Exhibit 4.3

                  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)     Greenwich   Street  Capital  Partners  II,  L.P.,  a  Delaware  limited
         partnership  ("Greenwich  II"),  GSCP  Offshore  Fund,  L.P.,  a Cayman
         Islands limited partnership ("GSCP Offshore"),  Greenwich Fund, L.P., a
         Delaware limited partnership  ("GF"),  Greenwich Street Employees Fund,
         L.P., a Delaware limited partnership ("GSEF"),  and TRV Executive Fund,
         L.P.,  a  Delaware  limited   partnership  ("TRV,"  and  together  with
         Greenwich  II,  GSCP  Offshore,  GF and GSEF,  each a  "Purchaser"  and
         collectively, "Greenwich" or the "Purchasers").

                              W I T N E S S E T H:

                  The Company  and  Greenwich  have  entered  into a  Securities
Purchase  Agreement  dated as of October  29,  1999 (the  "Purchase  Agreement")
pursuant to which Greenwich is purchasing from the Company (i) 2,500,000  shares
(the  "Shares") of the  Company's  Common  Stock,  $.01 par value per share (the
"Common Stock"),  (ii) Warrants to purchase 1,000,000 shares of the Common Stock
at a per  share  exercise  price of $7.25  (the  "Initial  Warrants")  and (iii)
Warrants  to  purchase  1,000,000  shares  of the  Common  Stock at a per  share
exercise  price of $5.4375 (the  "Additional  Warrants"  and,  together with the
Initial Warrants, the "Warrants").

                  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.

                  "Delay  Notice"  shall have the  meaning  set forth in Section
6(b) hereof.

                  "Demand Participation Notice" shall have the meaning set forth
in Section 3(a) hereof.

                  "Demand  Registration"  shall  have the  meaning  set forth in
Section 3(a) hereof.

                  "Demand  Registration Notice" shall have the meaning set forth
in Section 3(a) hereof.

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                  "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.

                  "Material  Development  Condition"  shall have the meaning set
forth in Section 6(b) hereof.

                  "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.

                  "Registrable  Securities" shall mean (i) the Shares,  (ii) the
Warrant Shares, and (iii) 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 7 hereof.

                  "Registration  Period" shall have the  definition set forth in
Section 3(b) hereof.

                  "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 4 hereof.

                  "Rule  144"  shall  mean  Rule  144   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "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.

                  "Rule  903"  shall  mean  Rule  903   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

                  "Rule  904"  shall  mean  Rule  904   promulgated   under  the
Securities  Act, as amended  from time to time,  or any similar  successor  rule
thereto that may be promulgated by the SEC.

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                  "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.

                  "Warrant  Shares"  shall  mean  the  shares  of  Common  Stock
issuable upon exercise of the Warrants.

         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 Greenwich or
their  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.       Demand Registration.

                  (a) Demand.  At any time and from time to time during the term
of this Agreement,  Greenwich II may demand, in writing (a "Demand  Registration
Notice"),  that  the  Company  effect  the  registration  of all or part of such
Registrable  Securities  held by one or more of the Holders  (and in the amounts
specified by Greenwich II in the Demand  Registration  Notice) in the  following
manner:  (i) only one demand may be made with  respect to the Shares,  (ii) only
one demand may be made with respect to the Warrant Shares issuable upon exercise
of the Initial  Warrants  and (iii) only one demand may be made with  respect to
the Warrant Shares issuable upon exercise of the Additional  Warrants.  In other
words,  Holders shall have a total of three demands  exercisable by Greenwich II
which  shall be  exercised  as  provided  in the  foregoing  clauses  (i)-(iii);
however,  any  demand  made  under  clauses  (ii)  and  (iii)  may  include  any
Registrable  Securities that might not have been covered by any previous "Demand
Registration" (as hereinafter defined).  The Company shall have no obligation to
effect any Demand  Registration  unless the Demand  Registration  Notice  covers
Registrable  Securities  having a "Market Price" (as defined in the Warrants) of
at least $500,000 in the aggregate. Greenwich II may, at any time up to five (5)
Business Days before the filing date of the  applicable  Registration  Statement
relating to the Demand Registration,  request that Registrable Securities of any
Holder not be included  therein by providing a written  notice to that effect to
the Company, which request shall be final and irrevocable. If Greenwich II shall
give such notice with respect to all of the Registrable  Securities  included in
the Demand  Registration  Notice, the Demand Registration Notice shall be deemed
not to have been made or count towards any demand rights hereunder provided that
Greenwich  II (or Holders)  shall  reimburse  the Company for its  out-of-pocket
costs and expenses incurred in connection with the preparation and filing of the
Registration  Statement  and provided that  Greenwich II has not exercised  such
withdrawal  right with  respect to all  Registrable  Securities  included in the
Demand  Registration  Notice  with  respect to any  previously  proposed  Demand
Registration.

