;

                  iii.     (3) ln the absence of an  established  market for the
                           Common Stock,  the Fair Market Value thereof shall be
                           determined in good faith by the Board.

         k.       "Offering  Period" shall have the meaning  provided in Section
                  4.

         l.       "Plan" shall mean this Employee Stock Purchase Plan.

         m.       "Plan  Administrator"  shall mean the Board or a committee  of
                  members of the Board appointed by the Board.

         n.       "Purchase Price" shall mean an amount equal to 85% of the Fair
                  Market Value of a share of Common Stock on the Enrollment Date
                  or  on  the  Exercise  Date,  whichever  is  lower;  provided,
                  however,  that the Purchase Price may be adjusted by the Board
                  pursuant to Section 20.

         o.       "Reserves"  shall  mean the  number of shares of Common  Stock
                  covered by each option  under the Plan which have not yet been
                  exercised  and the number of shares of Common Stock which have
                  been authorized for issuance under the Plan but not yet placed
                  under option.

         p.       "Subsidiary" shall mean a corporation, domestic or foreign, of
                  which not less than 50% of the  voting  shares are held by the
                  Company or a Subsidiary,  whether or not such  corporation now
                  exists or is hereafter organized or acquired by the Company or
                  a Subsidiary.

         q.       "Trading  Day"  shall  mean  a day  on  which  national  stock
                  exchanges and the Nasdaq System are open for trading.

3.       Eligibility.

         a.       Any  Employee  who shall be employed by the Company on a given
                  Enrollment Date shall be eligible to participate in the Plan.

         b.       Any provisions of the Plan to the contrary notwithstanding, no
                  Employee  shall be granted an option under the Plan (i) to the
                  extent that,  immediately  after the grant,  such Employee (or
                  any other  person  whose  stock  would be  attributed  to such
                  Employee  pursuant  to Section  424(d) of the Code)  would own
                  capital stock of the Company and/or hold  outstanding  options
                  to purchase such stock possessing five percent (5%) or more of
                  the total combined voting power or value of all classes of the
                  capital stock of the Company or of any Subsidiary,  or (ii) to
                  the extent that his or her rights to purchase  stock under all
                  employee   stock   purchase  plans  of  the  Company  and  its
                  Subsidiaries  accrues  at a  rate  which  exceeds  Twenty-Five
                  Thousand Dollars  ($25,000) worth of stock  (determined at the
                  fair  market  value of the  shares at the time such  option is
                  granted)  for each  calendar  year in  which  such  option  is
                  outstanding at any time.

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4.       Offering Periods.

         a.       Stock shall be offered for  purchase  under the Plan through a
                  series of  successive  offering  periods  (each,  an "Offering
                  Period").  The first  Offering  Period  under  the Plan  shall
                  commence  with the first  Trading  Day on or after the date on
                  which the  Securities  and  Exchange  Commission  declares the
                  Company's  Registration  Statement effective.  The Board shall
                  have the power to change  the  duration  of  Offering  Periods
                  (including  the  commencement  dates  thereof) with respect to
                  future offerings without  stockholder  approval if such change
                  is  announced  at least five (5) days  prior to the  scheduled
                  beginning  of  the  first  Offering   Period  to  be  affected
                  thereafter.

         b.       The Plan  shall be  implemented  in a  series  of  consecutive
                  Offering  Periods,  each to be of such duration (not to exceed
                  twenty-four  (24) months per Offering Period) as determined by
                  the Plan  Administrator  prior to the commencement date of the
                  Offering Period. Offering Periods may commence at quarterly or
                  semi-annual intervals over the term of the Plan.  Accordingly,
                  up to four (4) separate  Offering Periods may commence in each
                  calendar  year  the  Plan  remains  in  existence.   The  Plan
                  Administrator will announce the date each Offering Period will
                  commence and the duration of that  Offering  Period in advance
                  of the last day of the immediately preceding Offering Period.

         c.       An Employee may  participate in only one Offering  Period at a
                  time.  Accordingly,  an  Employee  who  wishes  to  join a new
                  Offering Period must withdraw from the current Offering Period
                  in which he/she is  participating  and must also enroll in the
                  new Offering  Period prior to the start date of that  Offering
                  Period. The Plan Administrator,  in its discretion, my require
                  an Employee who withdraws from one Offering Period to wait one
                  full  Offering  Period before  re-enrolling  in a new Offering
                  Period under the Plan.

