Exhibit 10.5

                                                                [EXECUTION COPY]

                              EMPLOYMENT AGREEMENT


                  THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made as of
November 1,  1999 (the  "Effective  Date"),  by and between  WALNUT  FINANCIAL
SERVICES,  INC.,  a Utah  corporation  (the  "Company"),  and  JOSEPH  MARK (the
"Executive").

                              W I T N E S S E T H:


                  WHEREAS, the Company desires to employ the Executive,  and the
Executive  desires to accept such  employment in the capacities and on the terms
and conditions set forth in this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
hereinafter contained, the parties hereto hereby agree as follows:

                  1.       Employment; Term.

                           (a) The Company hereby employs the Executive, and the
Executive  hereby  accepts  employment by the Company,  in  accordance  with and
subject to the terms and conditions set forth herein.

                           (b) The term of this Agreement  shall commence on the
Effective  Date and,  unless earlier  terminated in accordance  with Paragraph 5
hereof,  shall  terminate on the fifth  anniversary  of the Effective  Date (the
"Initial Term"). Thereafter,  this Agreement shall automatically be extended for
one or more additional  annual periods unless the Executive or the Company gives
written  notice,  no less than  ninety (90) days prior to the end of the Initial
Term or any extension thereof (together, the "Term"), of his or its election not
to renew this Agreement.

                  2.       Duties.

                           (a) During the Term, the Executive shall serve as the
Co-Chief  Executive  Officer  of the  Company  and shall  report to the Board of
Directors of the Company (the "Board of Directors").

                           (b) The  Executive  shall  have  such  authority  and
responsibility  as is customary  for such  position or  positions in  businesses
comparable  in  size  and  function,  and  such  other  responsibilities  as may
reasonably be assigned by the Board of Directors.

                           (c) During the period the  Executive  is  employed by
the Company,  the Executive shall devote his full business time and best efforts
to the business and affairs of the Company; provided, however, the Executive may
engage  in  outside  business  activities  with  the  consent  of the  Board  of
Directors.  It shall not be  considered  a violation  of the  foregoing  for the
Executive  to serve  on  corporate,  industry,  civic or  charitable  boards  or
committees,  so long as

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such  activities do not  significantly  interfere  with the  performance  of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this Agreement.

                           (d)  The  Executive's  services  shall  be  performed
primarily at the Company's principal place of business, located in New York, New
York. The Executive  recognizes  that his duties will require from  time-to-time
and at the Company's expense, travel to domestic and international locations.

                  3.       Compensation.

                           (a) The Company shall pay the Executive a base salary
(the "Base Salary") of not less than $200,000 per annum,  or such greater sum as
may from  time to time be fixed by the  Compensation  Committee  of the Board of
Directors,  provided  that any such greater sum shall become the minimum rate of
compensation  for so long as the  Executive  shall be employed  by the  Company.
Payments of Base  Salary to the  Executive  shall be made in equal  semi-monthly
installments and subject to all legally required and customary withholdings.

                           (b)  The   Executive   shall  be  entitled  to  bonus
compensation (the "Bonus  Compensation") as reasonably  determined in good faith
by the Compensation Committee of the Board of Directors.

                           (c)  The  Executive  shall  receive  two  options  to
purchase  250,000 and 200,000 shares,  respectively,  of the common stock of the
Company,  in  accordance  with and subject to the  provisions of The 1999 Walnut
Financial Services, Inc. Stock Incentive Plan and the grants thereunder.

                  4.       Benefits.

                           (a) The Company agrees to reimburse the Executive for
all  reasonable  travel,  business  entertainment  and other  business  expenses
incurred by the Executive in connection with the performance of his duties under
this  Agreement.  Such  reimbursements  shall be made by the Company on a timely
basis upon submission by the Executive of proper accounts therefor in accordance
with the Company's standard procedures.