                  Upon  receipt of a Demand  Registration  Notice,  the  Company
shall use its reasonable  best efforts to file a Registration  Statement on Form
S-1 or, if then available to the Company, Form S-2 or Form S-3 (or any successor
forms),  or any other  available  form under the  Securities  Act,  covering all
Registrable  Securities which the Company has been so

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requested to register (the "Demand Registration"), as expeditiously as possible,
but in any event no later  than:  (i) sixty  days in the case of a  Registration
Statement on Form S-1 or a Registration  Statement on Form S-2 or S-3 which will
be an  Underwritten  Offering,  or (ii)  forty-five  (45)  days in the case of a
Registration Statement on Form S-2 or S-3 which is not an Underwritten Offering.

                  (b)  Effectiveness of Registration  Statement.  Subject to the
provisions of Section 6(b) hereof, the Company agrees to use its best efforts to
(i) cause the  Registration  Statement(s)  relating  to the Demand  Registration
described in Section 3(a) hereof to become effective as promptly as practicable,
and (ii) thereafter keep each such Registration Statement effective continuously
for the  period  (the  "Registration  Period")  ending,  subject  to the  second
sentence of Section 5(b) hereof and clauses (ii) and (iii) of the last  sentence
of Section 6(b) hereof,  on the earlier of (i) 120 days after such  Registration
Statement  is  declared  effective  by the SEC,  and (ii) the date on which  all
Registrable  Securities  covered by each such  Registration  Statement have been
sold and the distribution contemplated thereby has been completed.

                  (c) Inclusion of Other  Securities.  The Company and any other
holder of the Company's  securities who has registration  rights may include its
securities  in the  Demand  Registration  effected  pursuant  to this  Section 3
subject  to the  provisions  of  Section  5(d)(ii)  of the  Securities  Purchase
Agreement  and;  provided,  the Holders shall have priority sale rights over the
Company  and such  other  holders  with  respect to all  Registrable  Securities
requested by them to be included in such Demand Registration.

                  (d) Underwriter.  Upon the request of the Company or Greenwich
II, and the identification by the Company of a managing  underwriter  reasonably
satisfactory to the Holders who have submitted the Demand  Registration  Notice,
the Demand  Registration  Statement shall provide for an Underwritten  Offering.
The Company  and the Holders  whose  Registrable  Securities  are covered by the
Demand   Registration   Statement  shall  enter  into  customary   purchase  and
underwriting   agreements   with  such   underwriter  in  connection   with  any
Underwritten  Offering  and take all such other  actions as such  Holders of the
Registrable  Securities  shall  reasonably  request  in order to  facilitate  or
expedite  the  disposition  of the  Registrable  Securities,  including  without
limitation  the  furnishing  of  information   regarding  the  Company  and  its
subsidiaries and their businesses, assets, liabilities,  financial condition and
results of operations  and causing the officers and employees of the Company and
its subsidiaries to be available to discuss and answer questions  regarding such
information.

         4.       Piggyback Registration. 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 the  Registration  Statement
contemplated by Section 3 hereof or 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 in a
manner and on terms which  satisfy the  requirements  of, and only to the extent
permitted  by  Section  5(d)(ii)  of  the  Securities   Purchase   Agreement  (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

<PAGE>

registration  statement.  Each Holder of Registrable Securities desiring to have
its Registrable  Securities  registered under this Section 4 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. Notwithstanding the foregoing, 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  offering,  other than the Company,  the
Requesting  Securityholders and 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, and
if such reduction is not sufficient, then the amount or kind of securities to be
offered for the accounts of the  Requesting  Securityholders  and the Holders of
Registrable  Securities shall be reduced pro rata, based on the aggregate number
of securities to be offered for the accounts of all  Requesting  Securityholders
and all Holders of Registrable Securities, before any reduction in the number or
kind of  securities  to be offered by the  Company.  Anything to the contrary in
this  Agreement  notwithstanding,   the  Company  may  withdraw  or  postpone  a
registration  statement  referred  to in this  Section  4 at any time  before it
becomes  effective or  withdraw,  postpone or  terminate  the offering  after it
becomes effective without obligation to the Holder or Holders of the Registrable
Securities.

