EXHIBIT 4.4

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL  BE  REASONABLY  ACCEPTABLE  TO THE  COMPANY.  THESE  SECURITIES  AND  THE
SECURITIES  ISSUABLE  UPON  EXERCISE  OF  THESE  SECURITIES  MAY BE  PLEDGED  IN
CONNECTION  WITH A BONA  FIDE  MARGIN  ACCOUNT  OR OTHER  LOAN  SECURED  BY SUCH
SECURITIES.

                           ADDITIONAL INVESTMENT RIGHT

                To Purchase __________ Shares of Common Stock of

                           RCG COMPANIES INCORPORATED

                  THIS ADDITIONAL  INVESTMENT RIGHT (the "Additional  Investment
Right")  certifies that, for value received,  _____________  (the "Holder"),  is
entitled,  upon the terms and subject to the  limitations  on  exercise  and the
conditions  hereinafter  set forth,  at any time on or after the 181st day after
the date hereof (the  "Initial  Exercise  Date") and on or prior to the close of
business  on the  earlier  of (a) the  later  of (i) the  181st  day  after  the
Effective  Date and (ii) the 181st day after the Initial  Exercise  Date and (b)
the 2nd year anniversary of the date of the Purchase Agreement (the "Termination
Date" and the period from the Initial  Exercise Date until the Termination  Date
shall  be the  "Exercise  Period")  but not  thereafter,  to  subscribe  for and
purchase  from  RCG  Companies   Incorporated,   a  Delaware   corporation  (the
"Company"),  up to  ______________  shares  (the  "Additional  Investment  Right
Shares") of Common Stock, par value $0.04 per share, of the Company (the "Common
Stock").  The  Exercise  Period shall be extended for the number of Trading Days
during such period in which (x) trading in the Common  Stock is suspended by any
Trading Market, or (y) following the Effective Date, the Registration  Statement
is not effective or the prospectus  included in the  Registration  Statement may
not be used by the Purchasers for the resale of the Additional  Investment Right
Shares.  The purchase  price of one share of Common Stock under this  Additional
Investment  Right shall be equal to the Exercise Price, as defined under Section
2(b).

         Section  1.  Definitions.  Capitalized  terms  used  and not  otherwise
defined  herein shall have the  meanings  set forth in that  certain  Securities
Purchase Agreement (the "Purchase  Agreement"),  dated September 13, 2004, among
the Company and the purchasers signatory thereto.

<PAGE>

         Section 2.   Exercise.

         a) Exercise of Additional  Investment  Right.  Exercise of the purchase
rights  represented by this Additional  Investment Right may be made at any time
or times on or after the Initial  Exercise Date and on or before the Termination
Date by delivery to the Company of a duly executed  facsimile copy of the Notice
of Exercise  Form annexed  hereto (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address
of such Holder appearing on the books of the Company); provided, however, within
5 Trading  Days of the date said Notice of Exercise is delivered to the Company,
the Holder  shall  have  surrendered  this  Additional  Investment  Right to the
Company and the Company  shall have received  payment of the aggregate  Exercise
Price of the shares thereby  purchased by wire transfer or cashier's check drawn
on a United States bank.

         b) Exercise  Price.  The  exercise  price of each share of Common Stock
under this  Additional  Investment  Right shall be $1.03,  subject to adjustment
hereunder (the "Exercise Price").

         c) Intentionally omitted.

         d)  Holder's  Restrictions.  The  Holder  shall  not have the  right to
exercise any portion of this Additional  Investment  Right,  pursuant to Section
2(c) or otherwise, to the extent that after giving effect to such issuance after
exercise,  the Holder (together with the Holder's  affiliates),  as set forth on
the applicable Notice of Exercise,  would beneficially own in excess of 4.99% of
the number of shares of the Common Stock  outstanding  immediately  after giving
effect to such issuance.  For purposes of the foregoing sentence,  the number of
shares of Common Stock beneficially owned by the Holder and its affiliates shall
include  the number of shares of Common  Stock  issuable  upon  exercise of this
Additional  Investment  Right with  respect to which the  determination  of such
sentence is being made,  but shall  exclude the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, nonexercised portion
of this Additional  Investment Right  beneficially owned by the Holder or any of
its affiliates and (B) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company  (including,  without limitation,
any  other  Preferred  Stock  or  Additional  Investment  Rights)  subject  to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein beneficially owned by the Holder or any of its affiliates.  Except as set
forth in the preceding sentence,  for purposes of this Section 2(d),  beneficial
ownership  shall be calculated in accordance  with Section 13(d) of the Exchange
Act, it being  acknowledged  by Holder that the Company is not  representing  to
Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and Holder is solely  responsible for any schedules  required to be filed in
accordance  therewith.  To the  extent  that the  limitation  contained  in this
Section 2(d) applies,  the  determination of whether this Additional  Investment
Right is exercisable (in relation to other  securities  owned by the Holder) and
of which a portion of this Additional  Investment Right is exercisable  shall be
in the sole  discretion  of such  Holder,  and the  submission  of a  Notice  of
Exercise  shall be deemed to be such  Holder's  determination  of  whether  this