                           (b) The Executive shall be entitled to participate in
any  and  all  medical  insurance,  group  health,  disability  insurance,  life
insurance  and  other  benefit  plans  and  programs  which  are made  generally
available by the Company to its most senior executives.  If the Executive elects
to  participate in any such benefit plan and/or  program,  the Company agrees to
pay the premiums for the coverage elected by the Executive.

                           (c) The  Executive  shall be entitled to  participate
fully in the  Company's  group  pension,  profit-sharing  and  employee  benefit
programs now or hereafter made available to employees of the Company generally.

                           (d) The Company shall pay the premiums on an ordinary
life  insurance  policy on the  Executive's  behalf in the  principal  amount of
$2,000,000.

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                           (e) The Executive shall not be limited to the general
vacation  policy and  program of the  Company  as a whole,  but,  in view of his
position and stature with the Company,  shall be entitled to such  vacation time
as may be reasonably  appropriate to the Company and its clients, and the proper
performance of his duties and responsibilities.

                           (f) The Company shall lease or purchase an automobile
of make  and  model  as the  Executive  shall  specify  for the  sole use of the
Executive;  provided,  however, that the Executive may, at his own option, lease
an automobile in his own name and at Company expense.  The Executive shall cause
the vehicle to be  properly  insured and  maintained.  The Company  shall pay or
reimburse  the Executive for all purchase or lease costs,  parking  costs,  toll
fees,  costs of  insurance,  routine  maintenance,  service  and  repair  of the
vehicle,  provided that the Company's obligation pursuant to this Paragraph 4(f)
shall not exceed  $1,000 per month.  At the  expiration of this  Agreement,  the
Company shall, if requested by the Executive, exercise its purchase option under
any lease  agreement  and grant the  Executive an option to purchase the vehicle
upon the same  terms  and  conditions  offered  to the  Company  by the  leasing
company.

                           (g) The Company shall pay for the  Executive's use of
computers,  e-mail,  facsimile,  access to Internet and cellular phones for both
the Executive's office use and for use in his home for business purposes.

                           (h) The Company agrees to reimburse the Executive for
personal tax preparation and financial planning assistance in a total amount not
to exceed $5,000 per year.

                           (i) The Executive shall be indemnified by the Company
to the greatest extent permitted under Utah law.

                           (j)  The  Executive  shall  be  entitled  to use  the
Company's season tickets to New York Knicks  basketball games. In the event that
the Executive's  employment is terminated for any reason,  the Company shall use
its best efforts to have the tickets  transferred  into the Executive's name for
his sole  ownership and use;  provided,  however,  that any expenses paid by the
Company with respect to games not played in the current  basketball season shall
be reimbursed by the Executive.  In the event that the Company is unable to make
such  transfer,  the  Executive  shall be entitled to the use of these  tickets;
provided,  however,  the Executive  shall  reimburse the Company for the cost of
such tickets.

                           (k) The  Executive  shall be  entitled  to any  other
benefits or  perquisites on terms no less favorable than those pursuant to which
such  benefits or  perquisites  are made  available  to any other  executive  or
employee of the Company.

                  5.       Termination.

                           (a) Death. The Executive's employment hereunder shall
terminate upon the Executive's death.

                           (b) Total  Disability.  The Company may terminate the
Executive's  employment  hereunder  at any  time  after  the  Executive  becomes
"Totally  Disabled." For purposes of this  Agreement,  "Totally  Disabled" means
that the  Executive  has been unable,  for a

                                      -3-

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period of one hundred  eighty (180)  consecutive  business  days, to perform the
Executive's  duties  under this  Agreement,  as a result of  physical  or mental
illness or injury.  A termination of the  Executive's  employment by the Company
for Total  Disability  shall be communicated to the Executive by written notice,
and shall be  effective  on the 30th day  after  receipt  of such  notice by the
Executive (the "Total Disability Effective Date"),  unless the Executive returns
to full-time  performance of the Executive's  duties before the Total Disability
Effective Date.