         5.        Registration Procedures.

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

                      (i)      subject to the provisions of Section 6(b) hereof,
prepare and file with the SEC a new  Registration  Statement or such  amendments
and post-effective  amendments to an existing  Registration  Statement as may be
necessary to keep such Registration Statement effective for the time periods set
forth in Section 3(b) hereof,  provided that no Registration  Statement shall be
required to remain in effect after all  Registrable  Securities  covered by such
Registration  Statement have been sold and  distributed as  contemplated by such
Registration Statement, and, provided, further, that as soon as practicable, but
in no event later than three (3) Business Days before  filing such  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 and the managing
underwriters,  if any, copies of all such documents  proposed to be filed, which
documents shall be subject to the review of such Holders and underwriters;

                      (ii)       notify  the  selling   Holders  of  Registrable
Securities  and the  managing  underwriters,  if any,  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

<PAGE>

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) if   reasonably   requested   by  the  managing
underwriter or underwriters or a Holder of Registrable  Securities being sold in
connection with an Underwritten  Offering,  promptly incorporate in a Prospectus
supplement  or  post-effective   amendment  such  information  as  the  managing
underwriters  and the Holders of a majority of the Registrable  Securities being
sold in such Underwritten  Offering agree should be included therein relating to
the sale of the Registrable  Securities,  including  information with respect to
the  aggregate  number of shares of  Registrable  Securities  being sold to such
underwriters,  the purchase price being paid therefor by such  underwriters  and
with respect to any other terms of the Underwritten  Offering of the Registrable
Securities to be sold in such offering;  and promptly make all required  filings
of such Prospectus supplement or post-effective amendment;

                           (iv)  furnish to each selling  Holder of  Registrable
Securities  and each  managing  underwriter,  if any,  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);

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

                           (vi)  use its reasonable  best efforts to register or
qualify or cooperate  with the selling  Holders of Registrable  Securities,  the
underwriters,  if any,  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
Holder of Registrable  Securities or underwriter 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 (vi), (2) subject itself to general taxation in
any such  jurisdiction,  or (3) file a general  consent to service of process in
any such jurisdiction;

                           (vii) cooperate   with   the   selling   Holders   of
Registrable Securities and the managing underwriters,  if any, to facilitate the
timely  preparation  and  delivery  of  certificates   representing  Registrable
Securities to be sold and not bearing any restrictive  legends;  and enable such
Registrable  Securities to be in such denominations and registered in such names
as the managing  underwriters  if any may request at least two (2) Business Days
prior to any sale of Registrable Securities to the underwriters;

                           (viii) cause all  Registrable  Securities  covered by
the  Registration  Statement  to be  listed  on  each  securities  exchange  (or
quotation  system  operated  by a  national

<PAGE>

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 covered by such Registration  Statement or the managing underwriters,
if any, 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;

                           (ix)  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 11(a) of the Securities Act;

                           (x)   use  its   reasonable   best  efforts  to  list
Registrable  Securities on any securities exchange (including without limitation
Nasdaq) on which the Common Stock is then listed for trading,  and cooperate and
assist in any  filings  required  to be made with the  National  Association  of
Securities Dealers, Inc. (the "NASD");

                           (xi)  subject  to the  proviso  in  Section  5(a)(vi)
hereof,  if the  transfer  or sale of any  shares of the  Common  Stock or other
securities of the Company is required to be  registered  with or approved by any
governmental  agencies or authorities (other than the SEC or the NASD) to enable
a  transferor  or seller  thereof  to  effect a  transfer  or sale,  and if such
registration  or approval  requirements  are then  applicable to the transfer or
sale of the  Registrable  Securities,  then the Company shall 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 or
the  underwriters,  if any, 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);

