Exhibit 10.8

                              AMENDED AND RESTATED
                        RESTRICTED STOCK GRANT AGREEMENT


                This  Agreement,  dated  as of the  2nd day of  November,  1999,
between THCG, Inc. (the "Company") and Shai Novik (the  "Participant"),  entered
into pursuant to the 1999 Walnut Financial Services,  Inc. Stock Incentive Plan,
as the same may be  amended  from time to time (the  "Plan").  Unless  otherwise
defined herein,  capitalized  terms used herein shall have the meanings given to
them under the Plan.

                               W I T N E S S E T H

                WHEREAS, as memorialized in a letter to the Participant from Adi
Raviv of Tower Hill Securities,  Inc.  ("Tower Hill"),  dated February 26, 1999,
the Participant  accepted the position of Managing  Director and Chief Operating
Officer of Tower  Hill,  the terms of which  employment  included,  among  other
things,  the granting of options to purchase up to 10% of the outstanding equity
of Tower Hill in two installments of 5% each;

                WHEREAS,  the  Participant  executed  an  Agreement  for Options
Grant, dated as of April 21, 1999 (the "Option Agreement"), pursuant to which he
was granted an option to  purchase  5% of the equity of Tower Hill,  at a strike
price of $0.01, to vest in monthly installments pro rata over 24 months starting
on March 1, 1999 and ending February 1, 2001, and a second option to purchase an
additional  5% of such equity,  at a strike  price of $0.01,  to vest in monthly
installments  pro rata  over 60  months  starting  on March 1,  1999 and  ending
February 1, 2004;

                WHEREAS,  Tower  Hill  entered  into that  certain  Amended  and
Restated  Agreement and Plan of Merger by and among Walnut  Financial  Services,
Inc., Tower Hill  Acquisition  Corp., and Tower Hill, dated as of August 5, 1999
(the  "Merger  Agreement"),  whereby  outstanding  shares of Tower Hill would be
converted into shares of Company;

                WHEREAS, Section 2.1(c) of the Merger Agreement provides for the
cancellation  of any  options  to  acquire  shares  of  Tower  Hill  held by the
Participant,  including  those  pursuant  to the Option  Agreement  or any other
agreement,  and for the  issuance  of  Restricted  Stock of the  Company  to the
Participant;

                WHEREAS,  the  Participant  agreed  to the  cancellation  of the
Option  Agreement  and each option  granted  thereunder or pursuant to any other
agreement in exchange for a grant of shares of Restricted  Stock pursuant to the
Plan;

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                WHEREAS,  effective  as of  November  1, 1999,  the  Participant
received such a grant pursuant to the Plan (the "November 1st Grant");

                WHEREAS,  the Committee and the Participant have agreed to amend
and restate certain terms of the November 1st Grant;

                WHEREAS,  the Plan  requires  that such grant be  evidenced by a
written agreement, executed by the Company and the Participant,  containing such
restrictions,  terms  and  conditions  as may be  required  by the  Plan and the
Committee; and

                WHEREAS,  this Amended and Restated Agreement (this "Agreement")
has  been  approved  by  the  Committee  to  evidence  the  grant  made  to  the
Participant;

                NOW,  THEREFORE,  in  consideration  of the  premises and mutual
agreements  hereinafter set forth,  the Participant and the Company hereby amend
and restate the November 1st Grant in its entirety and agree as follows:

                1. The Company,  effective  as of the Date of the Grant,  hereby
grants to the Participant  372,281 shares of Restricted Stock (the "Grant"),  in
two classes of 204,755 and 167,526 shares  (respectively,  the "First Class" and
the  "Second  Class")  which  shall be  subject to the  restrictions,  terms and
conditions  set forth below and in the Plan.  The Grant is issued in replacement
of the options granted  pursuant to the Option Agreement or any other agreement,
which are hereby cancelled and without further force or effect.

