<PAGE>

                                  EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement") is made as of June 30, 2000, by and between Pinnacle Global Group,
Inc., a Texas corporation (the"Company"), and Arnold J. Barton, Richard D.
Grimes, Jack D. Seibald, Allison Weiss, Deborah Weiss, Neil Lauro, and John
Conlon ("Shareholders").

         WHEREAS, on the date hereof, the Company, the Shareholders (as the
former shareholders of Blackford Securities Corporation), Sanders Morris Harris,
Inc. ("SMH"), and Blackford Securities Corporation ("BSC") have entered into
that certain Merger Agreement pursuant to which BSC was merged with and into
SMH, and by virtue of such merger, the Company became the owner of all of the
outstanding capital stock of BSC, and the Shareholders received, in partial
consideration for their shares in BSC, an aggregate of 1,000,000 shares of
Common Stock, $.01 par value, of the Company (the "Shares");

         WHEREAS, the consummation of the Merger Agreement was conditioned upon
the parties entering into this Agreement, pursuant to which the Shareholders
agree not to sell the Shares until after June 30, 2001, and pursuant to which
the Company agrees, to grant certain registration rights with respect to the
Shares, not to be effective, however, until after June 30, 2001;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

         "REGISTRABLE SECURITIES" shall mean (i) the Shares; and (ii) any Common
Stock issued or issuable at any time or from time to time in respect of the
Shares upon a conversion stock split, stock dividend, recapitalization or other
similar event involving the Company.

         The terms "REGISTER", "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering by the
Commission of the effectiveness of such registration statement.

         "REGISTRATION EXPENSES" shall mean all expenses, other than Selling
Expenses (as defined below), incurred by the Company in complying with this
Registration Rights Agreement, including, without limitation, all registration,
qualification and filing fees, exchange listing fees, printing expenses, escrow
fees, fees and disbursements of counsel for the Company, blue sky fees and
expenses, the expense of any special


                                      -1-
<PAGE>

audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the holders of the Registrable Securities and, except as set forth above, all
fees and disbursements of counsel for such holders.

         "SHAREHOLDERS" shall mean Arnold J. Barton, Richard D. Grimes, Jack D.
Seibald, Allison Weiss, Deborah Weiss, Neil Lauro, and John Conlon.

         "UNDERWRITTEN PUBLIC OFFERING" shall mean a public offering in which
the Common Stock is offered and sold on a firm commitment basis through one or
more underwriters, all pursuant to (i) an effective registration statement under
the Securities Act and (ii) an underwriting agreement between the Company and
such underwriters.

                                   ARTICLE II

                                LOCK-UP AGREEMENT

         2.1 LOCK-UP. Each of the Shareholders hereby covenant and agree, upon
behalf of themselves and their heirs, that from the date hereof through June 30,
2001, each such Shareholder shall not, directly or indirectly, sell, convey,
pledge, transfer, or assign any of the Shares.

                                   ARTICLE III

                               REGISTRATION RIGHTS

         3.1      PIGGYBACK REGISTRATION.

                  3.1.1 Subject to the terms hereof, if at any time or from time
         to time (but in no event before June 30, 2001) the Company shall
         determine to register any of its securities (except for registration
         statements relating to employee benefit plans or exchange offers),
         either for its own account or the account of a security holder, the
         Company will promptly give to the holders of Registrable Securities
         written notice thereof no less the 30 days prior to the filing of any
         registration statement; and include in such registration (and any
         related qualification under blue sky laws or other compliance), and in
         the underwriting involved therein, if any, such Registrable Securities
         as such holders may request in a writing delivered to the Company
         within 20 days after the holders' receipt of Company's written notice.

                  3.1.2 The holders of Registrable Securities may participate in
         any number of registrations until all of the Shares held by holders of
         Registrable Securities have been registered or until the Shares are
         transferable without restriction pursuant to Rule 144 under the
         Securities Act.