                           (c) Termination by the Company for Cause. The Company
may terminate the Executive's  employment  hereunder for Cause.  For purposes of
this Agreement, the term "Cause" shall mean any of the following: (i) conviction
of a felony;  (ii)  perpetration  of an intentional and knowing fraud against or
adversely  affecting the Company or any  customer,  client,  agent,  or employee
thereof;  (iii)  willful  breach of a covenant set forth in Paragraph 7; or (iv)
willful and substantial failure of the Executive to perform his duties hereunder
(other than as a result of total or partial incapacity due to physical or mental
illness or injury);  provided,  however,  that a termination  pursuant to clause
(iv) shall not become  effective unless the Executive fails to cure such failure
to perform within thirty (30) days after written  notice from the Company,  such
notice to describe such failure to perform and identify what reasonable  actions
shall be required to cure such failure to perform.

                           No act or failure to act on the part of the Executive
shall be considered  "willful"  under this  Paragraph 5(c) unless it is done, or
omitted to be done, by the Executive in bad faith or without  reasonable  belief
that  the  Executive's  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 the advice of
counsel for the Company,  shall be conclusively  presumed to be done, or omitted
to be done,  by the  Executive  in good faith and in the best  interests  of the
Company.

                           (d)  Termination by the Company  Without  Cause.  The
Company may terminate the Executive's  employment  hereunder at any time for any
reason or no reason by giving  the  Executive  thirty  (30) days  prior  written
notice of the termination.

                           (e) Termination by the Executive For Good Reason.

                               (1) The Executive  may  terminate his  employment
hereunder for "Good Reason" for (i) a Change in Control of the Company; (ii) the
assignment  to the  Executive  of any duties  inconsistent  in any respect  with
Paragraph 2, or any other action by the Company that results in a diminution  in
the  Executive's  position,  authority,  duties or  responsibilities;  (iii) any
failure by the Company to comply with  Paragraph 3 or 4, other than an isolated,
insubstantial  and  inadvertent  failure  that is not  taken in bad faith and is
remedied  by the  Company  promptly  after  receipt of notice  thereof  from the
Executive; (iv) a change in the Executive's location of employment to a place of
employment outside the New York Metropolitan Area; (v) any purported termination
of the  Executive's  employment  by the  Company for a reason or in a manner not
expressly permitted by this Agreement; (vi) any failure by the Company to comply
with Paragraph 10(c) of this Agreement; or (vii) any other substantial breach of
this Agreement by the Company.

                                      -4-

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                               (2) "Change in Control of the  Company"  shall be
conclusively  deemed to have occurred if any of the  following  shall have taken
place:

                  i.       a  change  in  control  of a  nature  that  would  be
                           required  to be  reported in response to Item 5(f) of
                           Schedule 14A of Regulation 14A promulgated  under the
                           Securities  Exchange  Act of  1934  ("Exchange  Act")
                           shall have  occurred,  unless  such change in control
                           results in control by the Executive,  his designee(s)
                           or "affiliate(s)" (as defined in Rule 12b-2 under the
                           Exchange Act) or any combination thereof;

                  ii.      any "person" (as such term is used in Sections  13(d)
                           and  14(d)(2) of the  Exchange  Act),  other than the
                           Executive,  his  designee(s)  or  "affiliate(s)"  (as
                           defined in Rule 12b-2 under the Exchange Act), or any
                           "person" who was a  shareholder  as of the  Effective
                           Date or any  combination  thereof,  is or becomes the
                           "beneficial  owner" (as  defined in Rule 13d-3  under
                           the  Exchange  Act),   directly  or  indirectly,   of
                           securities of the Company  representing forty percent
                           (40%)  or more of the  combined  voting  power of the
                           Company's then outstanding securities;

                  iii.     during any period of two (2) consecutive years during
                           this  Agreement,  individuals who at the beginning of
                           such period constitute the Board cease for any reason
                           to constitute at least a majority thereof, unless the
                           election of each  director  who was not a director at
                           the  beginning  of such  period has been  approved in
                           advance by directors representing at least a majority
                           of the directors then in office who were directors at
                           the beginning of the period;

