EXHIBIT 4.6


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR  UNDER  ANY
APPLICABLE  STATE  SECURITIES  LAWS,  AND MAY NOT BE SOLD OR OFFERED FOR SALE OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER SAID ACT AND ANY APPLICABLE  STATE SECURITIES LAWS OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           RCG COMPANIES INCORPORATED

         This is to certify that  ___________________.  (the  "HOLDER") with its
address at c/o FiveOaks Capital Partners,  LLC, 4201 Congress Street, Suite 145,
Charlotte,  North  Carolina  28209,  is  entitled,  subject  to  the  terms  and
conditions  hereinafter  set forth to  purchase  twelve  thousand  five  hundred
(12,500) shares (the "COMMON  SHARES") of common stock, par value $.04 per share
(the "COMMON STOCK"), of RCG COMPANIES INCORPORATED, a Delaware corporation (the
"COMPANY"),  from the  Company at the price per share and on the terms set forth
herein  and to  receive a  certificate  for the Common  Shares so  purchased  on
presentation  and surrender to the Company of this Warrant (this "WARRANT") with
the  Notice of  Exercise  substantially  in the form  attached  (the  "NOTICE OF
EXERCISE"),  duly executed and accompanied by payment of the aggregate  purchase
price of the shares purchased either in cash, by wire transfer,  or by certified
or bank cashier's check or other check payable to the order of the Company.

1. EXERCISE OF WARRANTS.  The purchase  rights  represented  by this Warrant are
exercisable  at the option of the  registered  owner hereof in whole or in part,
from time to time, within the period specified below;  provided,  however,  that
such purchase  rights shall not be  exercisable  with respect to a fraction of a
Common  Share.  In case of the  purchase  of less  than  all the  Common  Shares
purchasable  under this  Warrant,  the  Company  shall  cancel  this  Warrant on
surrender  hereof and shall  execute and deliver a new Warrant of like tenor and
date for the balance of the shares purchasable hereunder.

         (a) EXERCISE PRICE. The exercise price (the "EXERCISE  PRICE") shall be
Two and 44/100  Dollars  ($2.44),  subject to  adjustment  pursuant to Section 2
below.

         (b)  EXPIRATION  OF  WARRANT  TERM.  This  Warrant  will  expire (i) at
midnight on the date three (3) years from the date hereof or (ii) on the date on
which the Warrant has been  exercised  or  cancelled  with respect to all Common
Shares.

<PAGE>

2. CERTAIN ADJUSTMENTS.  The Exercise Price and number of Common Shares issuable
upon exercise of this Warrant are subject to adjustment from time to time as set
forth in this Section 2.

         (a) Stock Dividends and Splits. If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on the  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be  multiplied  by a  fraction,  the  numerator  of which shall be the number of
shares of all Common  Stock  outstanding  immediately  before such event and the
denominator  of  which  shall  be the  number  of  shares  of all  Common  Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective  immediately  after the record date
for the  determination  of  stockholders  entitled to receive  such  dividend or
distribution,  and any  adjustment  pursuant  to  clause  (ii) or  (iii) of this
paragraph shall become  effective  immediately  after the effective date of such
subdivision  or  combination.  If any event  requiring an adjustment  under this
paragraph  occurs  during  the  period  that an  Exercise  Price  is  calculated
hereunder,  then the  calculation  of such  Exercise  Price  shall  be  adjusted
appropriately to reflect such event.

