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                                                                    EXHIBIT 99.2

                        REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered  into as of this 18th; day of  December, 1997 by and between Walnut
Financial Services, Inc., a Utah corporation ("WFS"), Lawrence Kaplan,
Frank Skelly, Craig Gross, Theodore Burns and Paul Savage (individually, a
"Warrant Purchaser" and, collectively, the "Warrant Purchasers"), those parties
listed on Exhibit A attached hereto and made a part hereof, each of whom has
executed a supplemental signature page hereto (individually, a "Purchaser" and,
collectively, the "Purchasers", and, collectively, with the Warrant Purchasers,
the "Holders"), and Walsh Manning Securities, LLC, a New York limited liability
company (the "Placement Agent").

                                   RECITALS

     A. Pursuant to a Warrant Purchase Agreement dated as of October 15, 1997
        (the "Purchase Agreement") by and between the Warrant Purchasers and
        WFS, the Warrant Purchasers have purchased in the aggregate 1,000,000
        Class A Warrants of WFS.

     B. Pursuant to a private placement consummated in October, 1997 (the
        "Private Placement"), each of the Purchasers has purchased units (the
        "Units") of WFS, with each Unit consisting of 50,000 shares of WFS'
        common stock, $.01 par value per share (the "Common Stock"), and 35,000
        Class A Redeemable Common Stock purchase warrants (the "Class A
        Warrants").

     C. In connection with the Private Placement and the Purchase Agreement,
        WFS has agreed to provide certain registration rights to the Holders,
        which registration rights are hereby provided on the terms and
        conditions of this Agreement.

                                  AGREEMENT

        NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1.      DEFINITIONS. As used herein, the following terms shall have the
following meanings:

        a. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           amended, and all rules and regulations promulgated thereunder.

        b. "Registrable Securities" shall mean the Common Stock and the Common
           Stock underlying the Class A Warrants, in each case as issued to a
           Holder in connection with the Private Placement or the Purchase
           Agreement, and any Common Stock issued or issuable with respect to
           such securities by way of stock dividend or stock split or in
           connection with a combination of shares, recapitalization, merger,
           consolidation or other reorganization.



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           As to any particular Registrable Securities, such securities will
           cease to be Registrable Securities when they have (i) been
           effectively registered under the Securities Act and disposed of in
           accordance with the Registration Statement covering them, (ii) are
           eligible for resale to the public in accordance with Rule 144 under
           the Securities Act by a Holder (or any similar rule or regulation
           then in force), or (iii) been otherwise transferred and new
           certificates for them not bearing a Securities Act restrictive
           legend have been delivered by WFS. Whenever any particular
           securities cease to be Registrable Securities, the holder thereof
           will be entitled to receive from WFS, at such holder's sole cost and
           expense, new securities of like tenor not bearing a restrictive
           legend.

     c.    "Registration Expenses" shall mean all expenses incident to the
           performance of or compliance with this Agreement, including,
           without limitation, all registration and filing fees, fees and
           expenses of compliance with securities or blue sky laws, printing
           expenses, messenger and delivery expenses, and fees and
           disbursements of counsel and all independent certified public
           accountants, underwriters (excluding discounts and commissions) and
           other persons or entities retained in connection therewith.

     d.    "Registration Statement" shall mean a registration statement filed
           pursuant to the Securities Act on Form S-1, S-2, S-3 or any similar
           form pursuant to which the Registrable Securities may be registered.

     e.    "Securities Act" shall mean the Securities Act of 1933, as amended,
           and all rules and regulations promulgated thereunder.

2.   PIGGYBACK REGISTRATIONS.

     a.    RIGHT TO PIGGYBACK. Whenever WFS proposes to register any of its
           securities under the Securities Act (other than pursuant to a Demand
           Registration (as defined in paragraph 3 below) and other than a
           registration on Form S-4 or S-8 or any other registration in
           connection with an acquisition by WFS) and the registration form to
           be used may be used for the registration of any Registrable
           Securities (a "Piggyback Registration"), WFS will (i) give at least
           30 days prior written notice to all Holders of its intention to file
           such a Registration Statement, and (ii) include in such registration
           all Registrable Securities in accordance with the priorities set
           forth in paragraphs 2(c) and 2(d) below with respect to which WFS
           has received written requests for inclusion therein within 20 days
           after the applicable Holder's receipt of WFS' notice.

     b.    PIGGYBACK EXPENSES. All Registration Expenses incurred by WFS in
           connection with any Piggyback Registration will be paid by WFS. All
           Registration Expenses incurred by a Holder in connection with any
           Piggyback Registration will be paid by such Holder.




