Exhibit 4.2

                  SECURITIES  PURCHASE  AGREEMENT  dated as of October  29, 1999
(the "Agreement") by and among (i) Greenwich Street Capital Partners II, L.P., a
Delaware  limited  partnership  ("Greenwich  II"),  GSCP Offshore Fund,  L.P., a
Cayman Islands limited  partnership ("GSCP  Offshore"),  Greenwich Fund, L.P., a
Delaware limited  partnership  ("GF"),  Greenwich Street Employees Fund, L.P., a
Delaware limited partnership ("GSEF"),  and TRV Executive Fund, L.P., a Delaware
limited  partnership  ("TRV," together with Greenwich II, GSCP Offshore,  GF and
GSEF, each a "Purchaser" and collectively,  the  "Purchasers");  and (ii) Walnut
Financial Services, Inc., a Utah corporation (the "Company").

                              W I T N E S S E T H:

                  Pursuant  to the Amended and  Restated  Agreement  and Plan of
Merger  dated as of August 5, 1999 (the "Merger  Agreement")  among the Company,
Tower Hill Securities,  Inc., a New York corporation  ("Tower Hill"),  and Tower
Hill Acquisition  Corp., a New York  corporation and wholly-owned  subsidiary of
the  Company  ("Newco"),  Newco  shall be merged  with and into  Tower Hill (the
"Merger"). The Company will change its name to "THCG, Inc." at substantially the
same time as the Merger is effected.

                  Substantially  simultaneously  with  the  consummation  of the
Merger, but subject to the effectiveness of the Merger, the Purchasers desire to
acquire  from the  Company,  and the  Company  desires  to issue and sell to the
Purchasers,  for the  consideration  hereinafter  provided,  the  Securities (as
defined in Section 1(a)).

                  Capitalized  terms used in this Agreement  without  definition
have the meanings assigned to such terms in the Merger  Agreement.  For purposes
hereof, the term "Purchaser Documents" shall mean and include this Agreement and
the "Warrants," the "Registration Rights Agreement," the "Voting Agreement", the
"Tag-Along  Agreement" and the "Escrow Agreement" (as such terms are hereinafter
defined), together with all amendments, modifications and supplements thereof.

                  NOW,   THEREFORE,   in   consideration  of  the  premises  and
representations,  warranties,  covenants and agreements  herein  contained,  and
intending to be legally  bound hereby,  the  Purchasers  and the Company  hereby
agree as follows:

         1.       Sale and Purchase of Securities; the Closing.

                  (a) Sale and Purchase of Securities.  Subject to the terms and
conditions  of  this  Agreement  and  on  the  basis  of  the   representations,
warranties,  covenants and agreements herein contained, and subject to the terms
and conditions of the Escrow Agreement,  the Company shall sell, assign,  convey
and deliver to the  Purchasers,  and the  Purchasers  shall  purchase,  acquire,
accept from the Company and pay for, in regard to each Purchaser, in the amounts
and at the prices set forth on Schedule A attached  hereto,  an aggregate of (i)
2,500,000  shares (the "Shares") of the Company's  common stock,  $.01 par value
per share (the "Common  Stock");  (ii) Warrants to purchase  1,000,000 shares of
Common  Stock at a per share  exercise  price  equal to the  greater  of (w) 1.5
multiplied  by the initial  exercise  price of options to purchase  Common Stock
that are granted to Company  Principals  (as defined below in this Section 1(a))
substantially  at the time of the Merger (such options being herein  referred to
as the "Company Principals  Options"),  or (x) $3.00,  substantially in the form
attached hereto as Exhibit A-1 (the "Initial  Warrants");  and (iii) Warrants to
purchase 1,000,000 shares of Common Stock at a per share exercise price equal to
the greater of (y) 2.0  multiplied by the

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initial  exercise  price  of the  Company  Principals  Options,  or  (z)  $4.00,
substantially  in the form  attached  hereto  as  Exhibit  A-2 (the  "Additional
Warrants" and, together with the Initial Warrants,  the "Warrants").  The Shares
and the Warrants are collectively  referred to herein as the  "Securities."  For
purposes of the Purchaser Documents,  the term "Company Principal(s)" shall mean
any Person  who:  (i) is an  executive  officer,  director or  Affiliate  of the
Company or any executive  officer or director of any Affiliate of the Company or
any Related  Person of any of the  foregoing,  or (ii) prior to the Merger was a
shareholder,  executive  officer,  director or Affiliate of Tower Hill or of any
shareholder,  executive  officer or director of Tower Hill or any Related Person
of any of the  foregoing  (each of the  foregoing  persons  referred  to in this
clause (ii), a "THSI Principal").

                  (b) The Closing.  Subject to the termination of this Agreement
pursuant to Section 7, and subject to the release of the "Escrow  Documents" (as
defined in the Escrow  Agreement) in accordance  with the  provisions of Section
4(a) of the  Escrow  Agreement,  the  closing of the  transactions  contemplated
hereby  (the  "Closing")   shall  be  deemed  to  have  occurred   substantially
simultaneously  with  the  consummation  of the  Merger  and  provided  that the
conditions set forth in Section 6 hereof have been satisfied.  The date on which
the  Closing  is deemed  to have  occurred  is  hereinafter  referred  to as the
"Closing Date."

         2.       Consideration; Delivery.

                  (a) Escrow Agreement.  On the Closing Date, the parties hereto
shall  enter  into an Escrow  Agreement  substantially  in the form of Exhibit B
hereto (the "Escrow  Agreement") with the "Escrow Agent" described therein,  and
the execution  copies of the Purchaser  Documents (other than this Agreement and
the Escrow  Agreement)  shall be deposited  with the Escrow Agent in  accordance
with the terms of the Escrow Agreement. The Purchaser Documents (other than this
Agreement and the Escrow Agreement) shall not be effective unless and until such
copies are released by the Escrow Agent in  accordance  with the  provisions  of
Section 4(a) of the Escrow Agreement.

                  (b)  Consideration.   The  aggregate   consideration  for  the
Securities  shall be five  million  dollars  ($5,000,000),  payable in cash (the
"Purchase  Price").  On the Closing Date,  the Purchase Price shall be deposited
with the Escrow Agent in accordance  with the terms of the Escrow  Agreement and
shall be released by the Escrow Agent only in  accordance  with the terms of the
Escrow Agreement.

                  (c) Delivery of  Securities.  On the Closing Date, the Company
shall deliver to the Escrow Agent duly  executed  certificates  and  instruments
dated  as of the  Closing  Date  registered  in  the  names  of  the  Purchasers
representing  the  Securities  purchased by the  Purchasers  in  conformity  the
applicable Purchaser Documents,  such certificates and instruments to be held by
the Escrow Agent in accordance with the terms of the Escrow  Agreement and shall
be released by the Escrow Agent only in accordance  with the terms of the Escrow
Agreement.