                2. The  Issue  Date for each of the First  Class and the  Second
Class of the Grant is November 1, 1999.

                3. (a) The vesting dates (each,  a "Vesting  Date") with respect
to each class are as follows:

                (i) That number of shares of  Restricted  Stock  pursuant to the
                First Class that equals the total  number of First Class  shares
                multiplied  by a fraction  the  numerator  of which is the total
                number of whole  months from March 1, 1999 to the Issue Date and
                the  denominator  of which is 24 shall be  vested  on the  Issue
                Date; the balance of the First Class shares of Restricted  Stock
                shall vest in four equal three-month ("quarterly") installments,
                commencing on the first quarterly  anniversary of the Issue Date
                (February 1, 2000) and ending on the one-year anniversary of the
                Issue Date.

                (ii) That number of shares of Restricted  Stock  pursuant to the
                Second Class that equals the total number of Second Class shares
                multiplied  by a fraction  the  numerator  of which is the total
                number of whole  months from March 1, 1999 to the Issue Date and
                the  denominator  of which is 60 shall be  vested  on the  Issue
                Date; the balance of the Second Class shares of Restricted Stock
                shall vest in equal quarterly installments,  commencing on first
                quarterly  anniversary  of the  Issue  Date  and  ending  on the
                three-year anniversary of the Issue Date.

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                (b) Until a share of  Restricted  Stock vests,  the  Participant
acknowledges  that the Participant may not, and the Participant  agrees that the
Participant  shall  not,  transfer  the  Participant's  rights to such  share of
Restricted  Stock  or to any  cash  payment  related  thereto.  Until a share of
Restricted  Stock vests,  no attempt to transfer such shares or the right to any
cash payment related  thereto,  whether by transfer,  pledge,  hypothecation  or
otherwise  and  whether  voluntary  or  involuntary,  by  operation  of  law  or
otherwise,  shall  vest the  transferee  with any  interest  or right in or with
respect to such share of Restricted Stock or such cash payment,  but immediately
upon any such  attempt,  the portion of the Grant  represented  by such share of
Restricted  Stock  and any  related  cash  payment  shall be  canceled,  and the
transfer shall be of no force or effect.

                (c) Upon a Termination of Employment for any reason,  other than
for Cause,  during the six-month  period following the occurrence of a Change in
Control at any time after the  Effective  Time,  all such  shares of  Restricted
Stock which have not theretofore vested, or been canceled and forfeited pursuant
to any provision hereof, immediately shall vest.

                (d) Except as provided in Section 3(c) hereof,  the  Participant
must be employed by the Company on each subsequent quarterly  anniversary of the
Issue Date for the next  installment  of shares of  Restricted  Stock to vest on
such  Vesting  Date;  provided,  however,  if the  Participant's  Employment  is
Terminated  at any time prior to the next Vesting Date his shares of  Restricted
Stock shall vest ratably with respect to that Vesting Date,  such that the total
number of shares of  Restricted  Stock that would have vested on such date shall
be  multiplied  by a fraction the numerator of which is the total number of days
on  which  he was  employed  during  the  quarter  in  which  the  Participant's
Termination  of Employment  occurred and the  denominator  of which is the total
number of days in such quarter and the  resulting  number shall be the number of
shares of Restricted Stock that vest as of such Termination of Employment.

                (e) Except as provided in Section 3(c) hereof, the Participant's
Termination  of Employment  with the Company  (other than on account of death or
Disability)  shall cause the  immediate  forfeiture  of all shares of Restricted
Stock that have not vested as of the date of such Termination of Employment.

                (f) Upon the  Participant's  Termination of Employment  with the
Company on account of death or Disability,  all such shares of Restricted  Stock
which have not theretofore  vested,  or been canceled and forfeited  pursuant to
any provision hereof, immediately shall vest.

                4. (a) Reasonably promptly after the Issue Date, with respect to
any  shares  of  Restricted  Stock  that  have not  theretofore  vested  or been
forfeited, the Company shall issue stock certificates, registered in the name of
the Participant,  evidencing such shares of Restricted Stock; provided, that the
Company  shall  not cause to be issued  such a stock  certificate  unless it has
received a stock power endorsed by the Participant in blank with respect to such
shares of Restricted Stock.  Each such certificate,  in addition to bearing such


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legends as the Company deems necessary or appropriate to comply with federal and
applicable state securities laws, shall bear the following legend:

                "The transferability of this certificate and the shares of stock
        represented hereby are subject to the restrictions, terms and conditions
        (including  forfeiture and restrictions  against transfer)  contained in
        the 1999 Walnut  Financial  Services,  Inc. Stock  Incentive Plan and an
        Agreement  entered into between the registered  owner of such shares and
        THCG,  Inc. A copy of the Plan and Agreement is on file in the office of
        the Secretary of THCG,  Inc., 650 Madison Avenue,  21st Floor, New York,
        New York 10022."