                           (xii) provide a transfer  agent and registrar for all
such  Registrable   Securities  not  later  than  the  effective  date  of  such
registration statement;

                           (xiii) 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;

                           (xiv) use its  reasonable  best efforts to cause such
Registrable  Securities covered by such registration  statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to enable the sellers  thereof to consummate  the  disposition of such
Registrable  Securities,  if the  disposition  or  transfer of any shares of the
Common Stock or other  securities  of the Company are required to be  registered
with or approved by any  governmental  authority  under any federal or state law
before any  disposition  or transfer of such shares may be effected  and if such
registration or approval  requirements are then applicable to 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); and

<PAGE>

                           (xv)  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
5(a)(ii)  hereof,  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 of the Prospectus  may be resumed.  If the Company shall have given
any such notice  during a period when a Demand  Registration  is in effect,  the
Company shall extend the period during which such  Registration  Statement shall
be maintained  effective pursuant to this Agreement by the number of days during
which any such disposition of Registrable Securities is discontinued pursuant to
this  Section  5(b).  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.

         6.       Holdback Agreements.

                  (a) Hold-Back Election. In the case of the registration of any
Underwritten  Offering  initiated by the Company (other than any registration by
the Company on Form S-4 or Form S-8 (or any successor or  substantially  similar
form),  and other than in connection  with (i) an employee  stock option,  stock
purchase or compensation  plan or of securities  issued or issuable  pursuant to
any  such  plan,  or (ii) a  dividend  reinvestment  plan)  or any  underwritten
secondary offering initiated at the request of a Requesting Securityholder, each
Holder  agrees  that  if it is  reasonably  requested  to do so by the  managing
underwriter  or the  underwriters,  then such Holder shall not effect any public
sale or  distribution  of  securities  of the  Company,  except  as part of such
underwritten registration, during the period beginning twenty (20) days prior to
the closing date of such Underwritten Offering and ending ninety (90) days after
such closing date (or such longer period as may be  reasonably  requested by the
managing underwriter or underwriters).

                  The   Company   agrees  not  to  effect  any  public  sale  or
distribution  of  its  Common  Stock,  or any  securities  convertible  into  or
exchangeable or exercisable for Common Stock (but the mere issuance of shares of
Common Stock upon any conversion,  exercise or exchange of outstanding  options,
warrants  or other  convertible  securities  shall not  itself be deemed to be a
public sale or distribution  for purposes of this  sentence),  (i) during the 10
days prior to and during the forty-five (45) day period  following the effective
date  of any  Demand  Registration  or  Piggyback  Registration,  or  (ii) if an
Underwritten Offering, such longer period as any underwriter in the Underwritten
Offering  shall  require,  or such  shorter  period  as the  underwriter  in the

<PAGE>

Underwritten  Offering  shall  permit,  but in no  event  longer  than  90  days
following  the  effective   date  of  any  Demand   Registration   or  Piggyback
Registration.