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<PAGE>

Additional  Investment  Right is  exercisable  (in relation to other  securities
owned by such Holder) and of which portion of this Additional  Investment  Right
is exercisable,  in each case subject to such aggregate  percentage  limitation,
and the Company  shall have no  obligation  to verify or confirm the accuracy of
such determination. For purposes of this Section 2(d), in determining the number
of  outstanding  shares of Common  Stock,  the  Holder may rely on the number of
outstanding shares of Common Stock as reflected in (x) the Company's most recent
Form  10-Q  or  Form  10-K,  as  the  case  may  be,  (y) a more  recent  public
announcement  by the Company or (z) any other  written  notice by the Company or
the Company's  Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of the Holder,  the Company shall
within two Trading Days  confirm  orally and in writing to the Holder the number
of  shares  of  Common  Stock  then  outstanding.  In any  case,  the  number of
outstanding  shares of Common Stock shall be  determined  after giving effect to
the  conversion  or  exercise  of  securities  of the  Company,  including  this
Additional  Investment  Right, by the Holder or its affiliates since the date as
of which such number of outstanding shares of Common Stock was reported.

         e) Mechanics of Exercise.

                  i.  Authorization of Additional  Investment Right Shares.  The
         Company covenants that all Additional Investment Right Shares which may
         be issued upon the exercise of the purchase rights  represented by this
         Additional  Investment Right will, upon exercise of the purchase rights
         represented by this Additional  Investment  Right, be duly  authorized,
         validly issued,  fully paid and  nonassessable and free from all taxes,
         liens and charges in respect of the issue thereof  (other than taxes in
         respect of any transfer occurring  contemporaneously  with such issue).
         The Company covenants that during the period the Additional  Investment
         Right is outstanding,  it will reserve from its authorized and unissued
         Common Stock a sufficient  number of shares to provide for the issuance
         of the  Additional  Investment  Right  Shares upon the  exercise of any
         purchase rights under this  Additional  Investment  Right.  The Company
         further covenants that its issuance of this Additional Investment Right
         shall  constitute  full  authority to its officers who are charged with
         the duty of  executing  stock  certificates  to  execute  and issue the
         necessary  certificates for the Additional Investment Right Shares upon
         the exercise of the purchase  rights under this  Additional  Investment
         Right.  The  Company  will  take all such  reasonable  action as may be
         necessary to assure that such Additional Investment Right Shares may be
         issued as provided  herein  without  violation of any applicable law or
         regulation, or of any requirements of the Trading Market upon which the
         Common Stock may be listed.

                  ii.  Delivery of  Certificates  Upon Exercise.  If there is an
         effective  Registration  Statement,  certificates  for shares purchased
         hereunder  shall be transmitted by the transfer agent of the Company to
         the Holder by crediting the account of the Holder's  designated  broker
         with the Depository Trust Company through its Deposit  Withdrawal Agent


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<PAGE>

         Commission  ("DWAC")  system within 3 Trading Days from the delivery to
         the  Company  of  the  Notice  of  Exercise  Form,  surrender  of  this
         Additional Investment Right and payment of the aggregate Exercise Price
         as set forth above ("Additional Investment Right Share Delivery Date").
         This Additional Investment Right shall be deemed to have been exercised
         on the  date  the  Exercise  Price  is  received  by the  Company.  The
         Additional Investment Right Shares shall be deemed to have been issued,
         and Holder or any other person so  designated to be named therein shall
         be deemed to have  become a holder  of  record of such  shares  for all
         purposes,  as of the  date the  Additional  Investment  Right  has been
         exercised by payment to the Company of the Exercise Price and all taxes
         required  to be  paid  by the  Holder,  if  any,  pursuant  to  Section
         2(e)(vii) prior to the issuance of such shares, have been paid.

                  iii.  Delivery  of  New  Additional   Investment  Rights  Upon
         Exercise. If this Additional Investment Right shall have been exercised
         in part, the Company shall,  at the time of delivery of the certificate
         or  certificates   representing  Additional  Investment  Right  Shares,
         deliver to Holder a new  Additional  Investment  Right  evidencing  the
         rights of Holder to  purchase  the  unpurchased  Additional  Investment
         Right Shares called for by this Additional  Investment Right, which new
         Additional  Investment  Right shall in all other  respects be identical
         with this Additional Investment Right.

