Exhibit 4.5

                  REGISTRATION  RIGHTS  AGREEMENT  dated as of  November 1, 1999
(the "Agreement"), by and among:

         (i)      THCG,  Inc., a Utah  corporation  and formerly known as Walnut
Financial Services, Inc. (the "Company"); and

         (ii)     the parties listed as purchasers on the signature pages hereof
(each a "Purchaser" and, collectively, the "Purchasers").

                              W I T N E S S E T H:

                  The Company and  Purchasers  have  entered  into a  Securities
Purchase  Agreement  dated as of October  22,  1999 (the  "Purchase  Agreement")
pursuant to which  Purchasers are purchasing from the Company an aggregate of up
to 932,500 shares (the "Shares") of the Company's  Common Stock,  $.01 par value
per share (the "Common Stock").

                  Capitalized  terms used in this Agreement  without  definition
have the meanings assigned to such terms in the Purchase Agreement.

                  NOW,   THEREFORE,   in   consideration  of  the  premises  and
representations,  warranties,  covenants and agreements  herein  contained,  and
intending to be legally bound hereby,  Greenwich and the Company hereby agree as
follows:

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

                  "Business  Day" shall  mean any  Monday,  Tuesday,  Wednesday,
Thursday or Friday that is not a day on which banking  institutions  in New York
City are authorized or required by law, regulation or executive order to close.

                  "Greenwich Funds" shall mean Greenwich Street Capital Partners
II, L.P., a Delaware  limited  partnership,  GSCP Offshore Fund,  L.P., a Cayman
Islands  limited   partnership,   Greenwich  Fund,   L.P.,  a  Delaware  limited
partnership,   Greenwich   Street  Employees  Fund,  L.P.,  a  Delaware  limited
partnership, and TRV Executive Fund, L.P., a Delaware limited partnership.

                  "Greenwich  Registration  Rights  Agreement"  shall  mean that
certain  registration  rights agreement dated November 1, 1999 among the Company
and the Greenwich Funds.

                  "Holder"   shall  mean  any  Person   that  owns   Registrable
Securities.  For purposes of this Agreement, the Company may deem the registered
holder of a Registrable Security as the Holder thereof, regardless of any notice
to the Company.

                  "NASD"  shall  mean the  National  Association  of  Securities
Dealers.

                  "Person" shall mean any individual, corporation,  partnership,
joint venture,  association,  joint-stock  company,  limited liability  company,
trust,  unincorporated  organization  or government or other agency or political
subdivision thereof.

                  "Prospectus"  shall  mean  the  prospectus   included  in  any
Registration  Statement,  as amended or supplemented by a prospectus  supplement
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities  covered by such  Registration  Statement and by all other amendments
and supplements to the prospectus,  including post-effective  amendments and all
materials incorporated by reference in such prospectus.

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                  "Registrable  Securities" shall mean (i) the Shares,  and (ii)
any other securities issued or issuable as a result of or in connection with any
stock   dividend,   stock   split   or   reverse   stock   split,   combination,
recapitalization,   reclassification,   merger  or  consolidation,  exchange  or
distribution in respect of such Common Stock.

                  "Registration Expenses" shall have the definition set forth in
Section 5.

                  "Registration Statement" shall mean any registration statement
which covers any of the  Registrable  Securities  pursuant to the  provisions of
this Agreement,  including the Prospectus  included therein,  all amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all materials  incorporated  by reference in such  registration
statement.

                  "Requesting  Securityholder"  shall have the meaning set forth
in Section 3.

                  "Rule  415"  shall  mean  Rule  415   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "SEC" shall mean the United  States  Securities  and  Exchange
Commission, or any other federal agency at the time administering the Securities
Act.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended  (or  any  similar  successor  federal  statute),   and  the  rules  and
regulations thereunder, as the same are in effect from time to time.

                  "Underwritten  Offering"  shall mean a registered  offering in
which  securities of the Company are sold to an underwriter on a firm commitment
basis for reoffering to the public.

