Exhibit 10.9

                                 FIRST AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                        RESTRICTED STOCK GRANT AGREEMENT

                  This  First  Amendment  is  entered  into  this  15th  day  of
December,  1999, by and between THCG, Inc. (the "Company"),  and Shai Novik (the
"Participant").

                  WHEREAS,  the Company and the  Participant  have  entered into
that certain Amended and Restated  Restricted Stock Grant Agreement  between the
Company  and the  Participant,  made as of November  2, 1999 (the  "Amended  and
Restated Agreement");

                  WHEREAS,  the parties  wish to amend the Amended and  Restated
Agreement so that certain  amendments of Section 3 thereof (which relates to the
vesting of the  Participant's  shares of Restricted Stock and the effect on such
vesting of a Termination of Employment) are incorporated therein.

                  NOW, THEREFORE,  in consideration of the mutual benefits to be
derived  herefrom,  the  parties  hereto  agree that the  Amended  and  Restated
Agreement is hereby amended as follows:

                  1. Sections 3(c), (d), (e) and (f) of the Amended and Restated
Agreement are hereby amended in their entirety to read as follows:

                  (c) Upon a  Termination  of  Employment by the Company for any
                  reason other than for Cause,  or by the  Participant  for Good
                  Reason  (as  defined  in   Paragraph   5(e)  of  that  certain
                  Employment Agreement by and between Walnut Financial Services,
                  Inc.  and the  Participant,  made as of November  1, 1999,  as
                  amended  by  the  First  Amendment  to  Employment  Agreement,
                  entered into as of December 15, 1999),  or on account of death
                  or Disability,  all such shares of Restricted Stock which have
                  not  theretofore   vested,  or  been  canceled  and  forfeited
                  pursuant to any provision hereof, immediately shall vest.

                  (d) Except as provided in Section 3(c) hereof, the Participant
                  must be employed by the Company on each  subsequent  quarterly
                  anniversary  of the  Issue  Date for the next  installment  of
                  shares  of  Restricted  Stock  to vest on such  Vesting

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                  Date;  provided,  however, if the Participant's  Employment is
                  Terminated  at any time  prior to the  next  Vesting  Date his
                  shares of Restricted  Stock shall vest ratably with respect to
                  that  Vesting  Date,  such that the total  number of shares of
                  Restricted  Stock that would have vested on such date shall be
                  multiplied  by a  fraction  the  numerator  which is the total
                  number of days on which he was employed  during the quarter in
                  which the Participant's Termination of Employment occurred and
                  the  denominator  of which is the total number of days in such
                  quarter and the resulting number shall be the number of shares
                  of  Restricted  Stock  that  vest  as of such  Termination  of
                  Employment.

                  (e)      Intentionally omitted.

                  (f)      Intentionally omitted.

                  IN WITNESS  WHEREOF,  Participant  has signed his name and the
Company,  by the  signature of its duly  authorized  officer,  has executed this
Agreement, as of the date and year first above written.

                                           The Company:

                                           THCG, INC.



                                           By: /s/ Joseph D. Mark
                                              -----------------------------
                                                Name:  Joseph D. Mark
                                                Title: Co-CEO



                                           Participant:


                                           /s/ Shai Novik
                                           --------------------------------
                                           Shai Novik