                  iv.      the  stockholders  of the Company approve a merger or
                           consolidation   of  the   Company   with  any   other
                           corporation,  other  than a merger  or  consolidation
                           which would  result in the voting  securities  of the
                           Company   outstanding   immediately   prior   thereto
                           continuing   to   represent   (either  by   remaining
                           outstanding   or  by  being   converted  into  voting
                           securities of the surviving  entity) more than 80% of
                           the combined voting power of the voting securities of
                           the  Company  or such  surviving  entity  outstanding
                           immediately   after  such  merger  or  consolidation;
                           provided,  however,  that a merger  or  consolidation
                           effected  to  implement  a  recapitalization  of  the
                           Company (or similar transaction) in which no "person"
                           (as  hereinabove  defined)  acquires more than 25% of
                           the  combined  voting  power  of the  Company's  then
                           outstanding  securities shall not constitute a Change
                           in Control of the Company; or

                  v.       the  stockholders  of the  Company  approve a plan of
                           complete  liquidation  of the Company or an agreement
                           for the sale or disposition by the Company of, or the
                           Company  sells or disposes  of, all or  substantially
                           all of the Company's assets.

                                      -5-

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                           (3) If an event  should  occur that  would  allow the
Executive to terminate his employment  hereunder for Good Reason,  the Executive
shall  have a period  of one year  from the date on which  the  Executive  first
becomes  aware of such event in which to elect to terminate his  employment  for
Good Reason.  If the  Executive  elects to  terminate  his  employment  for Good
Reason, he shall provide the Company with a written notice.

                           (f) Termination by the Executive Without Good Reason.
The Executive may terminate his employment hereunder for any reason or no reason
by giving the Company sixty (60) days prior written notice of the termination.

                  6.       Compensation  Following  Termination Prior to the End
of the Term. In the event that the Employee's employment hereunder is terminated
prior to the end of the Term,  the Executive  shall be entitled to the following
compensation and benefits upon such termination:

                           (a)   Termination   by   Reason  of  Death  or  Total
Disability.  In the event that the Executive's employment is terminated prior to
the  expiration  of the  Term  by  reason  of the  Executive's  death  or  Total
Disability  pursuant  to  Paragraph  5(a) or 5(b),  the  Company  shall  pay the
following  amounts to the Executive (or the Executive's  estate, as the case may
be):

                  i.       Any accrued  but unpaid  Base  Salary (as  determined
                           pursuant to Paragraph 3) for services rendered to the
                           date of termination;

                  ii.      A prorated amount of Bonus  Compensation,  to be paid
                           at the time the Executive's Bonus  Compensation would
                           have  been  paid  had  he  remained  employed  by the
                           Company,  computed by multiplying the amount of Bonus
                           Compensation  the Executive would have earned for the
                           year  in  which  the  termination  occurred  and  the
                           fraction of the year the  Executive  was  employed by
                           the Company;

                  iii.     Any  accrued  but  unpaid  expenses  required  to  be
                           reimbursed pursuant to Paragraph 4; and

                  iv.      Any vacation accrued to the date of termination.

                  The  benefits  to which the  Executive  may be  entitled  upon
                  termination  pursuant to the plans and programs referred to in
                  Paragraph 4 and the plan and grant  thereunder  referred to in
                  Paragraph   3(c)  hereof  shall  be  determined  and  paid  in
                  accordance  with the terms of such plans,  programs and grant,
                  except  that the  Company  shall,  with  respect  to any major
                  medical and all other health,  accident,  or disability  plans
                  for   which   the   Executive,   or  his   spouse   or   legal
                  representative,  elects continuation in accordance with COBRA,
                  be  responsible  for  payment  of  premiums   related  to  the
                  maintenance  of such  plans  for a  period  of six (6)  months
                  following the date of termination.