         (b)  Fundamental  Transactions.  If, at any time while this  Warrant is
outstanding,  (i) the Company effects any merger or consolidation of the Company
with or into another Person and as a result thereof the holders of the Company's
common  stock  prior to the  transaction  own less  than 50% of the  outstanding
shares  of  capital  stock of the  surviving  company  upon the  closing  of the
transaction (ii) the Company effects any sale of all or substantially all of its
assets in one or a series of related  transactions,  (iii) any  tender  offer or
exchange offer (whether by the Company or another person) is completed  pursuant
to which  holders of Common  Stock are  permitted  to tender or  exchange  their
shares for other securities,  cash or property,  or (iv) the Company effects any
reclassification  of the Common Stock or any compulsory share exchange  pursuant
to which the Common Stock is  effectively  converted into or exchanged for other
securities,  cash or property (in any such case, a  "FUNDAMENTAL  TRANSACTION"),
then the Holder shall have the right  thereafter  to receive,  upon  exercise of
this  Warrant,  the same amount and kind of  securities,  cash or property as it
would have been  entitled to receive  upon the  occurrence  of such  Fundamental
Transaction if it had been,  immediately prior to such Fundamental  Transaction,
the holder of the number of Common Shares then issuable upon exercise in full of
this Warrant (the "ALTERNATE CONSIDERATION"). For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate  Consideration based on the amount of Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the  Company  shall  apportion  the  Exercise  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction,  then the Holder shall be given the same choice as
to the  Alternate  Consideration  it receives  upon any exercise of this Warrant
following  such  Fundamental  Transaction.  Any  successor  to  the  Company  or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
Warrant  substantially  in the  form of this  Warrant  and  consistent  with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof.  The terms
of any agreement  pursuant to which a Fundamental  Transaction is effected shall


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<PAGE>

include terms  requiring any such  successor or surviving  entity to comply with
the  provisions of this paragraph (b) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

         (c) Number of Common Shares.  Simultaneously with any adjustment to the
Exercise Price  pursuant to paragraph (a) of this Section,  the number of Common
Shares that may be purchased upon exercise of this Warrant shall be increased or
decreased proportionately,  so that after such adjustment the aggregate Exercise
Price payable  hereunder  for the adjusted  number of Common Shares shall be the
same as the  aggregate  Exercise  Price  in  effect  immediately  prior  to such
adjustment.

         (d)  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment
pursuant to this  Section 2, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Common Shares or other  securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly deliver a copy of each such certificate to the Holder.

         (e) Notice of Corporate  Events. If the Company (i) declares a dividend
or any other  distribution  of cash,  securities or other property in respect of
its  Common  Stock,  including  without  limitation  any  granting  of rights or
warrants to  subscribe  for or purchase any capital  stock of the Company,  (ii)
authorizes  or approves,  enters into any  agreement  contemplating  or solicits
stockholder  approval for any  Fundamental  Transaction or (iii)  authorizes the
voluntary dissolution,  liquidation or winding up of the affairs of the Company,
then the Company  shall deliver to the Holder a notice  describing  the material
terms and conditions of such transaction, at least 20 calendar days prior to the
applicable  record or effective date on which a person would need to hold Common
Stock in order to participate in or vote with respect to such  transaction,  and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the  validity of the  corporate  action  required to be described in such
notice.

3. COVENANTS OF THE COMPANY.  The Company agrees at all times to reserve or hold
available  a  sufficient  number of shares of Common  Stock to  provide  for the
issuance of the Common Shares upon exercise of this Warrant.

4. COVENANTS OF THE HOLDER. The Holder acknowledges,  recognizes and agrees that
(i) the Common Shares may not be resold unless a  Registration  Statement  under
the  Securities  Act is effective  and current  with  respect to the  underlying
Common Shares or an exemption  from  registration  under the  Securities  Act is
available,  and (ii) the Company is not  required to satisfy the  conditions  of
Rule 144 or any other rule or  provision  with respect to the sale of the Common
Shares.


                                       3
<PAGE>

5.  CONDITIONS  TO  EXERCISE  OF  WARRANT.  The  Holder  shall have the right to
exercise all or a portion of this Warrant upon the satisfaction of the following
conditions:

         (a)  The  registered   owner  of  the  Warrant  shall  have  made  such
representations  and  warranties  as  the  Company  reasonably   determines  are
necessary to comply with applicable securities laws and regulations, including a
representation in writing that the owner is acquiring such Common Shares for the
owner's  own  account  for  investment  and not with a view  to,  or for sale in
connection with, the distribution of any part thereof, if the Common Shares have
not been registered under the Securities Act; and

         (b) The  following  legend  shall have been placed on each  certificate
representing the Common Shares:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 OR THE LAWS OF ANY STATE
         AND  HAVE  BEEN  ISSUED  PURSUANT  TO AN  EXEMPTION  FROM  REGISTRATION
         PERTAINING TO SUCH SECURITIES AND PURSUANT TO A  REPRESENTATION  BY THE
         SECURITY  HOLDER NAMED HEREON THAT SAID  SECURITIES  HAVE BEEN ACQUIRED
         FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,
         PLEDGED  OR  HYPOTHECATED  UNLESS  THEY HAVE BEEN SO  REGISTERED  OR AN
         EXEMPTION FROM  REGISTRATION IS AVAILABLE.  THE TRANSFER AGENT HAS BEEN
         ORDERED TO EXECUTE  TRANSFERS OF THIS  CERTIFICATE  ONLY IN  ACCORDANCE
         WITH THE ABOVE INSTRUCTIONS."