                  3.1.3 If any registration statement is an Underwritten Public
         Offering, the right of holders of Registrable Securities to
         registration pursuant to this Section shall be conditioned upon each
         such


                                      -2-
<PAGE>

         holder's participation in such reasonable underwriting arrangements as
         the Company shall make regarding the offering, and the inclusion of
         Registrable Securities in the underwriting shall be limited to the
         extent provided herein. Holders of Registrable Securities and all other
         shareholders proposing to distribute their securities through such
         underwriting shall (together with the Company and the other holders
         distributing their securities through such underwriting) enter into an
         underwriting agreement in customary form with the managing underwriter
         selected for such underwriting by the Company. Notwithstanding any
         other provision of this Section, if the managing underwriter concludes
         in its reasonable judgment that the number of shares to be registered
         for selling shareholders (including the holders of Registrable
         Securities) would materially adversely effect such offering, the number
         of Shares to be registered, together with the number of shares of
         Common Stock or other securities held by other shareholders proposed to
         be registered in such offering, shall be reduced on a pro rata basis
         based on the number of Shares proposed to be sold by the holders of
         Registrable Securities as compared to the number of shares proposed to
         be sold by all shareholders. If any holder of Registrable Securities
         disapproves of the terms of any such underwriting, it may elect to
         withdraw therefrom by written notice to the Company and the managing
         underwriter, delivered not less than 10 days before the effective date.
         The Registrable Securities excluded by the managing underwriter or
         withdrawn from such underwriting shall be withdrawn from such
         registration, and shall not be transferred in a public distribution
         prior to 120 days after the effective date of the registration
         statement relating thereto, or such other shorter period of time as the
         underwriters may require.

                  3.1.4 The Company shall have the right to terminate or
         withdraw any registration initiated by it under this Section prior to
         the effectiveness of such registration whether or not the holders of
         Registrable Securities have elected to include securities in such
         registration.

         3.2 EXPENSES OF REGISTRATION. All Registration Expenses shall be borne
by the Company. Unless otherwise stated herein, all Selling Expenses relating to
securities registered on behalf of the holders of Registrable Securities shall
be borne by the holders of Registrable Securities.

         3.3 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this
Registration Rights Agreement, the Company will keep the holders of Registrable
Securities advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. At its expense,
the Company will:

                  3.3.1 Prepare and file with the Commission a registration
         statement with respect to such securities and use its commercially
         reasonable efforts to cause such registration statement to become and
         remain effective until the distribution described in such registration
         statement has been completed;

                  3.3.2 Furnish to each underwriter such number of copies of a
         prospectus, including a preliminary prospectus, in conformity with the
         requirements of the Securities Act, and such other documents as such
         underwriter may reasonably request in order to facilitate the public
         sale of the shares by such underwriter, and promptly furnish to each
         underwriter and the holders of Registrable Securities notice of any
         stop-order or similar notice issued by the Commission or any state
         agency charged with the regulation of securities, and notice of any
         Nasdaq or securities exchange listing; and


                                      -3-
<PAGE>

                  3.3.3 Cause the Shares to be listed on the Nasdaq National
         Market System or a securities exchange on which the Common Stock is
         approved for listing.

