Exhibit 10.4

                                                                [EXECUTION COPY]

                         Walnut Financial Services, Inc.
                         650 Madison Avenue, 21st Floor
                            New York, New York 10022


As of November 1, 1999


Joel Kanter
Windy City, Inc.
8000 Towers Crescent Drive
Suite 1070
Vienna, Virginia 22182


Dear Mr. Kanter:

                  Walnut  Financial  Services,  Inc. (the "Company")  desires to
engage Windy City, Inc.  ("Windy City") as a consultant,  and Windy City desires
to be so engaged by the  Company,  all subject to the terms and  conditions  set
forth in this letter agreement (this "Agreement").

                  Accordingly,   in   consideration   of  the  mutual  covenants
hereinafter  set forth and intending to be legally bound,  the Company and Windy
City hereby agree as follows:

                  1.       Engagement;  Term.  The Company  hereby engages Windy
City,  and Windy City hereby  accepts such  engagement  and agrees to serve as a
consultant to the Company, upon the terms and conditions  hereinafter set forth,
for a term  commencing  on November 1, 1999 (the  "Effective  Date") and (unless
sooner  terminated as  hereinafter  provided)  expiring  twelve months after the
Effective Date (such term being hereinafter  referred to as the "Initial Term").
Thereafter,  this  Agreement  shall  automatically  be extended  for one or more
additional  three-month  periods  unless Windy City or the Company gives written
notice,  no less than ninety (90) days prior to the end of the Initial Term, or,
as  applicable,  sixty (60) days prior to the end of any extension  thereof,  of
Windy City's or the Company's  election not to renew the  Agreement.  As used in
this Agreement,  "Term" shall be defined as the Initial Term and, if applicable,
any extension thereof.

                  2.       Duties; Conduct.

                           (a) During the Term,  Windy City shall make available
to the Company the  services  of Joel Kanter  ("Kanter")  who shall serve in the
capacity of a senior  advisor to the Company;  as such,  Windy City shall render
consulting services from time to time as hereinafter provided on such project or
projects relating to the business,  affairs and management of the Company as may
be  reasonably  delegated to Windy City by the Board of Directors of the Company
("Board  of  Directors"),  the  Company's  Co-Chief  Executive  Officers  or, as
applicable,  the Company's  Chief Executive  Officer.  Windy City agrees that it
shall use its best efforts to perform such services  faithfully and  diligently,
and to the best of its  ability,  and shall use its best

<PAGE>

efforts  to cause  Kanter  to use his best  efforts  to  perform  such  services
faithfully and diligently, and to the best of his ability.

                           (b) To the extent  practicable,  the  services  to be
provided  by Windy  City  shall be  performed  at such  times as are  reasonably
convenient to Windy City.  The Company  acknowledges  that Windy City and Kanter
may have other activities,  obligations and engagements which may command its or
his time and attention and the Company will exercise its best efforts to respect
such other commitments.

                           (c) The services to be provided hereunder may require
travel.  Domestic travel shall be as reasonably  required for the performance of
the duties hereunder;  except as provided below, Windy City shall not need prior
approval for any domestic travel required  hereunder  unless and until it incurs
business  expenses in  connection  with such travel in the  aggregate  amount of
$10,000  per annum.  Once such  threshold  has been  exceeded,  Windy City shall
obtain the consent of the Company's Chief  Operating  Officer prior to incurring
any additional  domestic travel expense.  The parties agree that, subject to the
prior two sentences, (i) business class (as opposed to coach) and (ii) the costs
of upgrade certificates  pursuant to frequent flier programs (not to exceed $100
per flight) shall be deemed to be reasonable  expenses.  Foreign travel shall be
as the Company and Windy City shall mutually agree.

                  3.       Compensation and Expenses.

                           (a) Except as otherwise  provided in Section 3(b), as
full compensation for all services to be provided by Windy City hereunder during
the Term, the Company will pay Windy City and Windy City will accept  consulting
fees  at an  annual  rate  of One  Hundred  Thousand  Dollars  ($100,000).  Such
consulting fees will be paid monthly in arrears.