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     c.    PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is an
           underwritten primary registration on behalf of WFS and the managing
           underwriters advise WFS in writing that in their opinion the number
           of securities requested to be included in such registration exceeds
           the number which can be sold in such offering, WFS will include in
           such registration (i) first, the securities that WFS proposes to
           sell, and (ii) second, the Registrable Securities and other
           securities requested to be included in such registration, pro rata
           among the Holders and the holders of any other securities requested
           to be included therein on the basis of the number of Registrable
           Securities or other securities being requested for registration
           which are owned by such persons.

     d.    PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
           an underwritten secondary registration on behalf of holders of WFS'
           securities and the managing underwriters advise WFS in writing that
           in their opinion the number of securities requested to be included
           in such registration exceeds the number which can be sold in such
           offering, WFS will include in such registration (i) first, the
           securities requested to be included therein by the holders of
           securities requesting such registration, and (ii) second, the
           Registrable Securities and other securities requested to be included
           in such registration, pro rata among the Holders and the holders of
           any other securities requested to be included therein on the basis
           of the number of Registrable Securities or other securities being
           requested for registration which are owned by such persons.

3.   DEMAND REGISTRATIONS.

     a.    REQUESTS FOR REGISTRATION. Subject to the terms of this Agreement,
           the Placement Agent, at any time after the date which is six months
           after the final closing of the Private Placement, may request that
           WFS file a Registration Statement with respect to all or part of the
           Holders' Registrable Securities. Within 15 days after receipt of any
           such request, WFS will give written notice of such request to each
           of the other Holders and will include in such registration all
           Registrable Securities with respect to which WFS has received
           written requests for inclusion therein within 20 days after the
           applicable Holder's receipt of WFS' notice. All registrations
           requested pursuant to this Paragraph 3 are referred to herein as
           "Demand Registrations."

     b.    NUMBER OF DEMAND REGISTRATIONS. The Placement Agent will be entitled
           to request one Demand Registration solely with respect to the
           Registrable Securities held by the Warrant Purchasers (excluding the
           Purchasers) and one Demand Registration with respect to the
           Registrable Securities held by the Holders, and in each such case
           WFS will pay all Registration Expenses. A registration will not
           count as one of the permitted Demand Registrations (i) until it has
           become effective (unless such registration has not become effective
           due to the fault of the Placement Agent or the Holders that request
           to participate in such registration, as



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           the case may be) and (ii) unless the Placement Agent or the Holders,
           as the case may be, are able to register at least seventy-five
           percent (75%) of the Registrable Securities requested to be included
           in such registration (unless such persons are not so able to
           register such Registrable Securities due to the fault of such
           persons).

     c.    PRIORITY ON DEMAND REGISTRATIONS. In the case of the Demand
           Registration relating solely to Registrable Securities held by the
           Warrant Purchasers, if other securities (other than Registrable
           Securities held by the Placement Agent) are to be included in such
           Demand Registration, and such Demand Registration is an underwritten
           offering in which the managing underwriters advise WFS in writing
           that in their opinion the number of the Registrable Securities and
           other securities requested to be included exceeds the number of
           Registrable Securities and other securities which can be sold in
           such offering, WFS shall include in such registration all of the
           Warrant Purchasers' Registrable Securities requested to be
           registered prior to the inclusion of Registrable Securities of any
           Purchaser, and shall include in such registration, prior to the
           inclusion of any securities which are not Registrable Securities,
           the number of Registrable Securities requested to be included by the
           Purchasers which in the opinion of such underwriters can be sold, pro
           rata among the respective Purchasers on the basis of the number of
           Registrable Securities so required to be included therein. In the
           case of the Demand Registration relating to all of the Registrable
           Securities, if other securities (other than Registrable Securities)
           are to be included in such Demand Registration, and such Demand
           Registration is an underwritten offering in which the managing
           underwriters advise WFS in writing that in their opinion the number
           of Registrable Securities and other securities requested to be
           included exceeds the number of Registrable Securities and other
           securities which can be sold in such offering, WFS will include in
           such registration, prior to the inclusion of any securities which
           are not Registrable Securities, the number of Registrable Securities
           requested to be included which in the opinion of such underwriters
           can be sold, pro rata among the respective Holders on the basis of
           the number of Registrable Securities so requested to be included
           therein.