                  (d)  Registration  Rights  Agreement;   Voting  Agreement  and
Tag-Along Agreement.  On the Closing Date, the parties hereto shall enter into a
Registration Rights Agreement substantially in the form of Exhibit C hereto (the
"Registration  Rights  Agreement"),  the other  parties to the Voting  Agreement
substantially  in the form of Exhibit D hereto (the "Voting  Agreement") and the
Tag-Along  Agreement  substantially  in  the  form  of  Exhibit  E  hereto  (the
"Tag-Along  Agreement")  shall have  entered into the Voting  Agreement  and the
Tag-Along

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<PAGE>

Agreement,  and counsel to the Company shall have issued opinions  substantially
in the form of Exhibits  F-1,  F-2 and F-3 hereto (the  "Legal  Opinions").  The
Registration Rights Agreement, the Voting Agreement, the Tag-Along Agreement and
the Legal  Opinions  shall be  delivered  to the Escrow  Agent to be held by the
Escrow  Agent in  accordance  with the terms of the Escrow  Agreement,  shall be
dated as of the Closing  Date and shall be released by the Escrow  Agent only in
accordance  with the terms of the  Escrow  Agreement.  The  Registration  Rights
Agreement,  the Voting Agreement, the Tag-Along Agreement and the Legal Opinions
shall not be  effective  unless and until such copies are released by the Escrow
Agent in accordance with the provisions of Section 4(a) of the Escrow Agreement;
but upon their release  pursuant to Section 4(a) of the Escrow  Agreement,  such
Escrow Documents shall be effective from and after the Closing Date.

         3.       Representations  and  Warranties  of the Company.  The Company
hereby represents and warrants to each of the Purchasers as follows:

                  (a) Organization and Good Standing.  The Company has been duly
organized  and is validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation  and has the requisite  corporate  power and
authority to own, lease and operate its properties,  to carry on its business as
it is  now  being  conducted  and to  issue  the  Securities.  The  Company  has
heretofore  delivered to Greenwich II (on behalf of all of the Purchasers)  true
and complete copies of its certificate of  incorporation  and by-laws,  together
with all amendments,  modifications and supplements thereof. The Company is duly
qualified  or  licensed  to do  business,  and  is in  good  standing,  in  each
jurisdiction where the character of the properties owned,  leased or operated by
it or  the  nature  of  its  business  makes  such  qualification  or  licensing
necessary,  except for such  failure to be so  qualified or licensed and in good
standing that could not reasonably be expected to have,  individually  or in the
aggregate, a Material Adverse Effect. For purposes of this Agreement,  "Material
Adverse Effect" means any change,  event or effect (i) in, on or relating to the
business of the Company or a Purchaser, as applicable, that is, or is reasonably
likely  to  be,  materially  adverse  to  the  business,   properties,   assets,
liabilities,  condition (financial or otherwise) or results of operations of the
Company  or such  Purchaser,  as  applicable,  taken as a whole,  other than any
change or effect arising out of general economic conditions in the United States
or (ii) that may prevent or materially  delay the  performance  of the Purchaser
Documents by the Company or such Purchaser,  as applicable,  or the consummation
by  the  Company  or  such  Purchaser,   as  applicable,   of  the  transactions
contemplated by the Purchaser Documents  (including without limitation,  the BDC
Withdrawal (as defined in the Merger Agreement)).

                  (b) Authorization of Agreement.  The Company has all necessary
corporate power and authority to execute and deliver the Purchaser Documents, to
issue the Securities and to consummate the other  transactions  contemplated  by
the  Purchaser  Documents  and to perform its  obligations  under the  Purchaser
Documents.  The execution and delivery by the Company of the Purchaser Documents
and the  consummation by the Company of the  transactions  contemplated  thereby
have been duly authorized and approved by the board of directors of the Company,
and  assuming  approval  by the  shareholders  of the  Company  pursuant  to the
Company's Articles of Incorporation and Bylaws and the Business Corporations Act
of the State of Utah, no other corporate  proceedings on the part of the Company
are, or will be, necessary to authorize the Purchaser Documents or to consummate
the transactions contemplated thereby. Each of the Purchaser Documents has been,
or  will  be at the  Closing,  assuming  the due  authorization,  execution  and
delivery by the Purchasers of the Purchaser Documents, duly and validly executed
and delivered by the Company and constitutes, or will

                                       3

<PAGE>

constitute at the Closing,  a valid, legal and binding agreement of the Company,
enforceable  against  the Company in  accordance  with their  terms,  subject to
bankruptcy,  insolvency,  reorganization,  fraudulent  conveyance  or  transfer,
moratorium  and other  similar laws now or  hereafter  in effect  relating to or
affecting creditors' rights generally.

                  (c)      No Conflicts; Consents of Third Parties.

                           (i) No filing,  registration  or  submission  with or
notice  to,  and no  permit,  authorization,  consent  or  approval  of or  with
(collectively, "Filings and Approvals"), any Governmental Entity is, or will be,
necessary  for the  execution  and  delivery  by the  Company  of the  Purchaser
Documents,  the issuance of the Securities or the consummation by the Company of
the transactions  contemplated  thereby,  except: (A) Filings and Approvals with
the SEC and the National  Association  of Securities  Dealers (the "NASD");  (B)
Filings and  Approvals  that, if not made or obtained,  could not  reasonably be
expected to have,  individually or in the aggregate,  a Material Adverse Effect;
and (C) Filings  and  Approvals  which have been made or obtained  and which are
unconditional and in full force and effect.

                           (ii) No consent or approval of any third party is, or
will  be,  necessary  for the  execution  and  delivery  by the  Company  of the
Purchaser  Documents,  the issuance of the Securities or the consummation by the
Company of the other  transactions  contemplated  thereby,  except  consents  or
approvals of the SEC and the NASD (including without limitation the making of an
additional  listing  application with Nasdaq with respect to the issuance of the
Shares),  and except such  consents and  approvals  which have been obtained and
which are unconditional and in full force and effect.

                           (iii) Neither the execution, delivery and performance
by the Company of the Purchaser  Documents,  the issuance of the  Securities nor
the  consummation by the Company of the other  transactions  contemplated by the
Purchaser  Documents,  will (x)  conflict  with or result  in any  breach of any
provision of the  certificate of  incorporation  or by-laws of the Company,  (y)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
amendment,  cancellation  or  acceleration  or Lien)  under,  any of the  terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract,  agreement or other instrument or obligation to which the Company is a
party or by which its  properties or assets are bound,  or (z) assuming that all
Filings  and  Approvals  have  been  made or  obtained,  violate  any Law or any
Governmental Order applicable to the Company or its properties or assets, except
in the case of clauses (y) or (z) for  violations,  breaches  or defaults  which
could not reasonably be expected to have,  individually  or in the aggregate,  a
Material Adverse Effect.

                  (d)      Capitalization.