                           (b) The  Company  will  reimburse  Windy City for all
reasonable travel,  business entertainment and other business expenses as may be
incurred  by  it  during  the  Term  in  the   performance  of  the  duties  and
responsibilities  assigned to it under this Agreement. Such reimbursements shall
be made by the Company on a timely basis upon submission by Windy City of proper
accounts therefor in accordance with the Company's standard procedures.

                  4.       Termination.

                           (a)  The  Company  may   terminate   the   consulting
engagement  hereunder and this Agreement at any time for Cause.  For purposes of
this Agreement, the term "Cause" shall mean any of the following: (i) conviction
of a felony by Kanter;  (ii) perpetration of an intentional and knowing fraud by
Windy City or Kanter against or adversely affecting the Company or any customer,
client, agent, or employee thereof; (iii) any action or conduct by Windy City or
Kanter in any manner which would  reasonably be expected to harm the  reputation
or goodwill  of the  Company;  (iv)  willful  breach of a covenant  set forth in
Section 5 or 6 by Windy City or Kanter; (v) substantial failure of Windy City to
perform its duties  hereunder;  or (vi)  subject to Section 2(b) above and after
taking into account Kanter's reasonable personal  commitments and vacation time,
Windy  City's  failure or  inability  to make  Kanter  available  to provide the
services  contemplated  hereunder  for any reason as determined in good faith by
the

                                      -2-

<PAGE>

Company's Board of Directors;  provided, however, that a termination pursuant to
clause (iii),  (v) or (vi) shall not become effective unless Windy City fails to
cure such action,  conduct or failure to perform  within fifteen (15) days after
written notice from the Company, such notice to describe such action, conduct or
failure to perform and identify  what  reasonable  actions  shall be required to
cure such  action,  conduct or failure to perform,  if such  action,  conduct or
failure to perform is susceptible of cure.

                           No act or failure to act on Windy  City's or Kanter's
part shall be considered "willful" under this Section 4(a) unless it is done, or
omitted to be done,  by Windy City or Kanter in bad faith or without  reasonable
belief  that its or his  action or  omission  was in the best  interests  of the
Company.  Any act or failure to act that is based upon authority  given pursuant
to a resolution  duly adopted by the Board of  Directors,  or upon  direction or
authority of the Company's Co-Chief  Executive  Officers or, as applicable,  the
Company's  Chief  Executive  Officer,  or upon the  advice  of  counsel  for the
Company,  shall be  conclusively  presumed to be done, or omitted to be done, by
Windy City in good faith and in the best interests of the Company.

                           (b) The Term shall terminate forthwith upon a sale of
all or substantially all of the assets of the Company.

                           (c)  Windy   City  may   terminate   the   consulting
engagement hereunder and this Agreement at any time in the event of any material
breach  of  this  Agreement  by  the  Company;  provided,   however,  that  such
termination  shall not become  effective  unless the Company  fails to cure such
breach  within  fifteen  (15) days after  written  notice from Windy City,  such
notice to describe  such breach and identify  what  reasonable  actions shall be
required to cure such breach.

                           (d) In the event of a termination  pursuant to any of
Section 4(a), (b) or (c) above, Windy City shall be entitled to, and the Company
shall pay to Windy City within thirty (30) days after any such termination,  any
accrued but unpaid  consulting  fees to the date of termination  and any accrued
but unpaid expenses required to be reimbursed pursuant to Section 3(b) above. In
the event of a termination  pursuant to any of Section 4(b) or (c) above,  Windy
City shall be entitled to continued  payment of the consulting  fees pursuant to
Section 3(a) above until the expiration of the Term as if such  termination  had
not occurred,  with such payments being in addition to the payments described in
the previous sentence.