                           (b) Termination by the Company for Cause; Termination
by the  Executive  Without  Good  Reason.  In the  event  that  the  Executive's
employment is terminated by the Company for Cause  pursuant to Paragraph 5(c) or
by the Executive  without Good Reason  pursuant to Paragraph  5(f),  the Company
shall pay the following amounts to the Executive:

                                      -6-

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                  i.       Any accrued  but unpaid  Base  Salary (as  determined
                           pursuant to Paragraph 3) for services rendered to the
                           date of termination;

                  ii.      Any  accrued  but  unpaid  expenses  required  to  be
                           reimbursed pursuant to Paragraph 4; and

                  iii.     Any vacation accrued to the date of termination.

                  The  benefits  to which the  Executive  may be  entitled  upon
                  termination  pursuant to the plans and programs referred to in
                  Paragraph 4 and the plan and grant  thereunder  referred to in
                  Paragraph  3(c) hereof shall be determined in accordance  with
                  the terms of such plans, programs and grant.

                           (c)   Termination  by  the  Company   Without  Cause;
Termination by the Executive For Good Reason.  In the Event that the Executive's
employment is terminated by the Company without Cause pursuant to Paragraph 5(d)
or by the  Executive  for Good Reason  pursuant to Paragraph  5(e),  the Company
shall pay the following amounts to the Executive:

                  i.       Any accrued  but unpaid  Base  Salary (as  determined
                           pursuant to Paragraph 3) for services rendered to the
                           date of termination;

                  ii.      Such bonus as may  reasonably  be  determined  by the
                           Company  based  upon  the   Executive's   performance
                           through the date of termination;

                  iii.     Any  accrued  but  unpaid  expenses  required  to  be
                           reimbursed pursuant to Paragraph 4;

                  iv.      Any vacation accrued to the date of termination; and

                  v.       Continued  payment of the Base Salary (as  determined
                           under   Paragraph   3)  until  the   earlier  of  (a)
                           thirty-six (36) months after the date of termination,
                           or (b) the  expiration  of the  Term.  Such  payments
                           shall  be  made  in  accordance  with  the  Company's
                           standard payroll practices then in effect.

                  The Company shall  continue to provide the Executive  with the
                  benefits  set  forth  in  Paragraph  4 as if he  had  remained
                  employed by the Company pursuant to this Agreement through the
                  earlier  of (a)  thirty-six  (36)  months  after  the  date of
                  termination,  or (b) the end of the Term; provided that to the
                  extent  any  benefits  described  in  Paragraph  4  cannot  be
                  provided  pursuant  to the plan or program  maintained  by the
                  Company for its employees and/or executives, the Company shall
                  provide  such  benefits  outside  such plan or  program  at no
                  additional cost (including without limitation tax cost) to the
                  Executive. The benefits referred to in Paragraph 3(c) shall be
                  determined in accordance with the terms of such plan and grant
                  thereunder.

                           (d) No  Duty  to  Mitigate.  In the  event  that  the
Executive's  employment  is  terminated  by  reason  of  the  Executive's  Total
Disability Pursuant to Paragraph 5(b), the Executive's  employment is terminated
by the Company  without Cause  pursuant to

                                      -7-

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Paragraph 5(d), or the Executive's employment is terminated by the Executive for
Good Reason  pursuant to Paragraph  5(e), the Executive shall not be required to
seek  other  employment  to  mitigate  damages,  and any  income  earned  by the
Executive from other employment or  self-employment  shall not be offset against
any obligations of the Company to the Executive under this Agreement.

                           (e) No Other Benefits or Compensation.  Except as may
be provided under this Agreement, under the terms of any incentive compensation,
employee  benefit or fringe benefit plan applicable to the Executive at the time
of the termination of the Executive's  employment  prior to the end of the Term,
the  Executive  shall have no right to  receive  any other  compensation,  or to
participate  in any other  plan,  arrangement  or benefit,  with  respect to any
future period after such termination.