                           (i)  The  authorized  capital  stock  of the  Company
consists of 50,000,000  shares of Common Stock and 1,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred  Stock").  All of the issued and
outstanding  shares of Common Stock have been duly authorized and validly issued
and are fully paid and non-assessable  and free of preemptive rights.  Except as
contemplated by any of the Purchaser Documents (other than the Escrow Agreement)
and except as set forth on Schedule 3(d)(i) to this Agreement, there are not any
outstanding  (and  immediately  following the consummation of the Merger and the
Related Transactions and the issuance of all shares,  securities and instruments
pursuant to the Merger  Agreement,  the Related  Agreements  and this  Agreement
there will not be any  outstanding)

                                       4

<PAGE>

contractual  obligations  of the  Company  to  repurchase,  redeem or  otherwise
acquire,  or providing  preemptive or  registration  rights with respect to, any
shares of capital  stock of the  Company.  There are no  anti-dilution  or price
adjustment provisions contained in any security issued by the Company (or in any
agreement  providing  rights to security  holders) that will be triggered by the
issuance of the Securities.

                           (ii) The  Securities  have been duly  authorized  and
will be issued, free and clear of all liens,  encumbrances and claims and rights
of third  parties  (excluding  liens,  encumbrances,  claims and rights of third
parties  claiming  by,  through  or under any  Purchaser),  and are  fully  paid
(subject to the release of the Purchase  Price  therefor in accordance  with the
terms of  Section  4(a) of the Escrow  Agreement)  and  non-assessable,  and the
issuance  of such  Securities  is not  subject  to any  preemptive  right of any
Person. A sufficient  number of shares of Common Stock have been duly authorized
and reserved for issuance upon  exercise of the  Warrants,  and upon issuance in
accordance  with the terms of the Warrants,  such shares of Common Stock will be
duly authorized,  validly issued, fully paid and non-assessable and the issuance
of such Common Stock is not and will not be subject to any  preemptive  right of
any  Person.  Schedule  3(d)(ii)  hereto sets forth all of the shares of capital
stock,  all warrants,  options and rights to acquire shares of the capital stock
and  all  convertible  securities  of the  Company  which  will  be  outstanding
immediately   following  the   consummation   of  the  Merger  and  the  Related
Transactions and the issuance of all shares, securities and instruments pursuant
to the Merger Agreement,  the Related Agreements and this Agreement.  The Shares
issued to the  Purchasers  will represent 30% of the Common Stock of the Company
on a  fully-diluted  basis  (assuming the exercise of all warrants,  options and
rights to acquire shares of the capital stock and all convertible securities) as
of  immediately  following  the  consummation  of the  Merger  and  the  Related
Transactions and the issuance of all shares, securities and instruments pursuant
to the Merger Agreement,  the Related Agreements and this Agreement.  The shares
of Common  Stock  that will be issued as a result of the  Merger  will be,  when
issued in accordance with the terms of the Merger  Agreement,  duly  authorized,
validly issued, fully paid and non-assessable and free of preemptive rights. The
Company has heretofore delivered to Greenwich II (on behalf of the Purchasers) a
copy of the Merger Agreement  (together with all amendments,  modifications  and
supplements thereto).

                  (e) Litigation.  There is no action,  suit,  investigation  or
proceeding  pending or, to the knowledge of the Company,  threatened against the
Company before any court or arbitrator or any  Governmental  Entity  relating to
the transactions contemplated by the Purchaser Documents.

                  (f) Merger Agreement.  The  representations  and warranties of
the Company,  Tower Hill and Newco  contained in the Merger  Agreement were true
and correct as of the date of the Merger  Agreement and the Purchasers  shall be
entitled to rely upon such representations and warranties in connection with the
Purchaser  Documents and the purchase of the Securities and the  consummation of
the other transactions under the Purchaser Documents.

                  (g)  Disclosure.  The final  Proxy  Statement  of the  Company
accompanying  the Notice of Special Meeting of Stockholders  dated September 30,
1999 (the "Proxy  Statement")  with respect to the Company and the  transactions
contemplated  by the  Purchaser  Documents  and  the  Proxy  Statement,  and the
representations  and  warranties  by the  Company  contained  in  the  Purchaser
Documents and in any Schedule or certificate furnished or to be furnished by the
Company  pursuant  thereto,  do not contain or will not, as of the Closing Date,
contain any untrue statement of a material fact, and do not omit or will not, as
of the Closing  Date,  omit to state

                                       5

<PAGE>

any  fact  required  to be  stated  therein  or  necessary  in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The  representations  and warranties  contained in this Section
3(g) or elsewhere in this Agreement or in any Schedule or certificate  furnished
or to be furnished as aforesaid  pursuant hereto shall not be affected or deemed
waived by reason of the fact that the Purchasers or their  representatives  know
or should  have known that any such  representation  or  warranty is or might be
inaccurate in any respect.

                  (h) Merger and Related Transactions.  The Merger and the other
"Related  Transactions" (as described in the Proxy  Statement),  if consummated,
will be consummated in all material  respects in accordance with the terms,  and
subject to the conditions, set forth in the Merger Agreement as in effect on the
date of this  Agreement and as described in the Proxy  Statement and without any
material  amendment or waiver  thereof;  subject to the escrow of the  documents
pertaining to the Related Transactions and, in accordance with the terms of such
escrow arrangements, the Related Transactions will be effected and the documents
pertaining  thereto  will be released  from escrow prior to, or at the same time
as, the release of the Escrow  Documents in accordance with the terms of Section
4(a) of the Escrow Agreement.

         4.       Representations   and   Warranties  of  the   Purchaser.   The
Purchasers,  jointly and severally,  hereby represent and warrant to the Company
that:

                  (a)  Organization  and Good Standing.  Each Purchaser has been
duly  organized and is validly  existing and in good standing  under the laws of
the  jurisdiction of its  organization and has the requisite power and authority
to own,  lease and operate its  properties and to carry on its business as it is
now being conducted.

                  (b)  Authorization  of  Agreement.   Each  Purchaser  has  all
necessary power and authority to execute and deliver the Purchaser Documents, to
consummate the  transactions  contemplated  by the Purchaser  Documents,  and to
perform  its  obligations  under the  Purchaser  Documents.  The  execution  and
delivery by each Purchaser of the Purchaser  Documents and the  consummation  by
each  Purchaser  of  the  transactions   contemplated  thereby  have  been  duly
authorized and approved by the general partner of each  Purchaser,  and no other
proceedings on the part of any Purchaser are, or will be, necessary to authorize
the Purchaser Documents or to consummate the transactions  contemplated thereby.
The Purchaser  Documents have been, or will be at the Closing,  assuming the due
authorization,  execution and delivery by the Company, duly and validly executed
and  delivered by each  Purchaser  and  constitutes,  or will  constitute at the
Closing,  a valid,  legal and binding  agreement of each Purchaser,  enforceable
against each Purchaser in accordance with its terms,  subject to (i) bankruptcy,
insolvency,  reorganization,  fraudulent conveyance or transfer,  moratorium and
other  similar  laws  now  or  hereafter  in  effect  relating  to or  affecting
creditors' rights generally,  and (ii) general  principles of equity (regardless
of whether considered in a proceeding at law or in equity).