4.   HOLDBACK AGREEMENT. In connection with any underwritten Piggyback
     Registration, each Holder agrees not to effect any public sale or
     distribution of equity securities of WFS, or any securities convertible
     into or exchangeable or exercisable for such securities, during the period
     beginning seven days prior to and ending on the date which is 90 days
     after the effective date of any such underwritten Piggyback Registration
     in which Registrable Securities are included on behalf of said Holder,
     unless the underwriters managing the registered public offering otherwise
     agree.

5.   REGISTRATION PROCEDURES. Whenever any holder has requested that any
     Registrable Securities be registered pursuant to this Agreement, WFS will
     use its best efforts to:

     a.    effect the registration and the sale of such Registrable Securities
           in accordance with the intended method of disposition thereof, and
           pursuant thereto, WFS will



<PAGE>   5

           as expeditiously as possible prepare and file with the Securities
           and Exchange Commission a Registration Statement with respect to
           such Registrable Securities and use its best efforts to cause such
           Registration Statement to become effective;

     b.    prepare and file with the Securities and Exchange Commission (the
           "SEC") such amendments and supplements to such Registration
           Statement and the prospectus used in connection therewith as may be
           necessary to keep such registration statement effective for a period
           of not less than nine months and comply with the provisions of the
           Securities Act with respect to the disposition of all securities
           covered by such Registration Statement during such period in
           accordance with the intended methods of disposition by the sellers
           thereof set forth in such Registration Statement;

     c.    furnish to each Holder such number of copies of such Registration
           Statement, each amendment and supplement thereto and the prospectus
           included in such Registration Statement (including each preliminary
           prospectus) as such Holder may reasonably require; and furnish to
           Placement Agent copies of all correspondence with the SEC with
           respect to such Registration Statement;

     d.    register or qualify, as the case may be, such Registrable Securities
           under such other securities or blue sky laws of such jurisdictions
           as any Holder may reasonably request and do any and all other acts
           and things which may be reasonably necessary to enable such Holder
           to consummate the disposition in such jurisdictions of Registrable
           Securities owned by such Holder (provided that WFS will not be
           required to (i) qualify generally to do business in any jurisdiction
           where it would not otherwise be required to qualify but for this
           subparagraph, (ii) subject itself to taxation in any such
           jurisdiction, or (iii) consent to general service of process in any
           such jurisdiction);

     e.    notify the Placement Agent, at any time when a prospectus relating to
           Registrable Securities is required to be delivered under the
           Securities Act, of the happening of any event as a result of which
           the prospectus included in such Registration Statement contains an
           untrue statement of a material fact or omits any fact necessary to
           make the statements therein not misleading, and, at the request of
           the Placement Agent, prepare a supplement or amendment to such
           prospectus so that, as thereafter delivered to the purchasers of
           such Registrable Securities, such prospectus will not contain an
           untrue statement of a material fact or omit to state any fact
           necessary to make the statements therein not misleading; and

     f.    provide a transfer agent and registrar for all such Registrable
           Securities not later than the effective date of such Registration
           Statement.


<PAGE>   6

6.   INDEMNIFICATION.

     a.    WFS agrees to indemnify, to the extent permitted by law, each Holder,
           its officers and directors and each person or entity who controls
           such Holder (within the meaning of the Securities Act) against, and
           to pay to such persons the amount of, all losses, claims, damages,
           liabilities and expenses caused by any untrue or alleged untrue
           statement of material fact contained in any Registration Statement,
           prospectus or preliminary prospectus or any amendment thereof or
           supplement thereto or any omission or alleged omission of a material
           fact required to be stated therein, except insofar as the same are
           caused by or contained in any information furnished to WFS by such
           Holder in writing expressly for use therein or which such Holder
           failed to provide after being so requested or by such Holder's
           failure to deliver a copy of the Registration Statement or
           prospectus or any amendments or supplements thereto after WFS has
           furnished such Holder with a sufficient number of copies of the same
           or which is otherwise attributable to the negligence or willful
           misconduct of such Holder. In connection with an underwritten
           offering, WFS will indemnify such underwriters, their officers and
           directors and each person or entity who controls such underwriters
           (within the meaning of the Securities Act) to the same extent as
           provided above with respect to the indemnification of the Holders.