                  5.       Nonsolicitation;    Nondisclosure    of   Proprietary
Information; Surrender of Records.

                           5.1  Nonsolicitation.  In  view  of  the  unique  and
valuable  services  it is  expected  Windy  City and Kanter  will  render to the
Company,  Windy City's and Kanter's  knowledge of the customers,  trade secrets,
and other  proprietary  information  relating to the business of the Company and
the  Company's   subsidiaries   and  their  customers  and  suppliers,   and  in
consideration  of compensation to be received  hereunder,  Windy City and Kanter
each agrees that during the Term and for a period of one year  subsequent to any
termination  hereunder,

                                      -3-

<PAGE>

Windy City and Kanter shall not (i) directly or indirectly solicit or attempt to
solicit any of the  employees,  agents,  consultants or  representatives  of the
Company or the Company's subsidiaries to terminate his, her, or its relationship
with the Company or the Company's  subsidiaries;  or (ii) directly or indirectly
solicit or attempt to solicit any of the employees,  agents,  consultants (other
than Robert Mauer  and/or  Chicago  Advisory  Group) or  representatives  of the
Company   or  the   Company's   subsidiaries   to  become   employees,   agents,
representatives or consultants of any other person or entity.

                           5.2  Proprietary  Information.  Windy City and Kanter
each acknowledges that during the course of the consulting  engagement hereunder
Windy  City  and  Kanter  will  necessarily  have  access  to  and  make  use of
proprietary  information  and  confidential  records  of  the  Company  and  the
Company's  subsidiaries.  Windy City and Kanter  each  covenants  that it and he
shall not during the Term or at any time thereafter, directly or indirectly, use
for its or his own purpose or for the benefit of any person or entity other than
the Company,  nor otherwise  disclose,  any such proprietary  information to any
individual or entity,  unless such  disclosure has been authorized in writing by
the Company or is otherwise required by law.

                           For   purposes  of  this   Section  5,   "proprietary
information"  shall not include  information  which (i) is or becomes  generally
available to the public other than as a result of a breach of this  Agreement by
Windy City or Kanter;  (ii) was within  Windy City's or Kanter's  possession  or
knowledge  prior  to its  being  furnished  to the  Company,  provided  that the
information  was not  obtained  in  connection  with the  consulting  engagement
hereunder or Kanter's prior  employment by the Company;  (iii) is  independently
developed by Windy City or Kanter other than in connection  with the  consulting
engagement hereunder;  or (iv) is obtained by Windy City or Kanter in its or his
capacity as an investor in the Company or the Company's  (or its  subsidiaries')
portfolio  companies and not in connection  with the  performance  of the duties
hereunder,  provided  that  information  obtained by Windy City or Kanter  under
circumstances  under which it or he has any obligation to keep such  information
confidential   shall  be  "proprietary   information"  to  the  extent  of  such
obligation.

                           5.3 Confidentiality  and Surrender of Records.  Windy
City and Kanter  each  agrees  that it or he shall not during the Term or at any
time thereafter  (irrespective of the  circumstances  under which the consulting
engagement  terminates),  except as  required  by law,  directly  or  indirectly
publish,  make known or in any fashion disclose any confidential  records to, or
permit any inspection or copying of  confidential  records by, any individual or
entity other than in the course of such  individual's or entity's  employment or
retention  by the  Company,  nor shall  Windy  City or Kanter  retain,  and will
deliver  promptly to the Company,  any of the same following  termination of the
consulting  engagement  hereunder for any reason or upon request by the Company.
For purposes hereof, "confidential records" means all correspondence, memoranda,
files,  manuals,  books,  lists,  financial,  operating  or  marketing  records,
magnetic tape or electronic or other media or equipment of any kind which may be
in Windy City's or Kanter's possession or under its or his control or accessible
to it or him which  contain any  proprietary  information  of the Company or the
Company's  subsidiaries.  All confidential  records shall be and remain the sole
property of the Company,  or, as applicable,  the Company's  subsidiaries during
the Term and thereafter.