                  (c)      No Conflicts; Consents of Third Parties.

                           (i)  No   Filing   and   Approval   of  or  with  any
Governmental  Entity is, or will be, necessary for the execution and delivery by
any Purchaser of the Purchaser Documents or the consummation by any Purchaser of
the transactions contemplated thereby, except Filings and Approvals that, if not
made or obtained,  could not reasonably be expected to have,  individually or in
the aggregate, a Material Adverse Effect.

                                       6

<PAGE>

                           (ii) No consent or approval of any third party is, or
will be,  necessary  for the  execution  and  delivery by any  Purchaser  of the
Purchaser  Documents or the  consummation  by any Purchaser of the  transactions
contemplated by the Purchaser Documents.

                           (iii) Neither the execution, delivery and performance
by any  Purchaser  of the  Purchaser  Documents,  nor  the  consummation  by any
Purchaser of the transactions  contemplated by the Purchaser Documents, will (x)
conflict  with or  result  in any  breach  of any  provision  of the  applicable
organizational  documents of any Purchaser,  (y) result in a violation or breach
of,  or  constitute  (with or  without  due  notice  or lapse of time or both) a
default (or give rise to any right of  termination,  amendment,  cancellation or
acceleration or Lien) under,  any of the terms,  conditions or provisions of any
note, bond, mortgage,  indenture,  lease, license, contract,  agreement or other
instrument  or  obligation  to which  any  Purchaser  is a party or by which its
properties  or assets are bound,  or (z) assuming that all Filings and Approvals
have been made or obtained, violate any Law or any Governmental Order applicable
to any Purchaser or its properties or assets,  except in the case of clauses (y)
or (z) for  violations,  breaches or  defaults  which  could not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

                  (d) Litigation.  There is no action,  suit,  investigation  or
proceeding pending or, to the knowledge of any Purchaser, threatened against any
Purchaser before any court or arbitrator or any Governmental  Entity relating to
the transactions contemplated by this Agreement.

                  (e) Investment  Representations.  Each  Purchaser  understands
that the Securities (including the shares of Common Stock issuable upon exercise
of the Warrants  (the  "Warrant  Shares"))  have not been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  state
securities  law. Each  Purchaser  also  understands  that the Securities and the
Warrant  Shares are being  offered and sold  pursuant to one or more  exemptions
from  such  registration  based in part upon  each  Purchaser's  representations
contained in this Agreement.

                           (i) Purchaser Bears Economic Risk. Each Purchaser has
substantial   experience  in  evaluating  and  investing  in  private  placement
transactions of securities in companies similar to the Company and is capable of
evaluating the merits and risks of its investment in the Company. Each Purchaser
understands that it must bear the economic risk of this investment  indefinitely
unless the Securities and the Warrant Shares are registered under the Securities
Act, or an  exemption  from  registration  is  available.  Each  Purchaser  also
understands that there is no assurance that any exemption from registration will
be available  and that,  even if  available,  such  exemption may not allow such
Purchaser  to  transfer  all or any  portion of the  Securities  (or the Warrant
Shares) under the  circumstances,  in the amounts or at the times such Purchaser
might propose.

                           (ii)  Acquisition for Own Account.  Each Purchaser is
acquiring  the  Securities,  and will  acquire the Warrant  Shares,  for its own
account for investment only, and will not sell, transfer or otherwise dispose of
the  Securities  or the  Warrant  Shares,  or any  portion  thereof or  interest
therein, in violation of the registration requirements of applicable federal and
state securities laws.

                           (iii)  Accredited  Investor.  Each  Purchaser  is  an
accredited investor within the meaning of Regulation D under the Securities Act.

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<PAGE>

                           (iv) Company  Information.  Each Purchaser has had an
opportunity to discuss the Company's business,  management and financial affairs
with directors, officers and other management of the Company. Each Purchaser has
also had the  opportunity  to ask  questions of, and receive  answers from,  the
Company  and  its  management   regarding  the  terms  and  conditions  of  this
investment.

                           (v) Rule 144. Each Purchaser  acknowledges and agrees
that the  Securities  (including the Warrant  Shares) must be held  indefinitely
unless  they  are  subsequently  registered  under  the  Securities  Act and any
applicable  state  securities  law or an  exemption  from such  registration  is
available. Each Purchaser has been advised or is aware of the provisions of Rule
144  promulgated  under the Securities Act ("Rule 144"),  which permits  limited
resale of shares purchased in a private placement subject to the satisfaction of
certain conditions,  including,  among other things: the availability of certain
current public information about the Company, the resale occurring not less than
one year after a Person has purchased and paid for the security to be sold,  the
sale being through an  unsolicited  "broker's  transaction"  or in  transactions
directly  with a market  maker (as said  term is  defined  under the  Securities
Exchange Act of 1934, as amended) and the number of shares being sold during any
three-month period not exceeding specified limitations.

                           (vi)  Financing.  Each  Purchaser  has,  and  on  the
Closing Date will have,  sufficient funds available to pay for the Securities to
be purchased by it pursuant to Section 1.

         5.       Covenants.  The parties,  as applicable,  hereby  covenant and
agree as follows:

                  (a) Access to  Information;  Confidentiality.  Upon reasonable
notice, the Company shall afford to the executive officers, accountants, counsel
and  other  representatives  of  Greenwich  II (on  behalf  of  the  Purchasers)
reasonable  access,  during the period  prior to the  Closing  Date,  to all its
facilities,  properties,  assets, books,  contracts and records and, during such
period,  the Company  shall  furnish  promptly to Greenwich II (on behalf of the
Purchasers) all  information  concerning its business,  facilities,  properties,
assets and  personnel  as Greenwich II may  reasonably  request,  and shall make
promptly available to Greenwich II (on behalf of the Purchasers) the appropriate
individuals  (including  officers,  employees,  accountants,  counsel  and other
professionals) for discussion of the Company's business, facilities, properties,
assets and  personnel as Greenwich II may  reasonably  request.  The  Purchasers
shall keep such  information  confidential  in accordance  with the terms of the
Confidentiality  Agreement  dated  September  2, 1999  between  THCG,  Inc.  and
Greenwich II. By their  execution of this  Agreement,  the Company  agrees to be
bound by the terms of the foregoing Confidentiality Agreement to the same extent
as THCG,  Inc. was bound,  and the Purchasers  agree to be bound by the terms of
the  foregoing  Confidentiality  Agreement to the same extent as Greenwich II is
bound.