Such legend shall not be removed from the certificates evidencing such shares of
Restricted Stock until the shares vest.

                (b) Each  certificate  issued  pursuant to Section  4(a) hereof,
together  with the stock  powers  relating to such shares of  Restricted  Stock,
shall be deposited by the Company  with a custodian  designated  by the Company.
The Company may designate itself as custodian hereunder. The Company shall cause
such custodian to issue to the Participant a receipt evidencing the certificates
held by it which are registered in the name of the Participant.

                (c)  Reasonably  promptly  after any such  shares of  Restricted
Stock vest  pursuant to Section 3 hereof,  the Company  shall cause to be issued
certificates  evidencing  such shares of  Restricted  Stock,  free of the legend
provided in Section 4(a) hereof, but including such legends as the Company deems
necessary or appropriate to comply with federal and applicable  state securities
laws, and shall cause such  certificates  to be delivered to the Participant (or
such Participant's legal representative, beneficiary or heir), together with any
other property directly related to such vested shares of Restricted Stock of the
Participant held by the custodian pursuant to Section 9 hereof.

                (d) No adjustments  shall be made for dividends or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued in respect of the Grant.

                5. The Participant  acknowledges  that: (a) this Agreement shall
neither  require the Committee to make a grant to the  Participant  at any other
time  nor  preclude  the  Committee  from  making   subsequent   grants  to  the
Participant;  (b) the Plan and this  Agreement  are not a contract of employment
and the terms of the  Participant's  employment shall not be affected in any way
by the Plan, this Agreement or related instruments; (c) the establishment of the
Plan and the grant made by this  Agreement  shall not be construed as conferring
any legal rights upon the  Participant  for  continuation  of  employment  or as
interfering  with or limiting the right of the Company or the Subsidiary by whom
the  Participant  is employed to terminate the  Participant's  employment at any
time,  for any reason,  for or without  Cause,  and without regard to the effect
that such termination might have upon the Participant as a Participant;  (d) any
grant, determination,  construction,  prescription or other act of the Committee
shall be finally and  conclusively  binding upon the  Participant  and all other

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<PAGE>

persons;  (e) no member of the  Committee  or the  Board of  Directors  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or the grant made by this Agreement;  (f) the Board of Directors may amend,
suspend or  terminate  the Plan or any part thereof at any time  provided  that,
except  as  otherwise  provided  in  the  Plan,  no  amendment,   suspension  or
termination  shall be made or effected which would adversely affect any right of
the  Participant  with respect to the grant made by this  Agreement  without the
written consent of the Participant and (g) the Participant has read the Plan and
agrees  to be  bound  by all the  provisions  thereof.  In the  event  that  any
provision  herein is  inconsistent  with the Plan,  the terms of the Plan  shall
govern.

                6. (a)  Notwithstanding  anything  herein to the  contrary,  the
Company  shall not be  obligated  to issue or  deliver  or cause to be issued or
delivered any certificates evidencing shares of Restricted Stock awarded by this
Agreement  unless  and until the  Company is  advised  by its  counsel  that the
issuance and delivery of such certificates are in compliance with all applicable
laws, regulations of governmental authority and the requirements of any exchange
or automated quotation system upon which shares of Company Stock are traded.

                (b)  The  Company   shall  not  be  obligated  to  register  any
securities  pursuant  to the  Securities  Act of 1933  (as now in  effect  or as
hereafter  amended)  (the  "Securities  Act") or to take any  other  affirmative
action in order to cause the issuance and delivery of such  certificates  or the
making of such payment to comply with any such law, regulation or requirement.