         2.       Securities Subject to this Agreement.  The securities entitled
to the benefits of this  Agreement  are the  Registrable  Securities  but,  with
respect to any particular Registrable Security, only so long as Purchaser or its
Affiliates  or Related  Persons  continue to be the Holder of such  Registerable
Security.  A Registrable  Security that has ceased to be a Registrable  Security
cannot thereafter become a Registrable Security.

         3.       Piggyback  Registration.  (a)  If,  during  the  term  of this
Agreement,  the Company at any time  proposes to file a  registration  statement
with respect to any class of equity securities,  other than for the registration
of securities  for sale on a continuous  or delayed basis  pursuant to Rule 415,
whether (i) for its own account  (other than in connection  with a  registration
statement on Form S-4 or S-8 (or any successor or  substantially  similar form),
and other than in connection  with (x) an employee stock option,  stock purchase
or compensation  plan or of securities  issued or issuable  pursuant to any such
plan or (y) a dividend  reinvestment  plan), or (ii) for the account of a holder
of securities of the Company pursuant to demand  registration  rights granted by
the Company (a "Requesting Securityholder"), then the Company shall in each case
give  written  notice of such  proposed  filing to all  Holders  of  Registrable
Securities at least thirty (30) days before the  anticipated  filing date of any
such registration  statement by the Company,  and such notice shall offer to all
Holders the opportunity to have any or all of the Registrable Securities held by
such Holders included in such registration statement. Each Holder of Registrable
Securities  desiring to have its Registrable  Securities  registered  under this
Section 3 shall so advise the Company in writing  within fifteen (15) days after
the date of receipt of such notice (which  request shall set forth the amount of
Registrable  Securities for which  registration  is requested),  and the Company
shall use its best efforts to include in such  registration  statement  all such
Registrable Securities so requested to be included therein.

                  (b) Notwithstanding  Section 3(a), if the managing underwriter
or  underwriters of any such proposed  public  offering  reasonably  advises the
Company  that the total  amount or kind of  securities  which the  Company,  the
Holders of Registrable  Securities and any other Persons or entities intended to
be included in such proposed public offering is sufficiently  large to adversely
affect the success of such proposed public offering,  then the amount or kind of
securities to be offered for the accounts of any person  intended to be included
in the proposed

                                      -2-

<PAGE>

offering,  other  than  the  Company,  the  Requesting  Securityholders  and the
Greenwich Funds pursuant to the Greenwich  Registration  Rights  Agreement,  but
including the Holders of  Registrable  Securities,  shall be reduced (to zero if
necessary)  to the  extent  necessary  to  reduce  the  total  amount or kind of
securities to be included in such proposed public offering to the amount or kind
recommended by such managing underwriter or underwriters, provided, however that
such  reduction  will be on a pro rata basis,  based on the aggregate  number of
securities  to be offered for the accounts of all other  persons  intended to be
included in the  proposed  offering and all Holders of  Registrable  Securities,
before  any  reduction  in the  number or kind of  securities  to be  offered by
Requesting  Securityholders,  the Company or the Greenwich Funds pursuant to the
Greenwich Registration Rights Agreement.

                  (c)   Anything   to   the    contrary   in   this    Agreement
notwithstanding,  the Company may withdraw or postpone a registration  statement
referred  to in this  Section  3 at any time  before  it  becomes  effective  or
withdraw,  postpone or terminate the offering after it becomes effective without
any obligation to any Holder or Holders of the Registrable Securities.