                  (b) Reasonable Best Efforts;  Further  Action.  Upon the terms
and subject to the conditions set forth in the Purchaser Documents,  each of the
parties hereto agrees to use its reasonable best efforts to take, or cause to be
taken, all actions,  and to do, or cause to be done, and to assist and cooperate
with the other  party in doing,  or  causing to be done,  all things  necessary,
proper or advisable to fulfill all conditions  applicable to such party pursuant
to the Purchaser  Documents,  and to consummate and make effective,  in the most
expeditious manner practicable,  the transactions  contemplated by the Purchaser
Documents,  including (i)

                                       8

<PAGE>

the obtaining of all necessary  actions or  non-actions,  waivers,  consents and
approvals   from   Governmental   Entities  and  the  making  of  all  necessary
registrations  and  filings  and the  taking of all  reasonable  steps as may be
necessary to make or obtain a Filing and Approval to, of or with, or to avoid an
action or  Proceeding  by, any  Governmental  Entity;  (ii) the obtaining of all
necessary consents, approvals, waivers or exemptions from non-governmental third
parties;  and (iii) the  execution  and delivery of any  additional  instruments
necessary to consummate the transactions contemplated by, and to fully carry out
the purposes and intent of, the Purchaser Documents.

                  (c) Board  Representation.  As long as the Purchasers,  in the
aggregate,  are  the  beneficial  owners  of 5.0%  or  more  of the  issued  and
outstanding  shares of Common Stock on a fully-diluted  basis (assuming for such
purpose the exercise or  conversion  of all  outstanding  options,  warrants and
other convertible securities,  including the Securities),  Greenwich II shall be
entitled to nominate one person (the "Purchaser  Appointee") for election to the
Board of  Directors  of the  Company,  provided,  however,  that such  person is
reasonably acceptable to the Company, and the Company shall use its best efforts
to cause the Purchaser  Appointee to be elected to the Board of Directors of the
Company and to be appointed to the Compensation  Committee  (including any stock
option or similar committee) of the Board of Directors of the Company.

                  (d)      Restrictions on the Conduct of Business.

                           (i) As long as the Purchasers,  in the aggregate, are
the beneficial  owners of 5.0% or more of the issued and  outstanding  shares of
Common Stock on a fully-diluted basis (assuming for such purpose the exercise or
conversion  of  all  outstanding   options,   warrants  and  other   convertible
securities,  including the Securities), the Company shall not, without the prior
written   consent  of   Greenwich   II,   effect  any   merger,   consolidation,
recapitalization,   redemption   or   repurchase,   extraordinary   dividend  or
distribution  or any  similar  transaction  or other  extraordinary  transaction
affecting the Company or any of its  Subsidiaries or any shares of capital stock
of the Company or any of its Subsidiaries;  provided,  however, that the consent
of Greenwich II shall not be required in connection with:

                                    (1) any of the transactions described in the
preceding  paragraph  as long as (A) all shares of the Common Stock owned by the
Purchasers  (including the Warrant Shares) are treated as favorably as all other
then  outstanding  shares of the Common Stock are  treated,  and (B) without the
prior  written  consent  of  Greenwich  II, no  holder  of Common  Stock (or any
Affiliate or Related  Person of such  holder)  receives in  connection  with the
transaction any additional  value or  consideration  (excluding any compensation
payable in the  ordinary  course of business to  employees of the Company or the
successor entity in any such transaction,  if applicable,  related solely to the
performance of their duties as employees);

                                    (2) any  repurchase of Common Stock upon the
termination  of  employment of any employee of the Company who is not or has not
been a THSI  Principal  or who is not or has not been a director of the Company;
provided,  however,  that such  repurchase  must be approved by the  Independent
Directors (as defined in Section 5(d)(iii)) and must be pursuant to the terms of
a Plan (as defined in Section 5(d)(ii));

                                    (3) any  redemption  of shares of redeemable
preferred stock or other securities  having  redemption  provisions issued after
the consummation of the Merger with the approval of the Independent Directors to
a Person who is not at the time of issuance a

                                       9

<PAGE>

Company Principal;

                                    (4)  open  market  purchases  of  shares  of
Common Stock approved by the Independent Directors; or

                                    (5) any repurchase or redemption (other than
as otherwise  permitted by the foregoing clauses (1) through (4) of this Section
5(d)(i)),  approved by the Independent Directors,  of shares of the Common Stock
held by any  stockholder  as  long  as the  aggregate  of  such  repurchases  or
redemptions  (together  with all prior  repurchases  or  redemptions)  from such
stockholder  and all Affiliates and Related Persons of such  stockholder  (taken
together)  does not  exceed  an  amount  equal to 5.0% or more of the  number of
shares of Common Stock on a  fully-diluted  basis (assuming for such purpose the
exercise  or  conversion  of  all  outstanding   options,   warrants  and  other
convertible  securities)  outstanding  immediately after the consummation of the
Merger  (including the Securities),  as appropriately  adjusted for stock splits
and dividends,  reverse stock splits and combinations  after the consummation of
the Merger.

                           (ii)  Except  as  set  forth  on  Schedule  5(d)(ii),
neither  the  Company  nor any of its  Subsidiaries  shall  issue or  grant  any
registration rights with respect to any capital stock, or securities convertible
into or exercisable for capital stock, of the Company or any Subsidiary  without
the prior written consent of Greenwich II; provided, however, that the foregoing
restriction  shall not prohibit (x) the grant of  registration  rights  covering
shares issued in an acquisition of, or a merger with,  another  Person,  or in a
private  placement  by the  Company or any  Subsidiary  of shares of its capital
stock or other securities,  where such acquisition,  merger or private placement
does not involve,  and the recipients of such capital stock or other  securities
(and  such  registration   rights)  are  not  Company   Principals  or  (y)  the
registration  on SEC Form S-8 of Common Stock issued  pursuant to the  Company's
Employee  Stock  Incentive  Plan  established  at the time of the Closing or any
supplemental stock incentive plan approved by the Independent Directors (each, a
"Plan").  Any registration rights granted pursuant to clause (x) of this Section
5(d)(ii) shall not be on terms more favorable than the terms of the registration
rights granted to the Purchasers  pursuant to the Registration  Rights Agreement
and any  right to  "piggyback"  on any  registration  effected  pursuant  to the
Purchasers'  registration  rights shall be subordinate to the Purchasers' demand
registration  rights in the event of any cut-back or  hold-back  of shares.  The
Purchasers  shall have  piggyback  rights  with  respect to the  exercise of any
registration right granted pursuant to clause (x) of this Section 5(d)(ii);  and
the  Purchasers  shall  have  prorata  sale  rights  with the  persons  who have
exercised  the  registration  rights,  but  priority  sale rights over any other
person  whose  shares are  proposed to be included in the  registration,  in the
event of any required cut-back or hold-back of shares to be sold pursuant to the
registration right exercised.

                           (iii) All  compensation  of,  and other  transactions
with, any Company Principals shall be subject to the approval of the Independent
Directors.  For all purposes of the Purchaser  Documents,  the term "Independent
Directors"  shall mean members of the Board of  Directors  of the Company  other
than the Company  Principals whose  compensation is being considered and who are
not involved in and have no economic or other interest in the transaction  being
considered and any Affiliates or Related Persons of such Company Principals. For
all purposes of the Purchaser  Documents,  the term "Related  Person" shall mean
and  include  any  relative of the Person to which such  Related  Person  refers
(including  any spouse,  parent or  grandparent,  sibling,  child or grandchild,
step-child or  step-grandchild  or adopted  child or adopted  grandchild of such
Person)  and any trust or similar  entity  which  exists for the benefit of such
Person or any other  "Related  Person" of such Person in which the

                                       10

<PAGE>

Person  or any  "Related  Person"  of such  Person  has any  economic  or  other
interest.