6. RIGHTS OF HOLDER BEFORE  EXERCISE.  This Warrant shall not entitle the Holder
to any voting rights or other rights as a shareholder of the Company,  or to any
other rights whatsoever except the rights herein expressed and set forth, and no
dividends  shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares  purchasable  hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.

7. REPLACEMENT OF WARRANT.  In the event this or any subsequently issued Warrant
is lost,  stolen,  mutilated or  destroyed,  the Company may,  upon receipt or a
proper  affidavit  (and  surrender  of any  mutilated  Warrant) and an indemnity
agreement  reasonably  satisfactory  in form and amount to the Company,  in each
instance protecting the Company, issue a new Warrant of like denomination, tenor
and date as the Warrant so lost,  stolen,  mutilated or destroyed.  Any such new
Warrant  shall  constitute  an original  contractual  obligation of the Company,
whether or not the allegedly lost, stolen,  mutilated or destroyed Warrant shall
be at any time enforceable by anyone.

8.  AMENDMENT.  Neither this  Warrant nor the rights  granted  hereunder  may be
amended,  changed or waived  except in  writing  signed by the  Company  and the
Holder.

9.  GOVERNING  LAW. This Warrant is delivered in the State of Delaware and shall
be construed and enforced in accordance  with,  and governed by, the laws of the
State of Delaware  (without giving effect to the choice of law principle of such


                                       4
<PAGE>

state), regardless of the jurisdiction of creation or domicile of the Company or
its successors or of the Holder at any time hereof.

10. NOTICE.  The address of record for Holder  maintained by the Company for all
purposes  of this  Warrant  shall be that  address  set forth on the first  page
hereof.  Any notice to be delivered to the Company  shall be sent via  overnight
courier to: 6836 Morrison Boulevard,  Suite 200, Charlotte, NC 28211, Attention:
Michael D. Pruitt. Holder may change its address of record only by notifying the
Company  in the manner  prescribed  herein.  All  notices,  requests,  and other
communications  required or  permitted  to be given or  delivered  hereunder  to
either party must be in writing, and shall be sent via overnight courier to such
party at the address of record. Any notice under this Warrant shall be deemed to
have been  sufficiently  given or served and  effective for all purposes one (1)
business day after being sent via overnight courier.

11. HEIRS. This Warrant shall be binding upon and inure to the benefit of Holder
and Holder's heirs.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by the signature of its duly authorized officer as of March 1, 2004.

                                        COMPANY:

                                        RCG COMPANIES INCORPORATED

                                        By:
                                           ------------------------------
                                           Michael D. Pruitt
                                           Its Chief Executive Officer



                                       5


<PAGE>

                               NOTICE OF EXERCISE

             (To be executed by the Holder to exercise the rights to
                purchase Common Shares evidenced by the Warrant.)

RCG COMPANIES INCORPORATED
6836 Morrison Boulevard, Suite 200
Charlotte, NC 28211
Attn:  Michael D. Pruitt

         The  undersigned  hereby  irrevocably  elects to exercise  his right to
purchase  __________  Common Shares pursuant to and in accordance with the terms
and conditions of this Warrant,  and herewith makes payment of  $_______________
therefor,  and requests that a  certificate  for such Common Shares be issued in
the name of the  undersigned  and be delivered to the undersigned at the address
stated  below,  and if such  number  of shares  shall  not be all of the  shares
purchasable  hereunder,  that a new Warrant of like tenor for the balance of the
remaining  Common  Shares  purchasable  hereunder  shall  be  delivered  to  the
undersigned at the address stated below.

Dated:
      ------------------------------
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                                           Address:
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