         4.       Registration Procedures.

                  (a) General.  In connection  with the  Company's  registration
obligations pursuant to Section 3, the Company will:

                           (i)      as  soon  as  practicable,  but in no  event
later than three (3) Business Days before filing any Registration Statement, any
related  Prospectus  or any  amendment  or  supplement  thereto,  other than any
amendment or supplement made solely as a result of incorporation by reference of
documents  filed  with the SEC  subsequent  to the  filing of such  Registration
Statement,  the  Company  shall  furnish  to  the  Holders  of  the  Registrable
Securities  covered by such Registration  Statement copies of all such documents
proposed  to be filed,  which  documents  shall be subject to the review of such
Holders;

                           (ii)     notify the  selling  Holders of  Registrable
Securities  promptly (u) when a new  Registration  Statement,  Prospectus or any
Prospectus  supplement or  post-effective  amendment  has been filed,  and, with
respect to any new Registration Statement or post-effective  amendment,  when it
has  become  effective,  (v) of  any  request  by  the  SEC  for  amendments  or
supplements  to any  Registration  Statement  or  Prospectus  or for  additional
information,  (w) of the issuance by the SEC of any comments with respect to any
filing,  (x) of any stop order suspending the  effectiveness of any Registration
Statement or the  initiation of any  proceedings  for that  purpose,  (y) of any
suspension of the  qualification  of the Registrable  Securities for sale in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose,  and (z) if there is a misstatement,  untrue statement or omission of a
material  fact  in  any  Registration  Statement,  Prospectus  or  any  document
incorporated  therein by reference  or if any event  occurs  which  requires the
making of any changes in any Registration Statement,  Prospectus or any document
incorporated  therein by reference in order to make the  statements  therein (in
the case of any Prospectus,  in the light of the circumstances  under which they
were made) not misleading;

                           (iii)    furnish   to   each   selling    Holder   of
Registrable  Securities,  without  charge,  as  many  conformed  copies  as  may
reasonably  be requested of the then  effective  Registration  Statement and any
post-effective amendments thereto, including financial statements and schedules,
all  documents  incorporated  therein by reference  and all exhibits  (including
those incorporated by reference);

                           (iv)     deliver   to   each   selling    Holder   of
Registrable  Securities,  without  charge,  as many copies of the then effective
Prospectus  (including each prospectus subject to completion) and any amendments
or  supplements  thereto as such  Holders may  reasonably  request;

                           (v)      use its reasonable  best efforts to register
or qualify or cooperate with the selling  Holders of Registrable  Securities and
their respective counsel in connection with the registration or qualification of
such  Registrable  Securities  for offer and sale under the  securities or "blue
sky" laws of such jurisdictions as any selling

                                      -3-

<PAGE>

Holder of  Registrable  Securities  reasonably  requests in  writing;  provided,
however,  that the Company will not be required to (1) qualify to do business in
any  jurisdiction  where it would not otherwise be required to qualify,  but for
this  paragraph  (v),  (2)  subject  itself  to  general  taxation  in any  such
jurisdiction,  or (3) file a general  consent  to service of process in any such
jurisdiction;

                           (vi)     cooperate   with  the  selling   Holders  of
Registrable  Securities to  facilitate  the timely  preparation  and delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive legends;

                           (vii)    cause all Registrable  Securities covered by
the  Registration  Statement  to be  listed  on  each  securities  exchange  (or
quotation  system  operated  by a  national  securities  association)  on  which
identical  securities  issued by the Company are then listed if requested by the
Holders of a majority of the  Registrable  Securities,  and enter into customary
agreements  including,  if necessary,  a listing application and indemnification
agreement in customary  form, and provide a transfer agent for such  Registrable
Securities no later than the effective date of such Registration Statement;

                           (viii)   otherwise  use its best efforts to comply in
all material  respects  with all  applicable  rules and  regulations  of the SEC
relating to such  registration  and the  distribution  of the  securities  being
offered  and  make  generally  available  to  its  securities  holders  earnings
statements satisfying the provisions of Section 10(a) of the Securities Act;

                           (ix)     subject to the  proviso in Section  4(a)(v),
use its reasonable best efforts to cause the Registrable  Securities  covered by
the  Registration  Statement  to be  registered  with or  approved by such other
governmental agencies or authorities as may be necessary to enable the seller or
sellers  thereof to consummate the  disposition of such  Registrable  Securities
(other than as may be required by the  governmental  agencies or  authorities of
any foreign  jurisdiction  and other than as may be required by a law applicable
to a selling  Holder by reason of its own  activities or business other than the
sale of Registrable Securities);