                  (e)      Tag-Along Rights.

                           (i)  Subject  to Section  5(e)(vii),  if, at any time
after the Closing,  any of the THSI Principals or any of their Transferees in an
Exempt  Transfer  (as  defined  in  Section  5(e)(viii))  (each,  a  "Section  5
Transferor")  or any group of Section 5 Transferors  proposes to Transfer any of
such Person's Common Stock to a Person or Persons,  except pursuant to an Exempt
Transfer or a Charitable Transfer (as defined in Section  5(e)(viii)),  prior to
any such Transfer, such Section 5 Transferor shall promptly (and in any event at
least 20 business days prior to the proposed  closing date thereof)  provide the
Purchasers with written notice of the proposed Transfer (the "Transfer  Notice")
containing the following:

                                    (1) the name  and  address  of the  proposed
Transferee;

                                    (2) the  number of  shares  of Common  Stock
proposed to be Transferred by such Section 5 Transferor; and

                                    (3) the  purchase  price and other  material
terms and  conditions of payment and the closing date for the proposed  Transfer
(including, if available, a copy of any purchase agreement related thereto).

                           (ii) If any Purchaser  wishes to  participate in such
Transfer,  such  Purchaser (or Greenwich II on behalf of such  Purchaser)  shall
notify such Section 5 Transferor by written notice (the  "Tag-Along  Notice") on
or before the expiration of 10 business days  following  receipt of the Transfer
Notice that such Purchaser desires to Transfer to the proposed Transferee a part
of its shares of Common Stock (as determined pursuant to the following sentence)
on the same terms and conditions set forth in the Transfer Notice. The Tag-Along
Notice shall specify the number of shares of Common Stock such Purchaser desires
to Transfer (the  "Tag-Along  Amount").  The maximum  number of shares of Common
Stock  that  such  Purchaser  shall be  entitled  to  Transfer  pursuant  to the
Tag-Along  Notice shall be  determined  by  multiplying  the number of shares of
Common  Stock held by such  Purchaser  at the time of the  Transfer  Notice by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
proposed to be  Transferred  to the  Transferee by such Section 5 Transferor and
the denominator of which is the aggregate  number of shares of Common Stock then
owned by all  Section 5  Transferors.  If no  Purchaser  provides  the Section 5
Transferor  with a  Tag-Along  Notice  within  the period  above-specified,  the
Section 5 Transferor  shall be free to sell all or a portion of his Common Stock
to the  Transferee in the amount and on the same terms and  conditions set forth
in the Transfer  Notice.  If any Purchaser  provides the Section 5 Transferor(s)
with a Tag-Along  Notice,  the Section 5 Transferor may not effect such Transfer
unless the Transferee  shall have purchased the Tag-Along  Amount or the Reduced
Tag-Along  Amount (as defined in Section  5(e)(iv))  from such  Purchaser on the
same terms and conditions set forth in the Transfer Notice.

                           (iii) The  Tag-Along  Notice given by such  Purchaser
shall constitute the Purchaser's  irrevocable and binding  agreement to Transfer
to the Transferee the Tag-Along  Amount or the Reduced  Tag-Along  Amount on the
terms and conditions specified in the Transfer Notice.

                           (iv) If the sum (the "Aggregate  Shares  Offered") of
(w) the aggregate

                                       11

<PAGE>

number of shares of Common Stock proposed to be Transferred to the Transferee by
the Section 5  Transferor  and (x) the total of the  Tag-Along  Amounts for each
Purchaser  exceeds  the  maximum  number of shares  of  Common  Stock  that such
Transferee is willing to purchase (the "Maximum  Number"),  then (y) the maximum
number of  shares  of Common  Stock  that  such  Section 5  Transferor  shall be
entitled to Transfer to the Transferee  shall be reduced to the number  (rounded
down to the nearest whole share) obtained by multiplying the number of shares of
Common  Stock  that such  Section  5  Transferor  proposed  to  Transfer  to the
Transferee by a fraction,  the numerator of which is the Maximum  Number and the
denominator of which is the Aggregate Shares Offered, and (z) the maximum number
of shares of Common  Stock that any  Purchaser  which has  delivered a Tag-Along
Notice pursuant to Section 5(e)(ii) (the  "Participating  Purchasers")  shall be
entitled to Transfer to the Transferee  pursuant to such Tag-Along  Notice shall
be reduced to the number  (rounded up to the nearest  whole share;  the "Reduced
Tag-Along  Amount")  obtained  by  multiplying  the  Tag-Along  Amount  of  such
Purchaser by the fraction described in clause (y) of this Section 5(e)(iv).

                           (v) The Participating Purchasers agree to execute and
deliver  purchase  agreements  upon  the  same  terms  and  subject  to the same
conditions  as the  Section  5  Transferor  and shall  take  such  action as the
Transferee  of such shares may  reasonably  request  (including  the delivery of
certificates or other  documents) to facilitate the consummation of the Transfer
of such  shares.  Any  indemnity  provided by a  Participating  Purchaser to the
Transferee in such purchase  agreement  will only relate to the shares of Common
Stock Transferred by it. Any indemnity provided to the Transferee by the Section
5 Transferor  will only relate to the shares of Common Stock  Transferred by the
Section 5 Transferor.

                           (vi)   The   Section   5   Transferor(s)    and   the
Participating  Purchasers shall be required to bear their pro rata share,  based
on the  number of  shares of Common  Stock  included  in such  Transfer,  of the
expenses of the transaction including, without limitation, legal, accounting and
investment banking fees, commissions and expenses.

                           (vii)  Notwithstanding  any other  provision  of this
Section  5(e),  if, at any time,  any Section 5 Transferor or group of Section 5
Transferors proposes to sell shares of Common Stock beneficially owned by him or
them in a public offering which,  together with all prior Transfers,  other than
Exempt Transfers and Charitable Transfers, by all THSI Principals, exceed 25% of
the aggregate of the shares of Common Stock (the "Original  Shares") acquired by
the THSI  Principals (A) pursuant to the Merger and (B) upon exercise of options
granted to the THSI Principals  pursuant to the Merger Agreement and the Related
Agreements  (including  without  limitation under the Plan), then the Purchasers
will have the right to sell in such public offering a number of shares of Common
Stock  equal to four times the number of shares of Common  Stock  proposed to be
sold by the THSI  Principals in excess of such 25% of their Original  Shares and
such THSI  Principals  shall  cut-back  the  number  of  shares of Common  Stock
proposed to be sold by them in such public  offering  so as to  accommodate  the
Transfer by the  Purchasers  of their  shares of Common  Stock  pursuant to this
Section 5(d)(vii); provided, however, that the foregoing shall not be applicable
to any sale by the Section 5 Transferors  of shares of Common Stock  pursuant to
Rule  144 if,  at the time of such  proposed  sale  pursuant  to Rule  144,  any
Purchaser is then permitted (subject to the volume limitations of Rule 144) also
to effect sales under Rule 144. Any allocation among the Purchasers of shares to
be  transferred  pursuant  to this  Section  5(e)(vii)  shall be  determined  by
Greenwich II.