                  iv.  Rescission  Rights.  If the  Company  fails to cause  its
         transfer  agent to  transmit  to the Holder  through  the DWAC system a
         certificate or  certificates  representing  the  Additional  Investment
         Right  Shares  pursuant  to this  Section  2(e)(iv)  by the  Additional
         Investment  Right Share  Delivery  Date,  then the Holder will have the
         right to rescind such exercise

                  v.  Buy-In  Compensation.  In  addition  to any  other  rights
         available  to the Holder,  if the Company  fails to cause its  transfer
         agent to transmit to the Holder  through the DWAC system a  certificate
         or certificates  representing  the Additional  Investment  Right Shares
         pursuant to an exercise on or before the  Additional  Investment  Right
         Share  Delivery  Date, and if after such date the Holder is required by
         its broker to purchase  (in an open market  transaction  or  otherwise)
         shares of Common  Stock to  deliver  in  satisfaction  of a sale by the
         Holder of the  Additional  Investment  Right  Shares  which the  Holder
         anticipated receiving upon such exercise (a "Buy-In"), then the Company
         shall  (1)  pay in cash to the  Holder  the  amount  by  which  (x) the
         Holder's total purchase price (including brokerage commissions, if any)
         for the  shares of Common  Stock so  purchased  exceeds  (y) the amount
         obtained by multiplying (A) the number of Additional  Investment  Right
         Shares  that the  Company  was  required  to  deliver  to the Holder in
         connection  with the exercise at issue times (B) the price at which the
         sell order giving rise to such purchase  obligation  was executed,  and
         (2) at the option of the Holder,  either  reinstate  the portion of the


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<PAGE>

         Additional   Investment  Right  and  equivalent  number  of  Additional
         Investment  Right  Shares for which such  exercise  was not  honored or
         deliver to the  Holder the number of shares of Common  Stock that would
         have been issued had the Company timely  complied with its exercise and
         delivery  obligations  hereunder.  For example, if the Holder purchases
         Common Stock having a total purchase price of $11,000 to cover a Buy-In
         with respect to an attempted exercise of shares of Common Stock with an
         aggregate  sale  price  giving  rise to  such  purchase  obligation  of
         $10,000,  under clause (1) of the  immediately  preceding  sentence the
         Company  shall be required to pay the Holder  $1,000.  The Holder shall
         provide the Company  written notice  indicating the amounts  payable to
         the  Holder  in  respect  of  the  Buy-In,   together  with  applicable
         confirmations and other evidence  reasonably  requested by the Company.
         Nothing  herein  shall  limit a  Holder's  right to  pursue  any  other
         remedies  available  to it  hereunder,  at law or in equity  including,
         without limitation,  a decree of specific performance and/or injunctive
         relief  with  respect  to  the  Company's  failure  to  timely  deliver
         certificates  representing  shares of Common Stock upon exercise of the
         Additional Investment Right as required pursuant to the terms hereof.

                  vi. No Fractional  Shares or Scrip.  No  fractional  shares or
         scrip representing  fractional shares shall be issued upon the exercise
         of this  Additional  Investment  Right.  As to any  fraction of a share
         which  Holder  would  otherwise  be  entitled  to  purchase  upon  such
         exercise,  the Company  shall pay a cash  adjustment in respect of such
         final  fraction in an amount equal to such  fraction  multiplied by the
         Exercise Price.

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
         Additional  Investment Right Shares shall be made without charge to the
         Holder for any issue or  transfer  tax or other  incidental  expense in
         respect of the  issuance  of such  certificate,  all of which taxes and
         expenses shall be paid by the Company,  and such certificates  shall be
         issued  in the name of the  Holder  or in such  name or names as may be
         directed  by  the  Holder;   provided,   however,  that  in  the  event
         certificates for Additional Investment Right Shares are to be issued in
         a name other than the name of the Holder,  this  Additional  Investment
         Right  when  surrendered  for  exercise  shall  be  accompanied  by the
         Assignment  Form attached  hereto duly executed by the Holder;  and the
         Company  may  require,  as a  condition  thereto,  the payment of a sum
         sufficient to reimburse it for any transfer tax incidental thereto.

                  viii.  Closing  of  Books.  The  Company  will not  close  its
         stockholder  books or records in any manner  which  prevents the timely
         exercise of this  Additional  Investment  Right,  pursuant to the terms
         hereof.

         f) Call  Provision.  Subject to the provisions of this Section 2(f), if
after the Effective Date the VWAP for each of 20  consecutive  Trading Days (the