                  (b)  Material  Development  Condition.  With  respect  to  any
Registration Statement filed or to be filed pursuant to Section 3 hereof, if the
Company  determines  that, in its good faith judgment,  (i) it would (because of
the existence of, or in reasonable anticipation of, any acquisition or corporate
reorganization or other  transaction,  financing  activity,  stock repurchase or
other development involving the Company or any subsidiary, or the unavailability
for reasons substantially beyond the Company's control of any required financial
statements,  or any other  event or  condition  of similar  significance  to the
Company or any  subsidiary  for purposes of  disclosure to the  stockholders  or
potential  investors of the Company) be materially  disadvantageous (a "Material
Development Condition") to the Company or any subsidiary or its stockholders for
such a Material  Development  Condition to be publicly  disclosed,  and (ii) the
Company  reasonably  believes it would be required  under the  Securities Act to
disclose such Material  Development  Condition in such  Registration  Statement,
then the Company shall,  notwithstanding  any other provision of this Agreement,
be  entitled,  upon the giving of a written  notice that a Material  Development
Condition has occurred (a "Delay  Notice") from an officer of the Company to any
Holder of Registrable Securities included or to be included in such Registration
Statement,  (x) to cause sales of Registrable Securities by such Holder pursuant
to  such  Registration  Statement  to  cease,  (y) to  cause  such  Registration
Statement to be withdrawn and the effectiveness of such  Registration  Statement
terminated,  or (z) in the  event no such  Registration  Statement  has yet been
filed or  declared  effective,  to delay  filing  or  effectiveness  of any such
Registration  Statement  until, in the good faith judgment of the Company,  such
Material  Development  Condition may be disclosed or no longer exists (notice of
which the Company shall promptly deliver to any Holder of Registrable Securities
with  respect  to  which  any  such  Registration  Statement  has  been  filed).
Notwithstanding  the foregoing  provisions of this Section 6(b): (i) in no event
may such  cessation  or delay be, for each such  Registration  Statement,  for a
period of more than  ninety (90)  consecutive  days from the giving of its Delay
Notice  to a  Holder  or  Holders  with  respect  to such  Material  Development
Condition,  as above  provided;  (ii) in the event a  Registration  Statement is
filed  and  subsequently  withdrawn  by reason of any  existing  or  anticipated
Material  Development  Condition,  the Company  shall  cause a new  Registration
Statement  covering the Registrable  Securities to be filed with the SEC as soon
as practicable after such Material Development Condition may be discharged or no
longer exists or, if sooner, as soon as practicable after the expiration of such
ninety  (90) day period and the  Registration  Period for such new  Registration
Statement  shall be the  greater of thirty  (30) days or the number of days that
remained in such Registration Period with respect to the withdrawn  Registration
Statement  at the time it was  withdrawn;  and (iii) in the  event  the  Company
elects not to withdraw or terminate the  effectiveness of any such  Registration
Statement  but to cause a Holder or Holders to refrain from selling  Registrable
Securities  for any period  during the  Registration  Period,  the  Registration
Period  with  respect to such  Holders  shall be  extended by the number of days
during the  Registration  Period that such  Holders are required to refrain from
selling Registrable Securities.

         7.  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

<PAGE>

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.

         8.       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  8(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 statement 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 Company and the other Persons described
above in this  Section  8(b)  shall be  entitled  to  receive  indemnities  from
underwriters  participating  in 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

<PAGE>

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  8(a) or  Section  8(b)  hereof is  unavailable  to an
indemnified party or insufficient to hold it harmless as contemplated by Section
8(a) and Section 8(b) hereof,  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  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty  of  such   fraudulent   misrepresentations.   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.

         9.       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 9 shall be  construed  to create any  additional  rights  regarding  the
registration of Registrable Securities in any Person otherwise than as set forth
herein.

         10.      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  Greenwich  or their  Affiliates  or Related  Persons  shall  cease to be the
Holders of all Registrable Securities.

<PAGE>

         11.      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.

         12.      Amendment.  The  provisions of this  Agreement,  including the
provisions of this Section 12, 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.

         13.      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 Purchasers:      Greenwich Street Capital Partners II, L.P.
                                  388 Greenwich Street, 36th Floor
                                  New York, New York 10013
                                  Attention:  Keith Abell and Matthew C. Kaufman
                                  Facsimile:  (212) 816-0166

       with a copy to:            Dechert Price & Rhoads
                                  30 Rockefeller Plaza
                                  New York, New York 10112
                                  Attention:  Ronald R. Jewell, Esq.
                                  Facsimile:  (212) 698-3599

       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.

         14.      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 8 hereof, 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.

<PAGE>

         15.      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.

         16.      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.

         17.      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,  Article,  Schedule  or  Exhibit,  such
reference  shall be to a Section or Article  of or  Schedule  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 "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.

         18.      Governing Law and Venue.  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.

         19.      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.

                                    *   *   *


<PAGE>


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

                                          Greenwich Street Capital Partners II,
                                            L.P.
                                          GSCP Offshore Fund, L.P.
                                          Greenwich Fund, L.P.
                                          Greenwich Street Employees Fund, L.P.
                                          TRV Executive Fund, L.P.
THCG, Inc. (formerly Walnut Financial     By: Greenwich Street Investments II,
Services, Inc.)                               L.L.C., their general partner


By: /s/ Joel S. Kanter                    By: /s/ Keith Abell
   --------------------------------          ----------------------------------
      Joel S. Kanter                         Print Name:  Keith Abell
      President                              Print Title: Managing Member