         3.4 INDEMNIFICATION.

                  3.4.1 To the extent permitted by law, the Company will
         indemnify each holder of Registrable Securities, each of its officers
         and directors and partners, and each person controlling such holder
         within the meaning of Section 15 of the Securities Act, with respect to
         which registration, qualification or compliance has been effected
         pursuant to this Agreement, and each underwriter, if any, and each
         person who controls any underwriter within the meaning of Section 15 of
         the Securities Act, against all expenses, claims, losses, damages or
         liabilities (or actions in respect thereof), including any of the
         foregoing incurred in settlement of any litigation, commenced or
         threatened, to the extent such expenses, claims, losses, damages or
         liabilities arise out of or are based on any untrue statement (or
         alleged untrue statement) of a material fact contained in any
         registration statement, prospectus, offering circular or other similar
         document, or any amendment or supplement thereto, incident to any such
         registration, qualification or compliance, or based on any omission (or
         alleged omission) to state therein a material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances in which they were made, not misleading, or any
         violation by the Company of the Securities Act or any rule or
         regulation promulgated under the Securities Act applicable to the
         Company in connection with any such registration, qualification or
         compliance, and the Company will reimburse each holder of Registrable
         Securities, each of its officers and directors and partners, and each
         person controlling each holder of Registrable Securities, each such
         underwriter and each person who controls any such underwriter, for any
         legal and any other expenses reasonably incurred in connection with
         investigating, preparing or defending any such claim, loss, damage,
         liability or action; provided, however, that the indemnity contained
         herein shall not apply to amounts paid in settlement of any claim,
         loss, damage, liability or expense if settlement is effected without
         the consent of the Company (which consent shall not unreasonably be
         withheld); provided, further, that the Company will not be liable in
         any such case to the extent that any such claim, loss, damage,
         liability or expense arises out of or is based on any untrue statement
         or omission or alleged untrue statement or omission, made in reliance
         upon and in conformity with written information furnished to the
         Company by a holder of Registrable Securities, such controlling person
         or such underwriter specifically for use therein; provided, however,
         that the indemnity contained herein shall not apply to amounts paid in
         settlement of any claim, loss, damage, liability, or expense if
         settlement is effected without the consent of such holder of
         Registrable Securities (which consent shall not be unreasonably
         withheld). Notwithstanding the foregoing, insofar as the foregoing
         indemnity relates to any such untrue statement (or alleged untrue
         statement) or omission (or alleged omission) made in the preliminary
         prospectus but eliminated or remedied in the amended prospectus on file
         with the Commission at the time the registration statement becomes
         effective or in the final prospectus filed with the Commission pursuant
         to the applicable rules of the Commission or in any supplement or
         addendum thereto, the indemnity agreement herein shall not inure to the
         benefit of any underwriter if a copy of the final prospectus filed
         pursuant to such rules, together with all supplements and addenda
         thereto, was not furnished to the person or entity asserting the loss,
         liability, claim or damage at or prior to the time such furnishing is
         required by the Securities Act.

                  3.4.2 To the extent permitted by law, each holder of
         Registrable Securities will, if securities held by such holder are
         included in the securities as to which such registration, qualification
         or compliance is being effected pursuant to terms hereof, indemnify the
         Company, each


                                      -4-
<PAGE>

         of its directors and officers, each underwriter, if any, of the
         Company's securities covered by such a registration statement, each
         person who controls the Company or such underwriter within the meaning
         of Section 15 of the Securities Act, and each other person selling the
         Company's securities covered by such registration statement, each of
         such person's officers and directors and each person controlling such
         persons within the meaning of Section 15 of the Securities Act, against
         all claims, losses, damages and liabilities (or actions in respect
         thereof) arising out of or based on any untrue statement (or alleged
         untrue statement) of a material fact contained in any such registration
         statement, prospectus, offering circular or other document, or any
         omission (or alleged omission) to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any violation by a holder of Registrable
         Securities of any rule or regulation promulgated under the Securities
         Act applicable to holders of Registrable Securities and relating to
         action or inaction required of holders of Registrable Securities in
         connection with any such registration, qualification or compliance, and
         will reimburse the Company, such other persons, such directors,
         officers, persons, underwriters or control persons for any legal or
         other expenses reasonably incurred in connection with investigating or
         defending any such claim, loss, damage, liability or action, in each
         case to the extent, but only to the extent, that such untrue statement
         (or alleged untrue statement) or omission (or alleged omission) is made
         in such registration statement, prospectus, offering circular or other
         document in reliance upon and in conformity with written information
         furnished to the Company by such holder of Registrable Securities
         specifically for use therein; provided, however, that the indemnity
         contained herein shall not apply to amounts paid in settlement of any
         claim, loss, damage, liability or expense if settlement is effected
         without the consent of such holder of Registrable Securities (which
         consent shall not be unreasonably withheld). Notwithstanding the
         foregoing, the liability of such holder of Registrable Securities under
         this subsection (b) shall be limited in an amount equal to the net
         proceeds from the sale of the shares sold by such holder of Registrable
         Securities, unless such liability arises out of or is based on willful
         conduct by such holder of Registrable Securities. In addition, insofar
         as the foregoing indemnity relates to any such untrue statement (or
         alleged untrue statement) or omission (or alleged omission) made in the
         preliminary prospectus but eliminated or remedied in the amended
         prospectus on file with the Commission at the time the registration
         statement becomes effective or in the final prospectus filed pursuant
         to applicable rules of the Commission or in any supplement or addendum
         thereto, the indemnity agreement herein shall not inure to the benefit
         of the Company or any underwriter, if a copy of the final prospectus
         filed pursuant to such rules, together with all supplements and addenda
         thereto, was not furnished to the person or entity asserting the loss,
         liability, claim or damage at or prior to the time such furnishing is
         required by the Securities Act.