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<PAGE>

"Measurement  Price",  which  period shall not have  commenced  until after such
anniversary  date) is greater than or equal to 160% of the then  Exercise  Price
(subject to adjustment as set forth herein) (the  "Threshold  Price"),  then the
Company  may, in its sole  discretion,  within ten Trading  Days of such period,
call for cancellation of all or any portion of this Additional  Investment Right
for  which a Notice  of  Exercise  has not yet been  delivered  (such  right,  a
"Call").  To exercise  this right,  the  Company  must  deliver to the Holder an
irrevocable written notice (a "Call Notice"),  indicating therein the portion of
unexercised  portion of this  Additional  Investment  Right to which such notice
applies.  If the conditions set forth below for such Call are satisfied from the
period from the date of the Call Notice  through and including the Call Date (as
defined below), then any portion of this Additional  Investment Right subject to
such Call  Notice for which a Notice of  Exercise  shall not have been  received
from and after the date of the Call Notice will be cancelled  at 6:30 p.m.  (New
York City  time) on the  tenth  Trading  Day  after the date the Call  Notice is
received by the Holder (such date, the "Call Date"). Any unexercised  portion of
this Additional  Investment Right to which the Call Notice does not pertain will
be unaffected by such Call Notice. In furtherance thereof, the Company covenants
and agrees that it will honor all Notices of Exercise with respect to Additional
Investment Right Shares subject to a Call Notice that are tendered from the time
of  delivery of the Call Notice  through  6:30 p.m.  (New York City time) on the
Call Date. The parties agree that any Notice of Exercise  delivered  following a
Call Notice shall first reduce to zero the number of Additional Investment Right
Shares  subject to such Call Notice prior to reducing the  remaining  Additional
Investment Right Shares available for purchase under this Additional  Investment
Right.  For example,  if (x) this Additional  Investment  Right then permits the
Holder to acquire 100  Additional  Investment  Right  Shares,  (y) a Call Notice
pertains to 75 Additional  Investment  Right Shares,  and (z) prior to 6:30 p.m.
(New York City time) on the Call Date the Holder tenders a Notice of Exercise in
respect of 50 Additional  Investment Right Shares, then (1) on the Call Date the
right under this Additional Investment Right to acquire 25 Additional Investment
Right Shares will be automatically  cancelled,  (2) the Company, in the time and
manner required under this  Additional  Investment  Right,  will have issued and
delivered to the Holder 50 Additional  Investment Right Shares in respect of the
exercises  following  receipt of the Call Notice,  and (3) the Holder may, until
the  Termination  Date,  exercise  this  Additional   Investment  Right  for  25
Additional Investment Right Shares (subject to adjustment as herein provided and
subject to subsequent  Call  Notices).  Subject again to the  provisions of this
Section 3(e), the Company may deliver subsequent Call Notices for any portion of
this Additional Investment Right for which the Holder shall not have delivered a
Notice of Exercise.  Notwithstanding  anything to the contrary set forth in this
Additional  Investment  Right,  the  Company  may not  deliver a Call  Notice or
require  the  cancellation  of this  Additional  Investment  Right (and any Call
Notice will be void),  unless,  from the beginning of the 20 consecutive Trading
Days used to determine whether the Common Stock has achieved the Threshold Price
through the Call Date, the Equity  Conditions have been met. The Company's right
to Call the  Additional  Investment  Right shall be exercised  ratably among the
Purchasers based on each  Purchaser's  initial purchase of Common Stock pursuant
to the Purchase Agreement.


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<PAGE>

         Section 3.   Certain Adjustments.

         a) Stock Dividends and Splits.  If the Company,  at any time while this
Additional  Investment  Right  is  outstanding:  (A)  pays a stock  dividend  or
otherwise make a distribution or  distributions on shares of its Common Stock or
any other  equity or equity  equivalent  securities  payable in shares of Common
Stock  (which,  for  avoidance of doubt,  shall not include any shares of Common
Stock issued by the Company pursuant to this Additional  Investment  Right), (B)
subdivides  outstanding  shares of Common Stock into a larger  number of shares,
(C) combines  (including  by way of reverse stock split)  outstanding  shares of
Common Stock into a smaller number of shares, or (D) issues by  reclassification
of shares of the Common Stock any shares of capital  stock of the Company,  then
in each case the Exercise  Price shall be  multiplied by a fraction of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the  number of shares of Common  Stock  outstanding  after such event and the
number of  Additional  Investment  Right Shares  issuable  upon exercise of this
Additional  Investment Right shall be proportionately  adjusted.  Any adjustment
made pursuant to this Section 3(a) shall become effective  immediately after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective date in the case of a subdivision, combination or re-classification.

         b) Intentionally Omitted.