5.       Eligibility & Participation.

         a.       An eligible  Employee may become a participant  in the Plan by
                  completing  a  subscription   agreement   authorizing  payroll
                  deductions in the form of Exhibit A to this Plan and filing it
                  with the  Company's  payroll  office  prior to the  applicable
                  Enrollment Date.

         b.       Payroll  deductions  for a participant  shall  commence on the
                  first payroll  following the Enrollment  Date and shall end on
                  the  last  payroll  in  the  Offering  Period  to  which  such
                  authorization is applicable,  unless sooner  terminated by the
                  participant as provided in Section 10 hereof.

6.       Payroll Deductions.

         a.       At  the  time a  participant  files  his  or her  subscription
                  agreement,  he or she shall elect to have  payroll  deductions
                  made on each pay day during the  Offering  Period in an amount
                  not exceeding ten percent 10% of the Compensation  which he or
                  she receives an each pay day during the Offering Period.

         b.       All  payroll  deductions  made  for  a  participant  shall  be
                  credited  to his or her  account  under  the Plan and shall be
                  withheld in whole percentages only. A participant may not make
                  any additional payments into such account.

         c.       A participant may discontinue his or her  participation in the
                  Plan as  provided  in Section 10 hereof,  or may  increase  or
                  decrease the rate of his or her payroll  deductions during the
                  Offering Period by completing or filing with the Company a new
                  subscription   agreement   authorizing  a  change  in  payroll
                  deduction  rate. The Board may, in its  discretion,  limit the
                  number of  participation  rate  changes  during  any  Offering
                  Period.  The change in rate shall be effective  with the first
                  full payroll period following five (5) business days after the
                  Company's receipt of the new subscription agreement unless the
                  Company elects to process a given change in participation

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                  more quickly.  A  participant's  subscription  agreement shall
                  remain  in  effect  for  successive  Offering  Periods  unless
                  terminated as provided in Section 10 hereof.

         d.       Notwithstanding  the  foregoing,  to the extent  necessary  to
                  comply with  Section  423(b)(8)  of the Code and Section  3(b)
                  hereof, a participant's payroll deductions may be decreased to
                  zero  percent  (0%) at any time  during  an  Offering  Period.
                  Payroll  deductions  shall  recommence at the rate provided in
                  such participant's  subscription agreement at the beginning of
                  the first  Offering  Period  which is  scheduled to end in the
                  following  calendar year, unless terminated by the participant
                  as provided in Section 10 hereof.

         e.       At the time the option is  exercised,  in whole or in part, or
                  at the time some or all of the  Company's  Common Stock issued
                  under  the Plan is  disposed  of,  the  participant  must make
                  adequate provision for the Company's federal,  state, or other
                  tax  withholding  obligations,  if any,  which  arise upon the
                  exercise of the option or the disposition of the Common Stock.
                  At any time,  the Company may, but shall not be obligated  to,
                  withhold  from  the  participant's   compensation  the  amount
                  necessary  for  the  Company  to meet  applicable  withholding
                  obligations,   including  any  withholding  required  to  make
                  available  to the  Company  any  tax  deductions  or  benefits
                  attributable  to sale or early  disposition of Common Stock by
                  the Employee.

7.       Grant of Option.  On the Enrollment Date of each Offering Period,  each
         eligible  Employee  participating  in such  Offering  Period  shall  be
         granted an option to purchase  on the  Exercise  Date of such  Offering
         Period (at the applicable  Purchase  Price) up to a number of shares of
         the  Company's  Common Stock  determined  by dividing  such  Employee's
         payroll deductions accumulated prior to such Exercise Date and retained
         in the Participant's  account as of the Exercise Date by the applicable
         Purchase  Price;  provided  that  in no  event  shall  an  Employee  be
         permitted  to  purchase  during  each  Offering  Period more than 2,500
         shares (subject to any adjustment pursuant to Section 19), and provided
         further  that such  purchase  shall be subject to the  limitations  set
         forth in  Sections  3(b) and 12 hereof.  Exercise  of the option  shall
         occur as  provided  in  Section 8 hereof,  unless the  participant  has
         withdrawn pursuant to Section 10 hereof. The Option shall expire on the
         last day of the Offering Period.