                  7.       Noncompetition and Nonsolicitation;  Nondisclosure of
Proprietary Information; Surrender of Records.

                  7.1      Noncompetition  and  Nonsolicitation.  In view of the
unique and  valuable  services it is expected the  Executive  will render to the
Company,  the Executive's  knowledge of the customers,  trade secrets, and other
proprietary  information  relating  to the  business  of  the  Company  and  its
customers and suppliers,  and in  consideration  of  compensation to be received
hereunder,  the  Executive  agrees  that  during his  employment  hereunder  the
Executive will not compete with or be engaged in any business which,  during his
employment hereunder, is engaged in the investment banking, asset management, or
internet (including media buying, web design,  technology engineering,  or other
internet-related  services)  business in the United  States or Canada,  provided
that the provisions of this Paragraph will not be deemed breached merely because
the  Executive  owns  less  than  10%  of  the  outstanding  common  stock  of a
publicly-traded  company or is a passive  investor who owns less than 10% of the
outstanding common stock of a privately-held company.

                  In further  consideration  of the  compensation to be received
hereunder,  the  Executive  agrees  that during the Term and for a period of one
year  subsequent  to any  termination  hereunder,  the  Executive  shall not (i)
directly  or  indirectly  solicit or attempt  to solicit  any of the  employees,
agents,  consultants or  representatives of the Company to terminate his, her or
its  relationship  with the  Company;  (ii)  directly or  indirectly  solicit or
attempt to solicit any of the employees,  agents, consultants or representatives
of the Company to become employees,  agents,  representatives  or consultants of
any other person or entity;  (iii) directly or indirectly  solicit or attempt to
solicit any customer,  vendor or  distributor of the Company with respect to any
product or service being furnished, made, sold or leased by the Company; or (iv)
persuade or seek to persuade any customer of the Company to cease to do business
or to reduce the amount of business which any customer has  customarily  done or
contemplates doing with the Company, whether or not the relationship between the
Company and such customer was originally established in whole or in part through
the Executive's efforts.

                  7.2      Proprietary  Information.  The Executive acknowledges
that during the course of his  employment  with the Company he will  necessarily
have access to and make use of proprietary  information and confidential records
of the Company and the Company's  subsidiaries.  The Executive covenants that he
shall not during the Term or at any time thereafter,

                                      -8-

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directly or indirectly, use for 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 7,  "proprietary  information"
shall not include  information  which is or becomes  generally  available to the
public other than as a result of a breach of this Agreement by the Executive.

                  7.3      Confidentiality   and   Surrender  of  Records.   The
Executive shall not during the Term or at any time thereafter  (irrespective  of
the  circumstances  under  which  the  Executive's  employment  by  the  Company
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 he retain, and will deliver promptly to the Company, any
of the same following  termination of his employment 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 the  Executive's  possession  or under his
control or accessible to 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.

                  7.4      Inventions  and  Patents.  Any  interest  in patents,
patent  applications,   inventions,   copyrights,   developments  and  processes
("Inventions")  which the  Executive  develops  during his  employment  with the
Company and which  relates to the fields in which the  Company or the  Company's
subsidiaries is then engaged shall belong to the Company, or, as applicable, the
Company's  subsidiaries.  Upon  request,  the  Executive  shall execute all such
assignments  and other  documents  and take all such other action as the Company
may reasonably  request in order to vest in the Company,  or, as  applicable,  a
subsidiary  of the Company  all his right,  title,  and  interest in and to such
Inventions.

                  7.5      Enforcement.

                           (a) The  Executive  agrees that the remedy at law for
any breach or threatened  breach of any covenant  contained in this  Paragraph 7
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 Paragraph 7 and injunctive relief.

                           (b) In no event shall any  asserted  violation of any
provision of this  Paragraph 7 constitute a basis for  deferring or  withholding
any amounts otherwise payable to the Executive under this Agreement.