         c) Pro Rata  Distributions.  If the  Company,  at any time prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the Additional  Investment  Rights)  evidences of its indebtedness or
assets or rights or  Additional  Investment  Rights to subscribe for or purchase
any  security  other than the Common  Stock  (which  shall be subject to Section
3(b)),  then in  each  such  case  the  Exercise  Price  shall  be  adjusted  by
multiplying  the Exercise Price in effect  immediately  prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a  fraction  of which the  denominator  shall be the VWAP  determined  as of the
record date mentioned  above,  and of which the numerator  shall be such VWAP on
such record  date less the then per share fair market  value at such record date
of the  portion  of such  assets or  evidence  of  indebtedness  so  distributed
applicable  to one  outstanding  share of the Common Stock as  determined by the
Board of  Directors  in good  faith.  In either  case the  adjustments  shall be
described  in a  statement  provided  to the Holders of the portion of assets or
evidences of indebtedness so distributed or such subscription  rights applicable
to one share of Common Stock.  Such  adjustment  shall be made whenever any such
distribution  is made and shall become  effective  immediately  after the record
date mentioned above.

         d) Calculations. All calculations under this Section 3 shall be made to
the  nearest  cent or the  nearest  1/100th of a share,  as the case may be. For
purposes of this Section 3, the number of shares of Common Stock  outstanding as
of a given  date  shall be the sum of the  number  of  shares  of  Common  Stock
(excluding treasury shares, if any) outstanding.


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<PAGE>

         e) Notice to Holders.

i.       Adjustment to Exercise  Price.  Whenever the Exercise Price is adjusted
         pursuant to this  Section 3, the Company  shall  promptly  mail to each
         Holder a notice setting forth the Exercise Price after such  adjustment
         and  setting  forth a  brief  statement  of the  facts  requiring  such
         adjustment.

                  ii.  Notice to Allow  Exercise  by Holder.  If (A) the Company
         shall  declare a  dividend  (or any other  distribution)  on the Common
         Stock;  (B) the  Company  shall  declare  a special  nonrecurring  cash
         dividend on or a redemption of the Common Stock;  (C) the Company shall
         authorize  the  granting to all holders of the Common  Stock  rights or
         Additional Investment Rights to subscribe for or purchase any shares of
         capital  stock of any class or of any rights;  (D) the  approval of any
         stockholders  of the Company shall be required in  connection  with any
         reclassification  of the Common Stock,  any  consolidation or merger to
         which  the  Company  is a  party,  any  sale  or  transfer  of  all  or
         substantially all of the assets of the Company, of any compulsory share
         exchange  whereby the Common Stock is converted into other  securities,
         cash or property;  (E) the Company  shall  authorize  the  voluntary or
         involuntary  dissolution,  liquidation  or winding up of the affairs of
         the Company;  then, in each case,  the Company shall cause to be mailed
         to the  Holder  at its  last  addresses  as it  shall  appear  upon the
         Additional  Investment  Right  Register  of the  Company,  at  least 20
         calendar  days  prior  to  the  applicable  record  or  effective  date
         hereinafter  specified, a notice stating (x) the date on which a record
         is  to be  taken  for  the  purpose  of  such  dividend,  distribution,
         redemption,  rights or Additional  Investment Rights, or if a record is
         not to be taken,  the date as of which the holders of the Common  Stock
         of record to be entitled to such dividend,  distributions,  redemption,
         rights or Additional  Investment Rights are to be determined or (y) the
         date on  which  such  reclassification,  consolidation,  merger,  sale,
         transfer or share  exchange is expected to become  effective  or close,
         and the date as of which it is  expected  that  holders  of the  Common
         Stock of record  shall be  entitled  to  exchange  their  shares of the
         Common Stock for securities,  cash or other property  deliverable  upon
         such reclassification,  consolidation,  merger, sale, transfer or share
         exchange;  provided, that the failure to mail such notice or any defect
         therein or in the mailing  thereof shall not affect the validity of the
         corporate action required to be specified in such notice. The Holder is
         entitled to exercise this Additional Investment Right during the 20-day
         period  commencing the date of such notice to the effective date of the
         event triggering such notice

         f)  Fundamental  Transaction.  If, at any time  while  this  Additional
Investment  Right  is  outstanding,  (A)  the  Company  effects  any  merger  or
consolidation  of the Company with or into another Person,  in which the Company
is not the surviving  entity,  or the Company's then existing  shareholders will
own less than 51% of the surviving  entity,  (B) the Company effects any sale of
all  or  substantially  all  of  its  assets  in  one  or a  series  of  related