                  3.4.3 Notwithstanding the foregoing paragraphs (a) and (b) of
         this Section, each party entitled to indemnification under this Section
         (the "Indemnified Party") shall give notice to the party required to
         provide indemnification (the "Indemnifying Party") promptly after such
         Indemnified Party has actual knowledge of any claim as to which
         indemnity may be sought, and shall permit the Indemnifying Party to
         assume the defense of any such claim or any litigation resulting
         therefrom, provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or litigation, shall be approved by
         the Indemnified Party (whose approval shall not unreasonably be
         withheld), and the Indemnified Party may participate in such defense at
         such party's expense, and provided further that the failure of any
         Indemnified Party to give notice as provided herein shall not relieve
         the Indemnifying Party of its obligations under this Agreement unless
         the failure to give such notice is materially prejudicial to an
         Indemnifying Party's ability to defend such action and provided
         further, that the Indemnifying Party shall not assume the defense for
         matters as to which there is a


                                      -5-
<PAGE>

         conflict of interest or as to which the Indemnifying Party is asserting
         separate or different defenses, which defenses are inconsistent with
         the defenses of the Indemnified Party. No Indemnifying Party, in the
         defense of any such claim or litigation, shall, except with the consent
         of each Indemnified Party, consent to entry of any judgment or enter
         into any settlement which does not include as an unconditional term
         thereof the giving by the claimant or plaintiff to such Indemnified
         Party of a release from all liability in respect to such claim or
         litigation. No Indemnified Party shall consent to entry of any judgment
         or enter into any settlement without the consent of each Indemnifying
         Party.

                  3.4.5 If the indemnification provided for in this Section is
         unavailable to an Indemnified Party in respect of any losses, claims,
         damages or liabilities referred to therein, then each Indemnifying
         Party, in lieu of indemnifying such Indemnified Party, shall contribute
         to the amount paid or payable by such Indemnified Party as a result of
         such losses, claims, damages or liabilities (i) in such proportion as
         is appropriate to reflect the relative benefits received by the Company
         on the one hand and all shareholders offering securities in the
         offering (the "Selling Security Holders") on the other from the
         offering of the Company's securities, or (ii) if the allocation
         provided by clause (i) above is not permitted by applicable law, in
         such proportion as is appropriate to reflect not only the relative
         benefits referred to in clause (i) above but also the relative fault of
         the Company on the one hand and the Selling Security Holders on the
         other in connection with the statements or omissions which resulted in
         such losses, claims, damages or liabilities, as well as any other
         relevant equitable considerations. The relative benefits received by
         the Company on the one hand and the Selling Security Holders on the
         other shall be the net proceeds from the offering (before deducting
         expenses) received by the Company on the one hand and the Selling
         Security Holders on the other. The relative fault of the Company on the
         one hand and the Selling Security Holders on the other shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of material fact or the omission or alleged
         omission to state a material fact relates to information supplied by
         the Company or by the Selling Security Holders and the parties'
         relevant intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The Company and the
         Selling Security Holders agree that it would not be just and equitable
         if contribution pursuant to this Section were based solely upon the
         number of entities from whom contribution was requested or by any other
         method of allocation which does not take account of the equitable
         considerations referred to above in this Section. The amount paid or
         payable by an Indemnified Party as a result of the losses, claims,
         damages and liabilities referred to above in this Section shall be
         deemed to include any legal or other expenses reasonably incurred by
         such Indemnified Party in connection with investigating or defending
         any such action or claim, subject to the provisions hereof.
         Notwithstanding the provisions of this Section, no Selling Shareholder
         shall be required to contribute any amount or make any other payments
         under this Agreement which in the aggregate exceed the proceeds
         received by such Selling Shareholder. No person guilty of fraudulent
         misrepresentation (within the meaning of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation.