8.       Exercise of Option.  Unless a  participant  withdraws  from the Plan as
         provided  in Section 10 hereof,  his or her option for the  purchase of
         shares shall be exercised  automatically  on the Exercise Date, and the
         maximum  number of full shares subject to option shall be purchased for
         such participant at the applicable  Purchase Price with the accumulated
         payroll deductions in his or her account. No fractional shares shall be
         purchased;  any  payroll  deductions  accumulated  in  a  participant's
         account  which are not  sufficient  to  purchase a full share  shall be
         retained  in the  participant's  account  for the  subsequent  Offering
         Period, subject to earlier withdrawal by the participant as provided in
         Section 10 hereof.  Any remaining amount in the  participant's  account
         shall  be  carried  over  to  the  next  Offering   Period.   During  a
         participant's  lifetime,  a  participant's  option to  purchase  shares
         hereunder is exercisable only by him or her.

9.       Delivery.  As promptly as practicable after each Exercise Date on which
         a purchase of shares occurs,  the Company shall arrange the delivery to
         each participant, as appropriate, the shares purchased upon exercise of
         his or her option.

10.      Withdrawal.

         a.       A  participant  may  withdraw  all but not  less  than all the
                  payroll deductions  credited to his or her account and not yet
                  used to exercise  his or her option under the Plan at any time
                  by giving written notice to the Company in the form of Exhibit
                  B to this Plan. All of the  participant's  payroll  deductions
                  credited  to  his  or  her  account  shall  be  paid  to  such
                  participant promptly after receipt of notice of withdrawal and
                  such  participant's  option for the  Offering  Period shall be
                  automatically  terminated,  and no further payroll  deductions
                  for the  purchase  of shares  shall be made for such  Offering
                  Period.  If a participant  withdraws from an Offering  Period,
                  payroll  deductions  shall not resume at the  beginning of the
                  succeeding Offering Period unless the participant  delivers to
                  the Company a new subscription agreement.

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         b.       A  participant's  withdrawal from an Offering Period shall not
                  have any effect upon his or her  eligibility to participate in
                  any similar plan which may hereafter be adopted by the Company
                  or in succeeding  Offering  Periods which  commence  after the
                  termination of the Offering  Period from which the participant
                  withdraws.

11.      Termination  of  Employment.  Upon  a  participant's  ceasing  to be an
         Employee  for any reason,  he or she shall be deemed to have elected to
         withdraw  from the Plan and the  payroll  deductions  credited  to such
         participant's  account  during the Offering  Period but not yet used to
         exercise  the option shall be returned to such  participant  or, in the
         case of his or her death,  to the person or  persons  entitled  thereto
         under  Section  15  hereof,  and  such  participant's  option  shall be
         automatically  terminated.  The preceding sentence  notwithstanding,  a
         participant  who receives  payment in lieu of notice of  termination of
         employment  shall be treated as  continuing  to be an Employee  for the
         participant's  customary number of hours per week of employment  during
         the period in which the  participant is subject to such payment in lieu
         of notice.

12.      Interest.  No  interest  shall  accrue on the payroll  deductions  of a
         participant in the Plan.

13.      Stock.

         a.       Subject to adjustment  upon changes in  capitalization  of the
                  Company as provided in Section 19 hereof,  the maximum  number
                  of shares of the  Company's  Common  Stock which shall be made
                  available  for  sale  under  the  Plan  shall  be two  hundred
                  thousand  (200,000) shares.  If, on a given Exercise Date, the
                  number of  shares  with  respect  to which  options  are to be
                  exercised  exceeds the number of shares then  available  under
                  the Plan, the Company shall make a pro rata  allocation of the
                  shares remaining available for purchase in as uniform a manner
                  as  shall  be  practicable  and as it  shall  determine  to be
                  equitable.

         b.       The  participant  shall have no  interest  or voting  right in
                  shares  covered  by his  option  until  such  option  has been
                  exercised.

         c.       Shares to be delivered to a  participant  under the Plan shall
                  be registered in the name of the participant or in the name of
                  the participant and his or her spouse.

14.      Administration.  The  Plan  shall  be  administered  by the  Board or a
         committee  of members  of the Board  appointed  by the Board.  The Plan
         Administrator  (whether the Board or the committee) shall have full and
         exclusive discretionary authority to construe,  interpret and apply the
         terms of the Plan,  to  determine  eligibility  and to  adjudicate  all
         disputed  claims  filed under the Plan.  Every  finding,  decision  and
         determination  made by the Board or its  committee  shall,  to the full
         extent permitted by law, be final and binding upon all parties.