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<PAGE>

transactions,  (C) 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 (D) 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, upon any subsequent conversion of this
Additional  Investment  Right,  the Holder shall have the right to receive,  for
each Additional  Investment  Right Share that would have been issuable upon such
exercise absent such Fundamental  Transaction,  at the option of the Holder, (a)
upon  exercise  of this  Additional  Investment  Right,  the number of shares of
Common Stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Alternate Consideration receivable upon or as
a result of such  reorganization,  reclassification,  merger,  consolidation  or
disposition  of assets by a Holder of the  number of shares of Common  Stock for
which this Additional Investment Right is exercisable  immediately prior to such
event  or (b)  only  in  the  event  the  Company  is  acquired  in an all  cash
acquisition,  cash  equal to the value of this  Additional  Investment  Right as
determined in accordance  with the  Black-Scholes  option  pricing  formula (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 Additional Investment Right following such
Fundamental  Transaction.  To the extent  necessary to effectuate  the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction  shall  issue  to  the  Holder  a new  Additional  Investment  Right
consistent  with the foregoing  provisions  and evidencing the Holder's right to
exercise such Additional Investment Right into Alternate  Consideration upon the
payment  thereof.  The terms of any  agreement  pursuant to which a  Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (f) and
insuring  that  this  Additional  Investment  Right  (or  any  such  replacement
security) will be similarly adjusted upon any subsequent  transaction  analogous
to a Fundamental Transaction.

         g) Exempt  Issuance.  Notwithstanding  the foregoing,  no  adjustments,
Alternate  Consideration  nor notices  shall be made,  paid or issued under this
Section 3 in respect of an Exempt Issuance.

         h) Voluntary  Adjustment By Company. The Company may at any time during
the term of this Additional  Investment  Right reduce the then current  Exercise
Price to any amount and for any period of time deemed  appropriate  by the Board
of Directors of the Company.


                                       9
<PAGE>

         Section 4.   Transfer of Additional Investment Right.

         a)   Transferability.   Subject  to  compliance   with  any  applicable
securities  laws and the  conditions  set forth in Sections 5(a) and 4(d) hereof
and to the provisions of Section 4.1 of the Purchase Agreement,  this Additional
Investment Right and all rights hereunder are transferable, in whole or in part,
upon surrender of this Additional  Investment  Right at the principal  office of
the Company,  together with a written  assignment of this Additional  Investment
Right  substantially  in the form attached hereto duly executed by the Holder or
its agent or attorney and funds  sufficient  to pay any transfer  taxes  payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment, the Company shall execute and deliver a new Additional Investment Right
or Additional  Investment Rights in the name of the assignee or assignees and in
the  denomination or  denominations  specified in such instrument of assignment,
and shall issue to the assignor a new Additional Investment Right evidencing the
portion of this Additional Investment Right not so assigned, and this Additional
Investment Right shall promptly be cancelled.  A Additional Investment Right, if
properly  assigned,  may be  exercised  by a new  holder  for  the  purchase  of
Additional  Investment  Right Shares without having a new Additional  Investment
Right issued.

         b) New Additional  Investment Rights. This Additional  Investment Right
may be  divided  or  combined  with  other  Additional  Investment  Rights  upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and  denominations  in which new Additional
Investment  Rights  are to be  issued,  signed  by the  Holder  or its  agent or
attorney.  Subject to compliance with Section 4(a), as to any transfer which may
be  involved in such  division or  combination,  the Company  shall  execute and
deliver a new Additional  Investment  Right or Additional  Investment  Rights in
exchange for the Additional  Investment Right or Additional Investment Rights to
be divided or combined in accordance with such notice.

         c) Additional  Investment  Right  Register.  The Company shall register
this Additional  Investment  Right, upon records to be maintained by the Company
for that purpose (the "Additional  Investment Right  Register"),  in the name of
the record Holder  hereof from time to time.  The Company may deem and treat the
registered  Holder of this  Additional  Investment  Right as the absolute  owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.

         d)  Transfer  Restrictions.  If, at the time of the  surrender  of this
Additional  Investment  Right in connection with any transfer of this Additional
Investment Right, the transfer of this Additional  Investment Right shall not be
registered pursuant to an effective  registration statement under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require,  as a  condition  of  allowing  such  transfer  (i) that the  Holder or
transferee of this Additional  Investment  Right, as the case may be, furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions) to the effect that such transfer may be made without  registration
under the Securities Act and under applicable state securities or blue sky laws,
(ii) that the  holder or  transferee  execute  and  deliver  to the  Company  an


                                       10
<PAGE>

investment letter in form and substance acceptable to the Company and (iii) that
the transferee be an "accredited investor" as defined in Rule 501(a)(1), (a)(2),
(a)(3),  (a)(7),  or (a)(8)  promulgated under the Securities Act or a qualified
institutional buyer as defined in Rule 144A(a) under the Securities Act.