                           (x)      provide a transfer  agent and  registrar for
all such  Registrable  Securities  not  later  than the  effective  date of such
Registration Statement;

                           (xi)     in the  event  of the  issuance  of any stop
order suspending the effectiveness of a Registration  Statement, or of any order
suspending or  preventing  the use of any related  Prospectus or suspending  the
qualification  of any Common Stock included in such  Registration  Statement for
sale in any  jurisdiction,  the Company  will use its  reasonable  best  efforts
promptly to obtain the withdrawal of each order; and

                           (xii)    obtain  a "cold  comfort"  letter  from  the
Company's  independent  public  accountants  in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as the Holders
of a  majority  of  the  Registrable  Securities  covered  by  the  Registration
Statement reasonably request.

                  As  a  condition   precedent  to  the   participation  in  any
registration  hereunder,  the  Company may  require  each seller of  Registrable
Securities as to which any such registration is being effected to furnish to the
Company such  information  regarding  such seller and the  distribution  of such
securities  as the  Company may from time to time  reasonably  request to comply
with the applicable provisions of the Securities Act.

                  (b)  Each   Holder  of   Registrable   Securities   agrees  by
acquisition of such Registrable Securities that, upon receipt of any notice from
the  Company  of the  happening  of any event of the kind  described  in Section
4(a)(ii),  such Holder will  forthwith  discontinue  disposition  of Registrable
Securities  pursuant  to the then  current  Prospectus  until (i) such Holder is
advised in writing by the Company that a new Registration Statement covering the
offer of Registrable Securities has become effective under the Securities Act or
(ii)  such  Holder  receives  copies of any  required  supplemented  or  amended
Prospectus,  or until such Holder is advised in writing by the Company  that the
use

                                      -4-

<PAGE>

of the  Prospectus  may be  resumed.  If so  directed  by  the  Company,  on the
happening  of such  event,  the  Holder  will  deliver  to the  Company  (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Holder's  possession,  of the Prospectus  covering such  Registrable  Securities
current at the time of receipt of such notice.

         5.       Registration  Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including all registration and
filing fees,  fees and expenses of compliance with securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" qualifications or registrations (or the obtaining of exemptions  therefrom)
of  the  Registrable  Securities),  printing  expenses  (including  expenses  of
printing Prospectuses),  messenger and delivery expenses, fees and disbursements
of its counsel and its independent certified public accountants, securities acts
liability  insurance (if the Company elects to obtain such insurance),  fees and
expenses of any special  experts  retained by the Company in connection with any
registration  hereunder,  fees and  expenses  of other  Persons  retained by the
Company and fees and expenses in connection with any review of the  underwriting
arrangements  by the NASD (all such expenses being referred to as  "Registration
Expenses"),  shall be borne by the Company; provided, that Registration Expenses
shall  not  include  any  fees  and   expenses  of  counsel  for  the   Holders,
out-of-pocket  expenses  incurred  by the Holders  and  underwriting  discounts,
commissions or fees attributable to the sale of the Registrable Securities.

         6.       Indemnification.

                  (a)  Indemnification  by the  Company.  The Company  agrees to
indemnify and hold  harmless,  to the full extent  permitted by law, but without
duplication,   each  Holder  of  Registrable  Securities  (and  its  Affiliates,
partners,  shareholders,  officers and directors),  and each Person who controls
such  Holder  (within the meaning of the  Securities  Act),  against all losses,
claims,  damages,  liabilities  and  expenses  (including  reasonable  costs  of
investigation and reasonable legal fees and expenses)  resulting from any untrue
statement or alleged untrue  statement of a material fact in, or any omission or
alleged  omission of a material fact required to be stated in, any  Registration
Statement or Prospectus or necessary to make the statements therein (in the case
of a Prospectus  in light of the  circumstances  under which they were made) not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information   furnished  in  writing  to  the  Company  by  any  Holder  or  any
underwriters  expressly  for  use  therein.  The  Company  will  also  indemnify
underwriters  participating  in the  distribution,  their  officers,  directors,
employees,  partners and agents,  and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
in this  Section  6(a) with  respect to the  indemnification  of the  Holders of
Registrable Securities, if so requested.