                                      -6-
<PAGE>

         3.5 CERTAIN INFORMATION.

                  3.5.1 The holders of Registrable Securities agree, with
         respect to any Registrable Securities included in any registration, to
         furnish to the Company such information regarding such holder, the
         Registrable Securities and the distribution proposed by the such holder
         as the Company may reasonably request in writing and as shall be
         required in connection with any registration, qualification or
         compliance referred to herein.

                  3.5.2 The failure of the holder of Registrable Securities to
         furnish the information requested pursuant to Section 2.7.1 shall not
         affect the obligation of the Company to the other Selling Security
         Holders who furnish such information unless, in the reasonable opinion
         of counsel to the Company or the underwriters, such failure impairs or
         may impair the legality of the Registration Statement or the underlying
         offering.

         3.6 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of Restricted Securities (used herein as defined in Rule 144 under the
Securities Act) to the public without registration, the Company agrees to use
its best lawful efforts to:

                  3.6.1 Make and keep public information available, as those
         terms are understood and defined in Rule 144 under the Securities Act,
         at all times during which the Company is subject to the reporting
         requirements of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act");

                  3.6.2 File with the Commission in a timely manner all reports
         and other documents required of the Company under the Securities Act
         and the Exchange Act (at all times during which the Company is subject
         to such reporting requirements); and

                  3.6.3 So long as any holder of Registrable Securities owns any
         Restricted Securities (as defined in Rule 144 promulgated under the
         Securities Act), to furnish to such holder forthwith upon request a
         written statement by the Company as to its compliance with the
         reporting requirements of said Rule 144 and with regard to the
         Securities Act and the Exchange Act (at all times during which the
         Company is subject to such reporting requirements), a copy of the most
         recent annual or quarterly report of the Company, and such other
         reports and documents of the Company and other information in the
         possession of or reasonably obtainable by the Company as such holder of
         Registrable Securities may reasonably request in availing itself of any
         rule or regulation of the Commission allowing such holder to sell any
         such securities without registration.

         3.7 TRANSFERABILITY. The rights conferred by this Agreement shall be
freely transferable to a recipient of Registrable Securities.

         3.8 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of Texas.

         3.9 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subject hereof. This Agreement, or any provision hereof, may be amended, waived,
discharged or terminated upon the written consent of the Company and the
Purchaser.


                                      -7-
<PAGE>

         3.10 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger
including Federal Express or similar courier service, addressed (a) if to the
Shareholders, to: c/o Arnold J. Barton, 1010 Frankline Ave., Suite 303, Garden
City, New York 11530, or at such other address as the Shareholders shall have
furnished to the Company in writing, or (b) if to the Company: to Pinnacle
Global Group, Inc., 5599 San Felipe, Suite 555, Houston, Texas 77056, or at such
other address as the Company shall have furnished to the Purchaser with a copy
to Robert C. Beasley, Ryan & Sudan, L.L.P., 909 Fannin, 39th Floor, Houston,
Texas 77010. Each such notice or other communication shall for all purposes of
this Agreement be treated as effective upon receipt.

         3.11 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party to this Agreement, shall be cumulative and not alternative.

         3.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

         3.13 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.

         3.14 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.


                                      -8-
<PAGE>

                          THE COMPANY'S SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company has executed this agreement effective
upon the date first set forth above.

                           PINNACLE GLOBAL GROUP, INC.



                           By:     /s/   ROBERT E. GARRISON II
                              --------------------------------
                           Name: Robert E. Garrison II
                           Title: President


                                      -9-
<PAGE>

                        THE SHAREHOLDERS' SIGNATURE PAGE

         IN WITNESS WHEREOF, the Shareholders have signed this Agreement as of
the date first written above.



                                       /s/  ARNOLD J. BARTON
                                   -------------------------------
                                   Arnold J. Barton


                                       /s/  RICHARD D. GRIMES
                                   -------------------------------
                                   Richard D. Grimes


                                       /s/  JACK D. SEIBALD
                                   -------------------------------
                                   Jack D. Seibald


                                       /s/  ALLISON WIESS
                                   -------------------------------
                                   Allison Weiss


                                       /s/  DEBORAH WEISS
                                   -------------------------------
                                   Deborah Weiss


                                       /s/  NEIL LAURO
                                   -------------------------------
                                   Neil Lauro


                                       /s/  JOHN CONLON
                                   -------------------------------
                                   John Conlon


                                      -10-