         Section 5.   Miscellaneous.

         a) Title to Additional  Investment Right. Prior to the Termination Date
and subject to compliance  with applicable laws and Section 4 of this Additional
Investment Right, this Additional  Investment Right and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder  in  person  or by  duly  authorized  attorney,  upon  surrender  of this
Additional  Investment  Right together with the  Assignment  Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

         b) No Rights as Shareholder Until Exercise.  This Additional Investment
Right does not  entitle  the Holder to any  voting  rights or other  rights as a
shareholder of the Company prior to the exercise  hereof.  Upon the surrender of
this  Additional  Investment  Right and the  payment of the  aggregate  Exercise
Price,  the  Additional  Investment  Right Shares so  purchased  shall be and be
deemed to be issued to such Holder as the record  owner of such shares as of the
close of business on the later of the date of such surrender or payment.

         c) Loss,  Theft,  Destruction  or Mutilation  of Additional  Investment
Right.  The  Company  covenants  that upon  receipt by the  Company of  evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this  Additional  Investment  Right or any  stock  certificate  relating  to the
Additional  Investment Right Shares,  and in case of loss, theft or destruction,
of indemnity or security  reasonably  satisfactory to it (which,  in the case of
the Additional Investment Right, shall not include the posting of any bond), and
upon surrender and  cancellation  of such Additional  Investment  Right or stock
certificate,  if mutilated,  the Company will make and deliver a new  Additional
Investment  Right  or  stock  certificate  of like  tenor  and  dated as of such
cancellation, in lieu of such Additional Investment Right or stock certificate.

         d) Saturdays,  Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         e) Authorized Shares.

                  The Company  covenants  that during the period the  Additional
         Investment  Right is  outstanding,  it will reserve from its authorized
         and unissued Common Stock a sufficient  number of shares to provide for
         the  issuance  of the  Additional  Investment  Right  Shares  upon  the
         exercise of any purchase rights under this Additional Investment Right.
         The Company  further  covenants  that its  issuance of this  Additional
         Investment  Right shall  constitute  full authority to its officers who


                                       11
<PAGE>

         are charged with the duty of executing  stock  certificates  to execute
         and issue the  necessary  certificates  for the  Additional  Investment
         Right  Shares  upon the  exercise  of the  purchase  rights  under this
         Additional  Investment Right. The Company will take all such reasonable
         action as may be  necessary to assure that such  Additional  Investment
         Right Shares may be issued as provided herein without  violation of any
         applicable law or  regulation,  or of any  requirements  of the Trading
         Market upon which the Common Stock may be listed.

                  Except  and to the  extent as waived  or  consented  to by the
         Holder,  the  Company  shall  not by  any  action,  including,  without
         limitation,  amending its certificate of  incorporation  or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities  or any other  voluntary  action,  avoid or
         seek to avoid the observance or performance of any of the terms of this
         Additional Investment Right, but will at all times in good faith assist
         in the  carrying  out of all such  terms and in the  taking of all such
         actions as may be  necessary  or  appropriate  to protect the rights of
         Holder  as set  forth  in  this  Additional  Investment  Right  against
         impairment.  Without  limiting the  generality  of the  foregoing,  the
         Company  will  (a)  not  increase  the  par  value  of  any  Additional
         Investment  Right Shares above the amount  payable  therefor  upon such
         exercise  immediately prior to such increase in par value, (b) take all
         such  action  as may be  necessary  or  appropriate  in order  that the
         Company  may validly  and  legally  issue fully paid and  nonassessable
         Additional Investment Right Shares upon the exercise of this Additional
         Investment Right, and (c) use commercially reasonable efforts to obtain
         all  such  authorizations,  exemptions  or  consents  from  any  public
         regulatory  body having  jurisdiction  thereof as may be  necessary  to
         enable the Company to perform  its  obligations  under this  Additional
         Investment Right.

                  Before  taking any action which would result in an  adjustment
         in the  number of  Additional  Investment  Right  Shares for which this
         Additional  Investment  Right is exercisable or in the Exercise  Price,
         the Company shall obtain all such authorizations or exemptions thereof,
         or consents  thereto,  as may be necessary  from any public  regulatory
         body or bodies having jurisdiction thereof.

         f) Jurisdiction.  All questions concerning the construction,  validity,
enforcement  and  interpretation  of this Additional  Investment  Right shall be
determined in accordance with the provisions of the Purchase Agreement.

         g) Restrictions. The Holder acknowledges that the Additional Investment
Right Shares acquired upon the exercise of this Additional  Investment Right, if
not registered,  will have restrictions upon resale imposed by state and federal
securities laws.