                                      -4-

<PAGE>

                           5.4  Enforcement.  Windy City and Kanter  each agrees
that the  remedy at law for any  breach  or  threatened  breach of any  covenant
contained  in this  Section  5 would be  inadequate  and that  the  Company,  in
addition to such other  remedies as may be  available to it at law or in equity,
shall be entitled to institute  proceedings  in any court or courts of competent
jurisdiction  to obtain  damages  for  breach of this  Section 5 and  injunctive
relief.

                  6.       No Conflict. Windy City covenants that neither it nor
Kanter is now,  and shall not  become,  party to or  subject  to any  agreement,
contract,  understanding  or covenant,  or under any obligation,  contractual or
otherwise,  in any way restricting or adversely  affecting its or his ability to
act for the Company in all of the respects contemplated hereby.

                  7.       Cooperation.  Windy City shall  cooperate  fully with
the Company in the  prosecution  or defense,  as the case may be, of any and all
actions, governmental inquiries or other legal proceedings in which Windy City's
or Kanter's  assistance may be requested by the Company.  Such cooperation shall
include,  among other things,  making  documents  relating to the Company or its
subsidiaries or any of their  respective  businesses in Windy City's or Kanter's
custody or  control  available  to the  Company or its  counsel,  making  Kanter
available  for  interviews  by the  Company or its  counsel,  and making  Kanter
available  to  appear as a  witness,  at  deposition,  trial or  otherwise.  Any
reasonable vouchered out-of-pocket expenses incurred by Windy City in fulfilling
its  obligations  under  this  Section  7 shall be  promptly  reimbursed  by the
Company.

                           The  provisions  of this Section 7 shall  survive the
termination  or expiration of this  Agreement and the Term;  provided,  however,
that Windy City's  obligations under this Section 7 subsequent to the expiration
of this Agreement and the Term shall be on terms to be negotiated  between Windy
City and the Company's Board of Directors in good faith.

                  8.       Notices.  Any  notice,  consent,   request  or  other
communication  made or given  in  accordance  with  this  Agreement  shall be in
writing either (i) by personal delivery to the party entitled  thereto,  (ii) by
facsimile  with  confirmation  of receipt,  or (iii) by  registered or certified
mail,  return  receipt  requested.   The  notice,  consent,   request  or  other
communication shall be deemed to have been received upon personal delivery, upon
confirmation  of receipt of facsimile  transmission,  or, if mailed,  three days
after mailing. Any notice, consent, request or other communication made or given
in accordance  with this Agreement  shall be made to those listed below at their
following  respective  addresses or at such other address as each may specify by
notice to the others:

                  To the Company:

                           Walnut Financial Services, Inc.
                           650 Madison Avenue, 21st Floor
                           New York, New York 10022
                           Attention:  Joseph Mark
                           Facsimile No.:  (212) 223-0161

                                      -5-

<PAGE>

                  With a copy to:

                           Peter S. Kolevzon, Esq.
                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Facsimile No.:  (212) 715-8000

                  To Windy City:

                           Windy City, Inc.
                           8000 Towers Crescent Drive
                           Suite 1070
                           Vienna, Virginia 22182
                           Attention:  Joel Kanter
                           Facsimile No.:  (703) 448-7751

                  9.       Miscellaneous.

                           (a)  The  failure  of  either  party  at any  time to
require performance by the other party of any provision hereunder will in no way
affect  the right of that party  thereafter  to  enforce  the same,  nor will it
affect any other  party's  right to enforce  the same,  or to enforce any of the
other  provisions in this Agreement;  nor will the waiver by either party of the
breach of any  provision  hereof be taken or held to be a waiver of any prior or
subsequent breach of such provision or as a waiver of the provision itself.

                           (b) This Agreement is a personal contract calling for
the  provision  of unique  services  by  Kanter,  and Windy  City's  rights  and
obligations  hereunder  may  not be  sold,  transferred,  assigned,  pledged  or
hypothecated by Windy City or Kanter.  The rights and obligations of the Company
hereunder will be binding upon and run in favor of the successors and assigns of
the Company, but no assignment by the Company shall release the Company from its
obligations  hereunder,  and the Company shall not assign this  Agreement to any
entity outside of the Company.