15.      Designation of Beneficiary.

         a.       A participant may file a written  designation of a beneficiary
                  who is to  receive  any  shares  and  cash,  if any,  from the
                  participant's  account  under  the  Plan in the  event of such
                  participant's  death  subsequent  to an Exercise Date on which
                  the  option  is  exercised  but  prior  to  delivery  to  such
                  participant   of  such  shares  and  cash.   In  addition,   a
                  participant  may file a written  designation  of a beneficiary
                  who is to  receive  any cash  from the  participant's  account
                  under the Plan in the event of such participant's  death prior
                  to exercise of the option. If a participant is married and the
                  designated  beneficiary  is not the  spouse,  spousal  consent
                  shall be required for such designation to be effective.

         b.       Such   designation  of  beneficiary  may  be  changed  by  the
                  participant at any time by written notice. In the event of the
                  death of a  participant  and in the  absence of a  beneficiary
                  validly designated under the Plan who is living at the time of
                  such  participant's  death,  the Company  shall  deliver  such
                  shares  and/or cash to the  executor or  administrator  of the
                  estate  of  the  participant,   or  if  no  such  executor  or
                  administrator  has been  appointed  (to the  knowledge  of the

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                  Company),  the Company,  in its  discretion,  may deliver such
                  shares  and/or  cash  to  the  spouse  or to any  one or  more
                  dependents or relatives of the  participant,  or if no spouse,
                  dependent  or relative is known to the  Company,  then to such
                  other person as the Company may designate.

16.      Transferability. Neither payroll deductions credited to a participant's
         account nor any rights  with regard to the  exercise of an option or to
         receive shares under the Plan may be assigned, transferred,  pledged or
         otherwise  disposed  of in any way  (other  than by  will,  the laws of
         descent  and  distribution  or as provided in Section 15 hereof) by the
         participant. Any such attempt at assignment,  transfer, pledge or other
         disposition shall be without effect,  except that the Company may treat
         such act as an election to  withdraw  funds from an Offering  Period in
         accordance with Section 10 hereof.

17.      Use of Funds.  All payroll  deductions  received or held by the Company
         under the Plan may be used by the  Company for any  corporate  purpose,
         and the  Company  shall not be  obligated  to  segregate  such  payroll
         deductions.

18.      Reports.  Individual  accounts shall be maintained for each participant
         in the Plan.  Statements  of  account  shall be given to  participating
         Employees  at least  annually,  which  statements  shall  set forth the
         amounts of payroll deductions, the Purchase Price, the number of shares
         purchased and the remaining cash balance, if any.

19.      Adjustments Upon Changes in Capitalization,  Dissolution,  Liquidation,
         Merger or Asset Sale.

         a.       Changes in  Capitalization.  Subject to any required action by
                  the  stockholders  of the Company,  the Reserves,  the maximum
                  number of shares each  participant  may  purchase per Offering
                  Period (pursuant to Section 7), as well as the price per share
                  and the  number  of shares of  Common  Stock  covered  by each
                  option under the Plan which has not yet been  exercised  shall
                  be  proportionately  adjusted  for any increase or decrease in
                  the number of issued shares of Common Stock  resulting  from a
                  stock split, reverse stock split, stock dividend,  combination
                  or reclassification of the Common Stock, or any other increase
                  or decrease in the number of shares of Common  Stock  effected
                  without  receipt of  consideration  by the Company;  provided,
                  however, that conversion of any convertible  securities of the
                  Company  shall not be deemed  to have been  "effected  without
                  receipt of  consideration".  Such adjustment  shall be made by
                  the Board, whose determination in that respect shall be final,
                  binding and conclusive.  Except as expressly  provided herein,
                  no issuance by the Company of shares of stock of any class, or
                  securities  convertible  into  shares  of stock of any  class,
                  shall affect,  and no  adjustment  by reason  thereof shall be
                  made with  respect to, the number or price of shares of Common
                  Stock subject to an option.

         b.       Dissolution  or  Liquidation.  In the  event  of the  proposed
                  dissolution or liquidation of the Company, the Offering Period
                  then in progress  shall be shortened by setting a new Exercise
                  Date  (the  "New   Exercise   Date"),   and  shall   terminate
                  immediately   prior  to  the  consummation  of  such  proposed
                  dissolution or liquidation,  unless provided  otherwise by the
                  Board.  The New Exercise  Date shall be before the date of the
                  Company's proposed dissolution or liquidation. The Board shall
                  notify each participant in writing, at least ten (10) business
                  days prior to the New Exercise  Date,  that the Exercise  Date
                  for the  participant's  option  has  been  changed  to the New
                  Exercise  Date  and  that the  participant's  option  shall be
                  exercised automatically on the New Exercise Date, unless prior
                  to such date the  participant  has withdrawn from the Offering
                  Period as provided in Section 10 hereof.