                  (b) Indemnification by Holders of Registrable  Securities.  In
connection  with any  Registration  Statement  in which a Holder of  Registrable
Securities  is  participating,  each such Holder will  furnish to the Company in
writing such information and affidavits as the Company  reasonably  requests for
use in connection with any such Registration  Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication,  the Company, its Affiliates,  officers,  directors,  stockholders,
employees, advisors and agents, and each Person who controls the Company (within
the  meaning of the  Securities  Act),  against  all  losses,  claims,  damages,
liabilities  and  expenses  (including  reasonable  costs of  investigation  and
reasonable  legal fees and  expenses)  resulting  from any untrue  statement  or
alleged  untrue  statement  of  material  fact in, or any  omission  or  alleged
omission of a material fact required to be stated in, the Registration Statement
or  Prospectus  or  necessary to make the  statements  therein (in the case of a
Prospectus  in light of the  circumstances  under  which  they  were  made)  not
misleading,  to the extent, but only to the extent,  that such untrue or alleged
untrue statement or omission or alleged omission is contained in any information
or affidavit so furnished in writing by such Holder to the Company  specifically
for inclusion therein. The Holders  participating in any Registration  Statement
will  also  indemnify  underwriters  participating  in the  distribution,  their
officers,  directors,  employees,  partners  and  agents,  and each  Person  who
controls such  underwriters  (within the meaning of the Securities  Act), to the
same  extent  as  provided  above  in this  Section  6(b)  with  respect  to the
indemnification  of the  Company,  if so  requested.  The  Company and the other
Persons  described  above in this  Section  6(b)  shall be  entitled  to receive
indemnities  from  underwriters  participating  in

                                      -5-

<PAGE>

the  distribution  to  the  same  extent  as  provided  above  with  respect  to
information  furnished in writing by such Persons  specifically for inclusion in
any Prospectus or Registration Statement.

                  (c)  Conduct  of  Indemnification   Proceedings.   Any  Person
entitled  to  indemnification  hereunder  will (i)  give  prompt  notice  to the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel of such indemnifying party's choice; provided,  however, that any Person
entitled to  indemnification  hereunder  shall have the right to employ separate
counsel and to participate  in (but not control) the defense of such claim,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
indemnified Person unless (A) the indemnifying party shall have failed to assume
the  defense of such claim and employ  counsel  reasonably  satisfactory  to the
indemnified  party in a timely manner or (B) in the  reasonable  judgment of any
such Person, based upon a written opinion of its counsel, a conflict of interest
may exist  between such Person and the  indemnifying  party with respect to such
claims (in which case, if the Person notifies the indemnifying  party in writing
that such  Person  elects to  employ  separate  counsel  at the  expense  of the
indemnifying  party, the  indemnifying  party shall not have the right to assume
the defense of such claim on behalf of such Person).  No indemnifying party will
be subject to any  liability  for any  settlement  made without its consent.  No
indemnified  party will be required to 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 of such claim or litigation.  An indemnifying party who
is not entitled  to, or elects not to,  assume the defense of the claim will not
be obligated  to pay the fees and expenses of more than one counsel  (except one
local counsel if required in a specific instance) for all parties indemnified by
such indemnifying party with respect to such claim.

                  (d)  Contribution.  If  for  any  reason  the  indemnification
provided for in Section 6(a) or Section 6(b) is  unavailable  to an  indemnified
party or  insufficient  to hold it harmless as  contemplated by Section 6(a) and
Section 6(b), then the indemnifying party shall contribute to the amount paid or
payable  by the  indemnified  party as a result  of such  loss,  claim,  damage,
liability or expense in such  proportion as is  appropriate  to reflect not only
the relative  benefits  received by the  indemnifying  party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party,  as well as any other  relevant  equitable  considerations.  The relative
fault shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged untrue  statement or the omission or alleged  omission relates
to information supplied by the indemnifying party or parties on the one hand, or
the  indemnified  party or parties on the other hand, and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  untrue   statement   or   omission.   No  Person   guilty  of   fraudulent
misrepresentation  (within the meaning of Section 10(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent  misrepresentation.  In no event  shall any  participating  Holder be
required to  contribute  any amount in excess of the  proceeds  received by such
Holder from the Registrable  Securities offered and sold by such Holder pursuant
to such Registration Statement.