                7. (a) The Company agrees to make or cause to be made cash loans
to the Participant (the "Cash Loans") as necessary to satisfy,  and equal to the
amount of,  (i)(A) the  federal,  state and local  taxes that the  Company or an
Affiliate is required by law to withhold  with respect to the Grant of shares of
Restricted  Stock, or the vesting thereof,  in accordance with the terms of this
Agreement minus (B) an amount equal to the sum of the after-tax  proceeds of any
Cash Bonus or any other cash  payment  paid to the  Participant  by the  Company
expressly for the purpose of satisfying  all or a portion of the tax  (including
estimated  tax)  liability  to which such  withholding  relates  and (ii)(A) the
income tax  liability  incurred by the  Participant  as a result of the Grant of
shares of Restricted Stock, or the vesting thereof, in accordance with the terms
of this  Agreement,  including the tax liability  resulting from the Participant
making an election  pursuant to Section  83(b) of the  Internal  Revenue Code of
1986,  as  amended,  minus (B) an amount  equal to the sum of (1) the  after-tax
proceeds of any Cash Bonus, (2) the after-tax proceeds of any other cash payment
paid to the  Participant  by the Company and (3) any previous  Cash Loan,  where
such Cash  Bonus,  cash  payment or Cash Loan is  expressly  for the  purpose of
satisfying all or a portion of such tax liability. Cash Loans pursuant to clause
(a)(i) of this  Section 7 shall be made  immediately  prior to the date such tax
withholding  obligation  must be  satisfied.  Cash Loans made pursuant to clause
(a)(ii)  of this  Section 7 shall be made no later than 5 days prior to the date
such tax liability is due (without regard to extensions).  The term of each such
Cash Loan shall be three years and the Cash Loan shall bear  interest to be paid
at maturity at a rate equal to the prime rate in effect at the time such loan is
issued to the Participant. Each such Cash Loan shall be secured by the shares of
Restricted  Stock to which such Cash Loan  relates,  and in the event of default
the Company  shall be entitled to receive  from the  Participant  such shares of
Company  Stock.  The number of shares of Company Stock that the Company shall be
entitled to receive from the

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Participant in the event of default shall equal the quotient of the total amount
due and payable in respect of the defaulted Cash Loan over the Fair Market Value
of one share of Company Stock.  Other terms of the Cash Loan shall be determined
by the Committee in its  discretion  as  memorialized  in a Promissory  Note and
Pledge Agreement the execution of which by the Participant  shall be a condition
precedent  to the  issuance  of the Cash Loan,  provided  that the terms of such
Promissory Note and Pledge  Agreement be reasonable and customary.  In the event
of the  Participant's  Termination  of  Employment  without  cause  prior to the
maturity date of any Cash Loans,  the Company  agrees that it will discharge the
Participant's  obligations to repay to the Company any such Cash Loans that have
not so matured.  The  Participant  and the Company agree that any such discharge
shall be treated as additional  compensation  income to the  Participant for tax
purposes at the time of such discharge.

                (b) The Participant agrees to pay to the Company or an Affiliate
of the Company,  as the case may be, the amount of any taxes that the Company or
such  Affiliate  is  required by law to  withhold  with  respect to the Grant of
shares of Restricted Stock, or the vesting thereof, in accordance with the terms
of this  Agreement.  Such  payment  shall be due on the date the Company or such
Subsidiary  is required by law to  withhold  such taxes.  In the event that such
payment  is not made when due,  the  Company or such  Subsidiary  shall have the
right (i) to retain, or sell with 10 days notice or such longer notice as may be
required by  applicable  law, a  sufficient  number of the shares of  Restricted
Stock subject to any Grant made to the Participant in order to cover all or part
of the amount required to be withheld;  (ii) to deduct,  to the extent permitted
by law, from any cash payment due under the Grant made by this Agreement or from
any  payment of any kind  otherwise  due to such  person from the Company or any
Affiliate thereof all or a part of the amount required to be withheld;  or (iii)
to pursue any other  remedy at law or in equity.  The  Participant  agrees that,
with respect to Cash Loans to be made  pursuant to clause (a)(i) of this Section
7, the  Company  may  directly  apply  such Cash  Loans  towards  payment of the
withholding tax liability.