     b.    In connection with any Registration Statement in which a Holder is
           participating, each such Holder will furnish to WFS in writing,
           within 15 days after request therefor, such information and
           affidavits as WFS reasonably requests for use in connection with any
           such Registration Statement or prospectus and, to the extent
           permitted by law, will indemnify WFS, its directors and officers and
           each person or entity who controls WFS (within the meaning of the
           Securities Act), against, and will pay to such persons the amount
           of, all losses, claims, damages, liabilities and expenses resulting
           from any untrue or alleged untrue statement of material fact
           contained or required to be contained in the Registration Statement,
           prospectus or preliminary prospectus or any amendment thereof or
           supplement thereto or any omission or alleged omission of a material
           fact required to be stated therein or necessary to make the
           statements therein not misleading, but only to the extent that such
           untrue statement or omission is contained or required to be
           contained in any information or affidavit so furnished or required
           to be so furnished in writing by such Holder.

     c.    Any person or entity entitled to indemnification hereunder will (i)
           give prompt written notice to the indemnifying party of any claim
           with respect to which it seeks indemnification, and (ii) unless in
           such indemnified party's reasonable judgment a conflict of interest
           between such indemnified and indemnifying parties may exist with
           respect to such claim, permit such indemnifying party to assume the
           defense of such claim, with counsel reasonably satisfactory to the
           indemnified party. If such defense is assumed, the indemnifying
           party will not be subject to any liability for any settlement made
           by the indemnified party without the



<PAGE>   7

           indemnifying party's consent (but such consent will not be
           unreasonably withheld). An indemnifying party who is not entitled
           to, or elects not to, assume the defense of a claim will not be
           obligated to pay the fees and expenses of more than one counsel for
           all parties indemnified by such indemnifying party with respect to
           such claim, unless in the reasonable judgment of any indemnified
           party a conflict of interest may exist between such indemnified
           party and any other of such indemnified parties with respect to such
           claim.

     d.    The indemnification provided for under this Agreement will remain
           in full force and effect regardless of any investigation made by or
           on behalf of the indemnified party or any officer, director or
           controlling person or entity of such indemnified party and will
           survive the transfer of securities.

7.   CURRENT PUBLIC INFORMATION. At all times after WFS has filed a
     Registration Statement with the Securities and Exchange Commission
     pursuant to the requirements of either the Securities Act or the Exchange
     Act in connection with a registration pursuant to this Agreement, and such
     Registration Statement has been declared effective, WFS will file all
     reports required to be filed by it pursuant to the Securities Act or the
     Exchange Act, and will take such further action as any Holder may
     reasonably request, all to the extent required to enable such Holders to
     sell Registrable Securities pursuant to (i) Rule 144 under the Securities
     Act (or any similar rule or regulation then in force), or (ii) an
     effective Registration Statement.

8.   MISCELLANEOUS.

     a.    POWER OF ATTORNEY. Each Holder, by its execution hereof, hereby
           makes, constitutes and appoints the Placement Agent as its true and
           lawful agent and attorney-in-fact, with full power of substitution
           and full power and authority in its name, place and stead to make,
           execute, sign, acknowledge, swear to, record and file any amendment,
           supplement or modification to this Agreement and any certificate or
           other instrument deemed advisable by the Placement Agent to carry
           out the provisions of this Agreement and applicable law. The
           foregoing power of attorney shall be deemed to be a power coupled
           with an interest and shall be irrevocable, may be exercised by the
           Placement Agent either by signing as attorney-in-fact for each
           Holder or, after listing all of the Holders executing an instrument,
           by a single signature of the Placement Agent acting as
           attorney-in-fact for all of them, and shall survive the delivery of
           an assignment by a Holder of the whole or any fraction of its
           Registrable Securities.

     b.    REMEDIES. Any person or entity having rights under any provision of
           this Agreement will be entitled to enforce such rights specifically,
           to recover damages caused by reason of any breach of any provision
           of this Agreement, and to exercise all other rights granted by law.


<PAGE>   8

     c.    AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
           provisions of this Agreement may be amended and WFS may take any
           action herein prohibited, or omit to perform any act herein required
           to be performed by it, only if WFS has obtained the written consent
           of the Placement Agent.

     d.    SUCCESSORS AND ASSIGNS. All covenants and agreements in this
           Agreement by or on behalf of any of the parties hereto will bind and
           inure to the benefit of the respective successors and assigns of the
           parties hereto whether so expressed or not.

     e.    HEADINGS. The headings of various paragraphs of this Agreement have
           been inserted for reference only and shall not be a part of this
           Agreement.