         c.       Merger or Asset Sale.  In the event of a proposed  sale of all
                  or  substantially  all of the  assets of the  Company,  or the
                  merger of the Company with or into another  corporation,  each
                  outstanding  option shall be assumed or an  equivalent  option
                  substituted  by  the  successor  corporation  or a  Parent  or
                  Subsidiary of the successor corporation. In the event that the
                  successor  corporation refuses to assume or substitute for the
                  option,   the  Offering  Period  then  in  progress  shall  be
                  shortened  by setting a new Exercise  Date (the "New  Exercise
                  Date").  The Now Exercise Date shall be before the date of the
                  Company's proposed sale or merger. The Board shall notify each

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                  participant in writing,  at least ten (10) business days prior
                  to the New  Exercise  Date,  that  the  Exercise  Date for the
                  participant's option has been changed to the New Exercise Date
                  and  that  the   participant's   option   shall  be  exercised
                  automatically  on the New Exercise Date,  unless prior to such
                  date the participant has withdrawn from the Offering Period as
                  provided in Section 10 hereof.

20.      Amendment or Termination.

         a.       The Board of  Directors of the Company may at any time and for
                  any reason terminate or amend the Plan.  Except as provided in
                  Section  19 hereof,  no such  termination  can affect  options
                  previously  granted,  provided that an Offering  Period may be
                  terminated  by the Board of Directors on any Exercise  Date if
                  the Board  determines  that the  termination  of the  Offering
                  Period or the Plan is in the best interests of the Company and
                  its stockholders. Except as provided in Section 19 and Section
                  20  hereof,  no  amendment  may make any  change in any option
                  theretofore  granted which adversely affects the rights of any
                  participant.  To the extent  necessary  to comply with Section
                  423 of the Code (or any other  applicable  law,  regulation or
                  stock  exchange  rule),  the Company shall obtain  shareholder
                  approval in such a manner and to such a degree as required.

         b.       Without  stockholder consent and without regard to whether any
                  participant  rights may be considered to have been  "adversely
                  affected," the Board (or its  committee)  shall be entitled to
                  change the Offering Periods, limit the frequency and/or number
                  of changes in the amount withheld  during an Offering  Period,
                  establish the exchange ratio applicable to amounts withheld in
                  a currency other than U.S. dollars, permit payroll withholding
                  in excess of the amount  designated by a participant  in order
                  to adjust for delays or mistakes in the  Company's  processing
                  of  properly  completed   withholding   elections,   establish
                  reasonable  waiting and adjustment  periods and/or  accounting
                  and crediting procedures to ensure that amounts applied toward
                  the  purchase of Common  Stock for each  participant  properly
                  correspond  with  amounts  withheld  from  the   participant's
                  Compensation,   and  establish   such  other   limitations  or
                  procedures as the Board (or its  committee)  determines in its
                  sole discretion advisable which are consistent with the Plan.

         c.       In the event the Board  determines that the ongoing  operation
                  of the Plan may  result in  unfavorable  financial  accounting
                  consequences,  the Board may,  in its  discretion  and, to the
                  extent  necessary  or  desirable,  modify or amend the Plan to
                  reduce or eliminate such accounting consequence including, but
                  not limited to:

                  i.       altering the Purchase  Price for any Offering  Period
                           including an Offering  Period underway at the time of
                           the change in Purchase Price;

                  ii.      shortening  any  Offering  Period  so  that  Offering
                           Period  ends on a new  Exercise  Date,  including  an
                           Offering  Period  underway  at the time of the  Board
                           action; and

                  iii.     allocating shares.

         Such modifications or amendments shall not require stockholder approval
         or the consent of any Plan participants.

21.      Notices.  All notices or other  communications  by a participant to the
         Company  under or in  connection  with the Plan shall be deemed to have
         been duly given when  received in the form  specified by the Company at
         the  location,  or by the  person,  designated  by the  Company for the
         receipt thereof.

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22.      Conditions  Upon  Issuance of Shares.  Shares  shall not be issued with
         respect  to an  option  unless  the  exercise  of such  option  and the
         issuance and delivery of such shares pursuant thereto shall comply with
         all  applicable  provisions  of law,  domestic or  foreign,  including,
         without  limitation,  the  Securities  Act of  1933,  as  amended,  the
         Securities Exchange Act of 1934, as amended,  the rules and regulations
         promulgated thereunder, and the requirements of any stock exchange upon
         which the shares may then be  listed,  and shall be further  subject to
         the   approval  of  counsel  for  the  Company  with  respect  to  such
         compliance.