                  8.       Key  Man  Insurance.  The  Executive  recognizes  and
acknowledges  that the Company or its  affiliates  may seek and  purchase one or
more policies  providing key man life

                                      -9-

<PAGE>

insurance with respect to the Executive,  the proceeds of which would be payable
to the Company or such affiliate.  The Executive  hereby consents to the Company
or its affiliates  seeking and  purchasing  such insurance and will provide such
information,  undergo  such medical  examinations  (at the  Company's  expense),
execute  such  documents  and  otherwise  take any and all actions  necessary or
desirable  in order for the  Company or its  affiliates  to seek,  purchase  and
maintain in full force and effect such policy or policies.

                  9.       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 the  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:  Adi Raviv
                                    Facsimile No.:  (212) 223-0161

                  To the Executive:

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

                  10.      Successors.

                           (a) This  Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
heirs and legal representatives.

                           (b) This Agreement  shall inure to the benefit of and
be binding upon the Company and its successors and assigns.

                           (c) The Company shall require any successor  (whether
direct or indirect, by purchase, merger, consolidation,  or otherwise) to all or
substantially  all of the  business  and/or  assets of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that  the  Company  would  have  been  required  to  perform  if no such
succession had taken place. As used in this Agreement, "Company" shall

                                      -10-

<PAGE>

mean both the Company as defined above and any such  successor  that assumes and
agrees to perform this Agreement, by operation of law or otherwise.

                  11.      Complete  Understanding;   Amendment;   Waiver.  This
Agreement  constitutes  the  complete  understanding  between the  parties  with
respect to the  employment  of the  Executive  and  supersedes  all other  prior
agreements and  understandings,  both written and oral, between the parties with
respect to the subject matter hereof, and no statement, representation, warranty
or  covenant  has been made by  either  party  with  respect  thereto  except as
expressly  set forth  herein.  This  Agreement  shall not be altered,  modified,
amended  or  terminated  except  by a written  instrument  signed by each of the
parties  hereto.  Any  waiver  of  any  term  or  provision  hereof,  or of  the
application  of any such term or  provision  to any  circumstances,  shall be in
writing  signed by the party  charged with giving such waiver.  Waiver by either
party  hereto of any breach  hereunder by the other party shall not operate as a
waiver of any other  breach,  whether  similar to or  different  from the breach
waived.  No delay on the part of the Company or the Executive in the exercise of
any of their  respective  rights or remedies shall operate as a waiver  thereof,
and no single or partial  exercise by the Company or the  Executive  of any such
right or remedy shall preclude other or further exercise thereof.

                  12.      Severability.  The invalidity or  unenforceability of
any provision of this Agreement shall not affect the validity or  enforceability
of any other  provision of this  Agreement.  If any provision of this  Agreement
shall be held invalid or  unenforceable  in part, the remaining  portion of such
provision,  together with all other  provisions of this Agreement,  shall remain
valid and  enforceable  and  continue  in full force and  effect to the  fullest
extent consistent with law.

                  13.      Governing Law. 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.

                  14.      Titles and Captions. All paragraph titles or captions
in this Agreement are for convenience only and in no way define,  limit,  extend
or describe the scope or intent of any provision hereof.

                  15.      Counterparts.  This Agreement may be signed in one or
more  counterparts,  each of which  shall be  deemed an  original,  and all such
counterparts shall constitute but one and the same instrument.


                                      -11-

<PAGE>


                  IN WITNESS WHEREOF,  the Executive has executed this Agreement
and,  pursuant to the  authorization of the Board of Directors,  the Company has
caused this  Agreement  to be executed in its name and on its behalf,  all as of
the date above written.

                                    WALNUT FINANCIAL SERVICES, INC.


                                    By: /s/ Joel S. Kanter
                                       -------------------------------------
                                       Name:  Joel S. Kanter
                                       Title: President and Chief Executive
                                              Officer


                                    /s/ Joseph Mark
                                    ---------------------------------------
                                    Joseph Mark


                                      -12-