                           (viii) For purposes of the Purchaser  Documents,  the
term "Transfer" shall mean any sale, assignment,  disposition,  mortgage, pledge
or similar lien or encumbrance

                                       12

<PAGE>

or other transfer or grant or any right to effect any of the  foregoing;  unless
in the case of the grant of any mortgage,  pledge or similar lien or encumbrance
the  mortgagee,  the  pledgee  or  holder of the lien or  encumbrance  agrees in
writing with the Purchasers  that any further sale,  assignment,  disposition or
transfer or grant of any such right shall be subject to the  provisions  of this
Section 5 and to be deemed a "Section 5  Transferor"  for all  purposes  of this
Agreement.  For purposes of the Purchaser Documents,  the term "Exempt Transfer"
shall mean a direct or indirect  Transfer  of capital  stock of the Company to a
Person's  Related  Person  provided that such capital stock shall continue to be
subject to the  provisions  of this  Section 5 in  connection  with any  further
Transfers.  For  purposes  of the  Purchaser  Documents,  the  term  "Charitable
Transfer"  shall  mean  a  Transfer  of  capital  stock  of  the  Company  to an
organization  exempt from  taxation  under  Section  501(c)(3)  of the  Internal
Revenue Code of 1986,  as amended,  provided that the Person does not retain any
economic or other interest in the shares.

                           (ix)  In  the  event  of any  merger,  consolidation,
recapitalization,  reclassification, stock split or combination, distribution of
property  (other than cash) or securities,  obligations or  instruments,  or any
other  transaction  affecting the Common Stock, the provisions of this Section 5
shall apply to any stock, security,  obligations,  instruments or property which
have been issued in connection therewith to any Section 5 Transferor.

                  (f) Nasdaq  Listing  Application.  The  Company  shall file an
Application  for Listing of Additional  Shares with the NASD with respect to the
Shares and the Warrant Shares. Such Application for Listing of Additional Shares
shall be with respect to designation as a National Market System security by The
Nasdaq  Stock  Market;  however,  the  Company  may  delay  the  filing  of such
Application for Listing of Additional  Shares until it is determined by the NASD
whether the current designation of the Common Stock of the Company as a National
Market  System  security  shall  continue.  In the  event  that the  NASD  shall
determine that the  designation of the Common Stock as a National  Market System
security  shall not  continue,  or otherwise  if requested by Greenwich  II, the
Company shall file promptly an Application for Listing of Additional Shares with
respect to  designation  as a Smallcap  security by The Nasdaq  Stock Market and
with respect to the Shares and the Warrant Shares.

                  (g)  Public  Announcements.  No party  will issue or cause the
publication  of any press release or other public  announcement  with respect to
the  Purchaser  Documents  or the  transactions  contemplated  by the  Purchaser
Documents without the prior written consent of the other party hereto; provided,
however,  that  nothing  herein will  prohibit any party from issuing or causing
publication of any such press release or public  announcement to the extent that
such party determines such action to be required by Law, in which case the party
making such  determination will allow the other party reasonable time to comment
on such release or announcement in advance of its issuance.

                  (h) Investment Opportunities.  Company agrees that it will use
its reasonable  efforts to offer  Greenwich II, or affiliates of Greenwich II as
designated by Greenwich II, the  opportunity to invest in private  placements in
which the Company acts as the placement  agent,  financial  advisor or principal
investor.

                  (i) No Regulatory  Filings.  The Company and its  Subsidiaries
shall not effect or engage in any  transaction,  investment  or  business  which
might impose upon any Purchaser (or any of its Affiliates,  partners, directors,
officers or employees) any obligation  under any Law to file any reports,  or to
furnish any  information to any  governmental  authority  (other than reports or
information  required to be made or  furnished  under the  Exchange  Act and the
rules

                                       13

<PAGE>

and  regulations  promulgated  thereunder).  In  the  event  any  Law,  rule  or
governmental regulation shall be enacted or adopted subsequent to the Company or
its  Subsidiaries  effecting  or  making  any  transaction  or  investment,   or
subsequent  to  the  commencement  of  any  business,   the  Company  shall  use
commercially  reasonable efforts to restructure such transaction,  investment or
business so as to avoid any such reporting or information  obligation imposed on
any  Purchaser  (or any of its  Affiliates,  partners,  directors,  officers  or
employees).

                  (j) Use of Proceeds.  The Company  will use the proceeds  from
the sale of the Securities for the purposes described in the Proxy Statement and
for general corporate purposes.

                  (k) Name Change.  The Company  shall,  prior to the release of
the Escrow Documents  pursuant to Section 4(a) of the Escrow  Agreement,  change
the name of the Company to "THCG, Inc."

         6.       Conditions to Closing.

                  (a)      Conditions Precedent to Each Party's Obligations.

                  The respective obligations of each party hereunder are subject
to the  fulfillment  or  satisfaction  on or before  the  Closing of each of the
following  conditions  (any one or more of which may be waived in writing by the
Company or Greenwich II (on behalf of all the Purchasers), as the case may be):

                           (i) All  consents  and  approvals  of the  Boards  of
Directors  and  shareholders  of the Company and the other parties to the Merger
Agreement  and the Related  Transactions  required for the  consummation  of the
Merger,  the change of the name of the  Company  to "THCG,  Inc.",  the  Related
Transactions and the transactions under the Purchaser  Documents shall have been
obtained.  All of the other  conditions  to the  obligations  of the  parties to
consummate the Merger,  the Related  Transactions and the transactions under the
Purchaser  Documents,  and to effect the name change,  shall have been satisfied
subject  only to: (A) the filing of  articles of merger  with the  Secretary  of
State  of the New York to  effect  the  Merger;  and (B) the  filing  of the BDC
Withdrawal;  and (C) the  escrow  of the  documents  pertaining  to the  Related
Transactions and, in accordance with the terms of such escrow arrangements, such
documents pertaining thereto being released from escrow prior to, or at the same
time as,  the  release  of the  "Escrow  Documents"  (as  defined  in the Escrow
Agreement")  in  accordance  with  the  terms  of  Section  4(a)  of the  Escrow
Agreement.

                           (ii) No Law or  Governmental  Order  shall  have been
enacted, entered, promulgated or enforced which prohibits, restrains, enjoins or
restricts the  consummation  of the  transactions  contemplated by the Purchaser
Documents, or which subjects any party to substantial damages as a result of the
consummation of the transactions contemplated by the Purchaser Documents.