                           (c) Each of the covenants and agreements set forth in
this Agreement are separate and  independent  covenants,  each of which has been
separately  bargained for and the parties  hereto intend that the  provisions of
each such covenant shall be enforced to the fullest extent  permissible.  Should
the whole or any part or  provision  of any such  separate  covenant  be held or
declared  invalid,  such invalidity  shall not in any way affect the validity of
any other such  covenant or of any part or  provision  of the same  covenant not
also held or declared invalid.  If any covenant shall be found to be invalid but
would be valid if some  part  thereof  were  deleted  or the  period  or area of
application   reduced,   then  such  covenant  shall  apply  with  such  minimum
modification as may be necessary to make it valid and effective.

                                      -6-

<PAGE>

                           (d) This Agreement shall be governed and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be wholly performed  within that State,  without regard to the principles
of conflicts of law.

                           (e)   This    Agreement   sets   forth   the   entire
understanding between the parties as to the subject matter of this Agreement and
merges  and  supersedes  all  prior  agreements,  commitments,  representations,
writings  and  discussions  between the  parties  with  respect to that  subject
matter. This Agreement may be terminated, altered, modified or changed only by a
written instrument signed by both parties hereto.

                           (f) The  Section  headings  contained  herein are for
purposes of convenience only and are not intended to define or list the contents
of the Sections.

                           (g) The provisions of this  Agreement  which by their
terms call for  performance  subsequent to  termination  of the Term, or of this
Agreement, shall so survive such termination.

                           (h) In rendering the services to be rendered by Windy
City  hereunder,  Windy City shall be an independent  contractor.  Neither Windy
City nor  Kanter  shall be  considered  as  having an  employee  status or being
entitled to participate in any employee plans,  arrangements or distributions by
the Company.  Neither Windy City nor Kanter shall act as an agent of the Company
and  neither  shall  be  entitled  to  enter  into  any  agreements,  incur  any
obligations  on behalf of the Company,  or be  authorized to bind the Company in
any manner  whatsoever,  and neither shall refer to the Company as a customer in
any manner or format without the prior written  consent of the Company.  No form
of joint  venture,  partnership or similar  relationship  between the parties is
intended or hereby created.

                           As an  independent  contractor,  Windy  City shall be
solely  responsible  for  determining  the means and methods for  performing the
professional  and/or technical  services  described herein, and Windy City shall
have  complete  charge  and  responsibility  for  Kanter.  All of  Windy  City's
activities  will be at its own risk and Windy City is hereby given notice of its
responsibility for arrangements to guard against physical,  financial, and other
risks, as appropriate.

                           Except as  otherwise  required  by law,  the  Company
shall not withhold any sums from the payments to be made for Social  Security or
other  federal,  state  or  local  tax  liabilities  or  contributions,  and all
withholding,  liabilities,  and  contributions  shall  be  solely  Windy  City's
responsibility.


                                      -7-

<PAGE>


                  Please  confirm Windy City's  agreement  with the foregoing by
signing and  returning the enclosed  copy of this letter,  following  which this
will be a legally  binding  agreement  between us as of the date  first  written
above.


                                          Very truly yours,

                                          WALNUT FINANCIAL SERVICES, INC.


                                          By: /s/ Joel Kanter
                                             --------------------------------
                                             Name:  Joel Kanter
                                             Title: President

Accepted and Agreed:

Windy City, Inc.


By: /s/ Joshua S. Kanter
   ----------------------------
   Name: Joshua S. Kanter
   Title: Vice President


                  Joel Kanter hereby accepts,  and agrees to abide by, the terms
of Section 5 of the Agreement.


                                          /s/ Joel Kanter
                                          -----------------------------------
                                          Joel Kanter


                                      -8-