         7.       Participation  in  Underwritten  Registrations.  No Person may
participate in any Underwritten Offering hereunder unless such Person (i) agrees
to sell  such  Person's  Registrable  Securities  on the basis  provided  in any
customary  underwriting  arrangements approved by the Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required  under the terms of such  underwriting  arrangements.  Nothing  in this
Section 7 shall be  construed  to create any  additional  rights  regarding  the
registration of Registrable Securities in any Person otherwise than as set forth
herein.

         8.       Term of  Agreement.  This  Agreement  may be terminated at any
time  by a  written  instrument  signed  by  Holders  of all of the  Registrable
Securities  then  outstanding.  Unless sooner  terminated in accordance with the
preceding sentence,  this Agreement shall terminate in its entirety on such date
as the Purchasers shall cease to be the Holders of all Registrable Securities.


                                      -6-

<PAGE>

         9.       Entire Agreement;  Assignment.  This Agreement (a) constitutes
the entire  agreement  between  the parties  hereto with  respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral,  between the parties with respect to the subject matter hereof
and (b) shall not be assigned by operation of law or otherwise.

         10.      Amendment.  The  provisions of this  Agreement,  including the
provisions of this Section 10, may not be amended, modified or supplemented, and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has obtained the written  consent of Holders of a majority of
the Registrable  Securities then  outstanding,  and any such consent so obtained
shall be binding on all Holders of Registrable Securities.

         11.      Notices.  All  notices,  requests,  claims,  demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon  receipt) by  delivery in Person,  by cable,
telegram,  facsimile  or telex,  or by  registered  or certified  mail  (postage
prepaid, return receipt requested), to the other party as follows:

      if to the Purchaser:         At the address given by such Purchaser on his
                                   signature page to the Purchase Agreement.

      if to the Company to:        THCG, Inc.
                                   650 Madison Avenue
                                   New York, New York 10022
                                   Attention:  President
                                   Facsimile:  (212) 223-0161

      with a copy to:              Kramer Levin Naftalis & Frankel LLP
                                   919 Third Avenue
                                   New York, New York 10022
                                   Attention: Peter S. Kolevzon, Esq.
                                   Facsimile: (212) 715-8000

or to such other address,  facsimile number or Person's  attention as the Person
to whom notice is given may have previously furnished to the other in writing in
the manner set forth above.

         12.      Parties in Interest.  This Agreement shall be binding upon and
inure  solely  to the  benefit  of each  party  hereto  and its  successors  and
permitted assigns,  and except in regard to the parties indemnified  pursuant to
Section 6,  nothing in this  Agreement,  express or  implied,  is intended to or
shall  confer  upon any other  Person any  rights,  benefits  or remedies of any
nature whatsoever under or by reason of this Agreement;  however,  any Affiliate
or Related Person of Greenwich which becomes a Holder of Registrable  Securities
shall be entitled to the benefits of this Agreement.

         13.      Severability. If any term or other provision of this Agreement
is invalid,  illegal or  unenforceable,  all other  provisions of this Agreement
shall remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially
adverse to any party.

         14.      Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

         15.      Interpretation.  The headings  herein are for  convenience  of
reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof.  Where a reference in
this  Agreement is made to a Section or Exhibit,  such  reference  shall be to a
Section or Exhibit  to this  Agreement  unless  otherwise  indicated.  Where the
reference  "hereof,"  "hereby"  or  "herein"  appears  in this  Agreement,  such
reference  shall be  deemed  to be a  reference  to this  Agreement  as a whole.
Whenever  the  words  "include,"  "includes"  or

                                      -7-

<PAGE>

"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without  limitation." Words denoting the singular include the plural,
and vice versa,  and  references to it or its or words denoting any gender shall
include all genders.