     f.    SEVERABILITY. Whenever possible, each provision of this Agreement
           shall be interpreted in such a manner as to be effective and valid
           under applicable law. If, however, any provision of this Agreement
           shall be determined by a court of competent jurisdiction to be
           invalid or unenforceable, such provisions shall be ineffective to
           the extent of such invalidity or unenforceability, without
           invalidating the remainder of such provision or the remaining
           provisions of this Agreement.

     g.    GOVERNING LAW. This Agreement has been negotiated and delivered at
           Chicago, Illinois, and shall be governed by and construed in
           accordance with the internal laws of the State of Illinois without
           reference to (i) its judicially or statutorily pronounced rules
           regarding conflict of laws or choice of law; (ii) where any
           instrument is executed or delivered; (iii) where any payment or
           other performance required by any such instrument is made or
           required to be made; (iv) where any breach of any provision of any
           such instrument occurs, or any cause of action otherwise accrues;
           (v) where any action or other proceeding is instituted or pending;
           (vi) the nationality, citizenship, domicile, principal place of
           business, or jurisdiction or organization or domestication of any
           party; (vii) whether the laws of the forum jurisdiction otherwise
           would apply the laws of a jurisdiction other than the State of
           Illinois; or (viii) any combination of the foregoing.

     h.    NOTICES. Any notice required or permitted to be given hereunder
           shall be in writing, and shall be either (i) personally delivered,
           (ii) sent by U.S. certified or registered mail, return receipt
           requested, postage prepaid, or (iii) sent by Federal Express or
           other reputable common carrier guaranteeing next business day
           delivery, to the respective addresses of the parties set forth
           below, or to such other place as any party hereto may by notice
           given as provided herein designate for receipt of notices hereunder.
           Any such notice shall be deemed given and effective upon receipt or
           refusal of receipt thereof by the primary party to whom it is to be
           sent.



<PAGE>   9



    If to WFS to:                 Walnut Financial Services, Inc.
                                  8000 Towers Crescent Drive, Suite 1070
                                  Vienna, Virginia 22182
                                  Attention: Mr. Joel S. Kanter

    with a required copy to:      Barack Ferrazzano Kirschbaum
                                    Perlman & Nagelberg
                                  333 West Wacker Drive
                                  Suite 2700
                                  Chicago, Illinois 60606
                                  Attention: Gretchen Anne Trofa, Esq.

    If to the Placement
      Agent to:               Walsh Manning Securities, LLC
                                  90 Broad Street
                                  New York, New York 10004
                                  Attention: Mr. Theodore Burns

    with a copy to:               McLaughlin & Stern LLP
                                  260 Madison Avenue, 18th Floor
                                  New York, New York 10016
                                  Attention: David W. Sass, Esq.

    If to a Holder to:            The address of such Holder shown on Exhibit A


i.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
    understanding among the parties with regard to the subject matter hereof,
    and there are no other prior or contemporaneous written or oral agreements,
    undertakings, promises, warranties, or covenants respecting such subject
    matter not expressly set forth herein.

j.  COUNTERPARTS. This Agreement may be executed in any number of identical
    counterparts, any of which may contain the signatures of less than all
    parties, and all of which together shall constitute a single agreement.



<PAGE>   10

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.

                                WALNUT FINANCIAL SERVICES, INC.,
                                a Utah corporation



                                By:  /s/ Joel S. Kanter
                                     --------------------------------------
                                Its: President
                                     --------------------------------------


                                WALSH MANNING SECURITIES, LLC,
                                a New York limited liability company



                                By:  /s/ Theodore Burns
                                     --------------------------------------
                                Its: Vice President
                                     --------------------------------------


                     [ADDITIONAL SIGNATURE PAGES FOLLOW]



<PAGE>   11

                        REGISTRATION RIGHTS AGREEMENT
                         SUPPLEMENTAL SIGNATURE PAGE

                              WARRANT PURCHASERS

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.



Address:                                    /s/ Lawrence Kaplan
        ----------------------------     --------------------------------------
                                         Lawrence Kaplan
------------------------------------

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

Address:                                    /s/ Frank Skelly
        ----------------------------     --------------------------------------
                                         Frank Skelly
------------------------------------

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


Address:                                    /s/ Craig Gross
        ----------------------------     --------------------------------------
                                         Craig Gross
------------------------------------

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


Address:                                    /s/ Theodore Burns
        ----------------------------     --------------------------------------
                                         Theodore Burns
------------------------------------

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


Address:                                    /s/  Paul Savage
        ----------------------------     --------------------------------------
                                         Paul Savage
------------------------------------

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








<PAGE>   12

                                  EXHIBIT A



                                 PURCHASERS