         h) Nonwaiver and Expenses. No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such  right or  otherwise  prejudice  Holder's  rights,  powers or  remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this Additional  Investment  Right,  which results in any material damages to


                                       12
<PAGE>

the Holder,  the Company shall pay to Holder such amounts as shall be sufficient
to cover  any costs and  expenses  including,  but not  limited  to,  reasonable
attorneys' fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise  enforcing any of its
rights, powers or remedies hereunder.

         i) Notices. Any notice, request or other document required or permitted
to be given or  delivered  to the Holder by the Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

         j) Limitation of Liability.  No provision hereof, in the absence of any
affirmative  action by Holder to exercise this  Additional  Investment  Right or
purchase  Additional  Investment Right Shares,  and no enumeration herein of the
rights or privileges  of Holder,  shall give rise to any liability of Holder for
the  purchase  price of any Common  Stock or as a  stockholder  of the  Company,
whether  such  liability  is  asserted  by the  Company or by  creditors  of the
Company.

         k)  Remedies.  Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Additional  Investment Right. The
Company agrees that monetary damages would not be adequate  compensation for any
loss incurred by reason of a breach by it of the  provisions of this  Additional
Investment  Right and  hereby  agrees to waive the  defense  in any  action  for
specific performance that a remedy at law would be adequate.

         l) Successors and Assigns.  Subject to applicable securities laws, this
Additional  Investment  Right and the rights and  obligations  evidenced  hereby
shall inure to the benefit of and be binding upon the  successors of the Company
and the  successors  and  permitted  assigns of Holder.  The  provisions of this
Additional  Investment  Right are  intended to be for the benefit of all Holders
from time to time of this Additional  Investment  Right and shall be enforceable
by any such Holder or holder of Additional Investment Right Shares.

         m)  Amendment.  This  Additional  Investment  Right may be  modified or
amended or the provisions  hereof waived with the written consent of the Company
and the Holder.

         n) Severability.  Wherever possible,  each provision of this Additional
Investment  Right shall be  interpreted  in such manner as to be  effective  and
valid under  applicable law, but if any provision of this Additional  Investment
Right shall be  prohibited by or invalid under  applicable  law, such  provision
shall be  ineffective to the extent of such  prohibition or invalidity,  without
invalidating  the remainder of such  provisions  or the remaining  provisions of
this Additional Investment Right.

         o) Headings.  The headings used in this Additional Investment Right are
for the convenience of reference only and shall not, for any purpose,  be deemed
a part of this Additional Investment Right.

                              ********************


                                       13
<PAGE>

                  IN WITNESS  WHEREOF,  the Company  has caused this  Additional
Investment Right to be executed by its officer thereunto duly authorized.


Dated:  September  __, 2004

                                        RCG COMPANIES INCORPORATED


                                        By:
                                            ------------------------------
                                            Name:
                                            Title:





                                       14
<PAGE>

                               NOTICE OF EXERCISE

To:  RCG Companies Incorporated


         (1) The  undersigned  hereby  elects to  purchase  ________  Additional
Investment  Right  Shares of the Company  pursuant to the terms of the  attached
Additional  Investment  Right (only if exercised in full),  and tenders herewith
payment of the exercise  price in full,  together with all  applicable  transfer
taxes, if any.

         (2) Payment shall take the form of lawful money of the United States.

         (3)  Please  issue a  certificate  or  certificates  representing  said
Additional  Investment  Right Shares in the name of the  undersigned  or in such
other name as is specified below:

                    ----------------------------------------

The Additional Investment Right Shares shall be delivered to the following:

                    ----------------------------------------

                    ----------------------------------------

                    ----------------------------------------

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                                            [PURCHASER]


                                            By:
                                                -------------------------------
                                                Name:
                                                Title:

                                            Dated:
                                                   ----------------------------


<PAGE>

                                 ASSIGNMENT FORM

          (To assign the foregoing Additional Investment Right, execute
                   this form and supply required information.
       Do not use this form to exercise the Additional Investment Right.)


                  FOR VALUE RECEIVED,  the foregoing Additional Investment Right
and all rights evidenced thereby are hereby assigned to


_______________________________________________ whose address is

__________________________________________________________________.


__________________________________________________________________

                                                 Dated:  ______________, _______


                  Holder's Signature: ________________________

                  Holder's Address:   ________________________

                                      ________________________

Signature Guaranteed:  _______________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Additional  Investment Right,  without  alteration or
enlargement or any change whatsoever,  and must be guaranteed by a bank or trust
company.  Officers of  corporations  and those  acting in a  fiduciary  or other
representative  capacity  should file proper evidence of authority to assign the
foregoing Additional Investment Right.