         16.      Governing  Law;  Submission to  Jurisdiction.  THIS  AGREEMENT
SHALL  BE  DEEMED  TO BE  MADE  IN AND IN ALL  RESPECTS  SHALL  BE  INTERPRETED,
CONSTRUED  AND  GOVERNED BY AND IN  ACCORDANCE  WITH THE LAW OF THE STATE OF NEW
YORK  WITHOUT  REGARD TO THE  CONFLICT OF LAW  PRINCIPLES  THEREOF.  EACH OF THE
PARTIES HERETO  IRREVOCABLY  SUBMITS TO THE  JURISDICTION  OF ANY NEW YORK STATE
COURT  SITTING IN THE COUNTY OF NEW YORK AND ANY  FEDERAL  COURT  SITTING IN THE
SOUTHERN  DISTRICT OF THE STATE OF NEW YORK IN RESPECT OF ANY SUIT OR PROCEEDING
RELATED TO OR ARISING  OUT OF THIS  AGREEMENT.  EACH PARTY  HERETO  ALSO  HEREBY
IRREVOCABLY  WAIVES ANY OBJECTION TO THE LAYING OF THE VENUE OF ANY SUCH SUIT OR
PROCEEDING IN ANY SUCH COURT AND FURTHER  WAIVES ANY CLAIM THAT ANY SUCH SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM.
IN ADDITION TO ANY OTHER FORM OF SERVICE OF PROCESS  AUTHORIZED BY LAW,  SERVICE
OF PROCESS IN ANY SUIT OR PROCEEDING  HEREUNDER SHALL BE SUFFICIENT IF MAILED TO
EACH PARTY HERETO AT THE ADDRESS SPECIFIED IN SECTION 11, AND SUCH SERVICE SHALL
CONSTITUTE "PERSONAL SERVICE" FOR PURPOSES OF SUCH SUIT OR PROCEEDING.

         17.      Waiver  of  Jury  Trial.   THE   PURCHASERS  AND  THE  COMPANY
IRREVOCABLY  WAIVE, TO THE FULLEST EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

                                       ***


                                       -8-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Tomas Haendler
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -9-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Jonathon Art
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -10-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Ilan Kaufthal
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -11-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ James D. Halper
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -12-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Daniel Schur
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -13-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Robert Friedman
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -14-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ James K. Rosenthal
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -15-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Evan M. Marks
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -16-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:  LE HAGEN PARTNERS


                                        By: /s/ LeHagen Partners
                                           ------------------------------------
                                        Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_____________________
Services, Inc.)

By: /s/ Adi Raviv
   -----------------------
    Authorized Officer


                                      -17-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Stanley Stern
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -18-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Yaron Eitan
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -19-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Anders Brag
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -20-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Ian Berkowitz
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -21-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Mandel Benyamin
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -22-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Henry Klein
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -23-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Larry W. Smith
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -24-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.



                                        Purchaser:


                                        By: /s/ Edward A. Tedeschi
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -25-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Michael Gegenneimer
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -26-

<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Betty R. Rauch
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -27-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Abraham Schlussel
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -28-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Jeffrey D. Heilpern
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -29-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Jack Silver
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -30-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser: MODAN ASSOCIATES


                                        By: /s/ Daniel E. Straus
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -31-

<PAGE>


                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Registration  Rights  Agreement to be duly  executed on its behalf as of the day
and year first above written.


                                        Purchaser:


                                        By: /s/ Daniel E. Straus
                                           ------------------------------------
                                            Name:

                                        Social Security Number or other Taxpayer
                                        Identification Number:

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


                                        Address:_______________________________


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


THCG, Inc. (formerly Walnut Financial   Facsimile No.:_________________________
Services, Inc.)

By: /s/ Adi Raviv
   ---------------------------
     Authorized Officer


                                      -32-