         As a condition  to the  exercise of an option,  the Company may require
         the person  exercising such option to represent and warrant at the time
         of any such  exercise  that the  shares  are being  purchased  only for
         investment and without any present intention to sell or distribute such
         shares  if,  in  the  opinion  of  counsel  for  the  Company,  such  a
         representation  is  required  by any of the  aforementioned  applicable
         provisions of law.

23.      Term of Plan. The Plan shall become effective upon the earlier to occur
         of its  adoption  by the  Board of  Directors  or its  approval  by the
         stockholders of the Company.  It shall continue in effect for a term of
         ten (10) years unless sooner terminated under Section 20 hereof.

                                       8
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                                    EXHIBIT A

                                   THCG, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


                           _____ Original Application Enrollment Date: _________

_______ Change in Payroll Deduction Rate

_______ Change of Beneficiary(ies)

1.       __________________________________  hereby elects to participate in the
         THCG,  INC. 2000 Employee  Stock  Purchase  Plan (the  "Employee  Stock
         Purchase  Plan") and  subscribes  to purchase  shares of the  Company's
         Common Stock in  accordance  with this  Subscription  Agreement and the
         Employee Stock Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of _____% of my  Compensation on each payday (from 1 to 10%) during the
         Offering  Period in accordance  with the Employee  Stock Purchase Plan.
         (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand  that if I do not  withdraw  from an  Offering  Period,  any
         accumulated  payroll deductions will be used to automatically  exercise
         my option.

4.       I have received a copy of the complete  Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects  subject to the terms of the Plan. I understand that my
         ability to exercise  the option  under this  Subscription  Agreement is
         subject to stockholder approval of the Employee Stock Purchase Plan.

5.       Shares  purchased for me under the Employee  Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only):.

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering  Period  during  which I  purchased  such  shares),  I will be
         treated for federal  income tax  purposes as having  received  ordinary
         income at the time of such disposition in an amount equal to the excess
         of the fair  market  value of the shares at the time such  shares  were
         purchased  by me over the price which I paid for the  shares.  I hereby
         agree to notify the Company in writing within 30 days after the date of
         any  disposition  of shares  and I will  make  adequate  provision  for
         Federal,  state or other tax  withholding  obligations,  if any,  which
         arise upon the  disposition  of the Common Stock.  The Company may, but
         will not be obligated  to,  withhold  from my  compensation  the amount
         necessary to meet any applicable  withholding  obligation including any
         withholding  necessary  to  make  available  to  the  Company  any  tax
         deductions or benefits  attributable  to sale or early  disposition  of
         Common  Stock by me. If I dispose of such  shares at any time after the
         expiration of the 2-year holding  period,  I understand  that I will be
         treated for federal income tax purposes as having  received income only
         at the time of such disposition,  and that such income will be taxed as
         ordinary  income only to the extent of an amount equal to the lesser of
         (1) the  excess of the fair  market  value of the shares at the time of
         such  disposition  over the purchase price which I paid for the shares,
         or (2) 15% of the fair  market  value of the shares on the first day of
         the Offering Period.  The remainder of the gain, if any,  recognized on
         such disposition will be taxed as capital gain.

                                       9
<PAGE>

7.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  of this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Employee Stock Purchase Plan:

NAME: (Please print)

(First) (Middle) (Last)



Relationship

 (Address)

Employee's Social

Security Number:

Employee's Address:



I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:

Signature of Employee: _______________________________

Spouse's Signature (If beneficiary other than spouse):
__________________________________

                                       10
<PAGE>

                                    EXHIBIT B

                                   THCG, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL


The  undersigned  participant  in the  Offering  Period of the THCG.  INC.  2000
Employee  Stock  Purchase  Plan  which  began  on  ________________,  20__  (the
"Enrollment  Date") hereby notifies the Company that he or she hereby  withdraws
from the  Offering  Period.  He or she hereby  directs the Company to pay to the
undersigned as promptly as practicable  all the payroll  deductions  credited to
his or her  account  with  respect  to such  Offering  Period.  The  undersigned
understands  and agrees that his or her option for such Offering  Period will be
automatically  terminated.  The undersigned  understands further that no further
payroll  deductions  will be made for the  purchase  of  shares  in the  current
Offering  Period  and the  undersigned  shall  be  eligible  to  participate  in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

Name and Address of Participant:

________________________________

________________________________

________________________________

Signature:


________________________________

Date: __________________________

                                       11
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