                (c) The  Participant  hereby  indemnifies  the  Company  and any
officers or directors  thereof with respect to any  liability of the Company for
taxes,  including  withholding  taxes,  and  including  interest  and  penalties
thereon, arising with respect to the Grant of shares of Restricted Stock, or the
vesting or exercise  thereof,  other than (i) any such  liability  as to which a
Cash Loan is made,  which Cash Loan is subject to the repayment  terms set forth
in  subsection  (a) of this  Section  7 and in the  Promissory  Note and  Pledge
Agreement (ii) any such liability that arises if the Company determines, or that
would have arisen had the  Company  determined,  its  withholding  liability  by
reference  to the  vesting  date of the  Restricted  Shares  and  (iii) any such
liability in excess of $150,000.

                8. In addition to the remedies of the Company elsewhere provided
for herein,  failure by the Participant (or beneficiary or permitted transferee)
to comply with any of the terms and  conditions  of the Plan or this  Agreement,
unless such failure is remedied by the  Participant (or beneficiary or permitted
transferee)  within 30 days after  having been  notified of such  failure by the
Committee,  shall be grounds for the  cancellation  of the Grant, in whole or in
part,  as  the  Committee,  in  its  sole  discretion,   determines.  Upon  such
cancellation,  the shares of  Restricted  Stock  relating to that portion of the
Grant canceled shall be irrevocably forfeited.

                9. (a) The  Committee  shall  adjust any Grant as of the date of
the  occurrence  of any of the following  events to reflect any dividend,  stock
split,  recapitalization,  merger, consolidation,  exchange of shares or similar
corporate   change  as  the  Committee  may  deem  appropriate  to  prevent  the
enlargement  or  dilution  of the  Participant's  rights  under the  Grant.  The
Participant will be notified of any adjustment made pursuant to this Section and
any such adjustment, or the failure to make such adjustment, shall be binding on
the Participant.

                (b)  Unless  the  Committee  otherwise  determines,   where  any
securities  and  other  property,  including  cash  dividends,  result  from any
dividend, stock split,  recapitalization,  merger,  consolidation,  combination,
exchange of shares or  otherwise  with  respect to a share of  Restricted  Stock
which occurs after such share's Issue Date but prior to its Vesting  Date,  such
securities and other property will not vest until such share of Restricted Stock
vests and shall be  promptly  deposited  with the  custodian  designated  by the
Company to be held in custody in  accordance  with Section 4(b) hereof as though
such securities and other property were part of such share.

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                10. Any notice that either party hereto or the  Committee may be
required  or  permitted  to give to the other  with  respect to the Plan or this
Agreement  shall be in  writing,  and may be  delivered  personally  or by mail,
postage prepaid, addressed as follows:

                (a)      if to the Company:

                         THCG, Inc.
                         650 Madison Avenue
                         21st Floor
                         New York, New York 10022
                         Attn:  Co-Chief Executive Officer or General Counsel

                (b)      if to the Committee:

                         Compensation Committee of the Board of Directors
                         THCG, Inc.
                         650 Madison Avenue
                         21st Floor
                         New York, New York 10022
                         Attn:  Committee Secretary

                (c)      if to the Participant:

                         Mr. Shai Novik
                         c/o THCG, Inc.
                         650 Madison Avenue
                         21st Floor
                         New York, New York 10022

or to such other address as the person to whom the notice is directed shall have
designated in writing to others.

                11.  This  Agreement  is made and  accepted  in the State of New
York. The laws of the State of New York (without  reference to the principles of
conflict of laws) shall control the  interpretation and performance of the terms
of the Plan and of this Agreement.


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<PAGE>


                IN WITNESS WHEREOF,  the Company has caused this Agreement to be
executed by its duly  authorized  officers  under its  corporate  seal,  and the
Participant has set hereunto his hand and seal, all as of the day and year first
above written.


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


                                           THCG, Inc.


                                           By: /s/ Joseph D. Mark
                                              ---------------------------------
                                           Name:  Joseph D. Mark
                                           Title: Co-Chief Executive Officer


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