                           (iii) All required consents,  approvals,  waivers and
authorizations  of any  Governmental  Entity  or  Regulatory  Agency  which  are
necessary to effect the transactions  contemplated by the Purchaser Documents at
the Closing shall have been obtained.

                           (iv) The Escrow  Agreement  shall have been  executed
and  delivered  by the  parties  hereto  and the  Escrow  Agent;  and the Escrow
Documents,  the Shares and the

                                       14

<PAGE>

Warrants and the Purchase  Price shall have been deposited with the Escrow Agent
in accordance with this Agreement and the Escrow Agreement.

                  (b)      Conditions Precedent to Obligations of the Company.

                  The  obligations  of the Company  hereunder are subject to the
fulfillment  or  satisfaction  on or  before  the  Closing  Date  of each of the
following  conditions  (any one or more of which may be waived in writing by the
Company):

                           (i) Accuracy of Representations  and Warranties.  The
representations  and  warranties of each Purchaser set forth in Section 4 hereof
shall be true and accurate in all material  respects (other than those qualified
by materiality  or Material  Adverse Effect which shall be true and accurate) on
and as of the  Closing  Date with the same  force and effect as if they had been
made at the Closing,  and each Purchaser shall execute and deliver a certificate
to such effect by an officer of such Purchaser.

                           (ii)  Covenants.  Each Purchaser shall have performed
and complied in all material  respects with all of its covenants  required to be
performed by it under the Purchaser Documents on or before the Closing Date, and
each  Purchaser  shall  execute and deliver a  certificate  to such effect by an
officer of such Purchaser.

                           (iii) Delivery of Certificates.  At the Closing, each
Purchaser shall deliver the  certificates  required by Sections 6(b)(i) and (ii)
hereof to the Escrow  Agent for deposit  into  escrow  pursuant to the terms and
conditions of the Escrow Agreement.

                  (c)      Conditions    Precedent   to   Obligations   of   the
Purchasers.

                  The obligations of the Purchasers hereunder are subject to the
fulfillment  or  satisfaction  on or  before  the  Closing  Date  of each of the
following  conditions  (any one or more of which  may be waived  in  writing  by
Greenwich II, on behalf of the Purchasers):

                           (i) Accuracy of Representations  and Warranties.  The
representations  and warranties of the Company set forth in Section 3 hereof and
the  representations  and  warranties  of the Company,  Newco and Tower Hill set
forth  in the  Merger  Agreement  shall  be true and  accurate  in all  material
respects (other than those  qualified by materiality or Material  Adverse Effect
which shall be true and  accurate)  on and as of the Closing  Date with the same
force and effect as if they had been made at the Closing,  and the Company shall
execute and deliver a certificate to such effect by an officer of the Company.

                           (ii) Covenants.  The Company shall have performed and
complied  in all  material  respects  with all of the  covenants  required to be
performed by the Company under the Purchaser  Documents on or before the Closing
Date,  and the Company shall execute and deliver a certificate to such effect by
an officer of the Company.

                           (iii) Delivery of Certificates.  At the Closing,  the
Company shall deliver the  certificates  issued pursuant to Sections 6(c)(i) and
(ii) to the Escrow  Agent for  deposit  into  escrow  pursuant  to the terms and
conditions of the Escrow Agreement.

                           (iv) Board  Nominee.  The Board of  Directors  of the
Company  shall have elected Keith Abell to the Board of Directors of the Company
as the Purchaser Nominee

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effective  upon the  satisfaction  of the terms of  Section  4(a) of the  Escrow
Agreement;  and the THSI  Principals  shall have  executed and  delivered to the
Escrow Agent,  for deposit into escrow  pursuant to the terms and  conditions of
the Escrow Agreement,  an agreement substantially in the form attached hereto as
Exhibit D hereto wherein the THSI Principals  agree to vote their shares for the
election of the  Purchaser  Appointee  as a director of the Company (the "Voting
Agreement").

                           (v) Issuance of the Securities.  The Securities shall
have been duly  authorized  and validly  issued  pursuant to Section 2(c) hereof
(against the payment of the  purchase  price  therefor  pursuant to Section 2(b)
hereof),  free and clear of all  liens,  encumbrances  and  claims and rights of
third parties  (including  without  limitation  preemptive rights, but excluding
liens, encumbrances,  claims and rights of third parties claiming by, through or
under any Purchaser); and the Purchasers shall have received the Legal Opinions.

         7.       Termination of Agreement.

                  (a) Termination.  This Agreement may be terminated at any time
prior to the Closing Date:

                           (i) by mutual  written  consent duly  executed by the
Company and Greenwich II (on behalf of the Purchasers);

                           (ii)  by  either  Greenwich  II  (on  behalf  of  the
Purchasers) or the Company,  if the Merger Agreement is terminated in accordance
with its terms; or

                           (iii) by Greenwich  II (on behalf of the  Purchasers)
or the Company at any time after December 31, 1999 if the Closing shall not have
occurred on or before that date.

                  (b) Notice of  Termination.  Any termination of this Agreement
under  Section 7(a) hereof will be  effective by the delivery of written  notice
(in accordance with the provisions of Section 10(b)) of the terminating party to
the other parties hereto.

                  (c) Effect of  Termination.  In the case of any termination of
this  Agreement  as provided in this  Section 7, this  Agreement  shall be of no
further  force  and  effect;  provided,  however,  that a  termination  of  this
Agreement  shall not  relieve  any party from  liability  for any breach of this
Agreement  or defeat or impair the right of any party to pursue  such  relief as
may otherwise be available to it as a result of any breach of this  Agreement or
any  of the  representations,  warranties,  covenants  or  agreements  contained
herein.

         8.       Legend on  Certificates.  Each  stock  certificate  or warrant
certificate issued to represent the Securities and the Warrant Shares shall bear
the following (or a substantially  equivalent) conspicuous legend on the face or
reverse side thereof:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR QUALIFIED
                  UNDER  APPLICABLE   STATE   SECURITIES  LAWS.   NEITHER  THESE
                  SECURITIES  NOR ANY  INTEREST  THEREIN MAY BE  OFFERED,  SOLD,
                  PLEDGED,  ASSIGNED OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF
                  AN  EFFECTIVE  REGISTRATION  STATEMENT  AND  QUALIFICATION  IN
                  EFFECT WITH

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<PAGE>

                  RESPECT  THERETO UNDER THE  SECURITIES  ACT AND ANY APPLICABLE
                  STATE SECURITIES LAW OR AN OPINION OF COUNSEL TO THE HOLDER OF
                  SUCH  SECURITIES,  WHICH  COUNSEL AND  OPINION ARE  REASONABLY
                  SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH  REGISTRATION  AND
                  QUALIFICATION ARE NOT REQUIRED.

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate  bearing  such  legend  shall also bear such  legend,  unless in the
opinion of  counsel  for the  Company,  the  Securities  or the  Warrant  Shares
represented  thereby need no longer be subject to the restrictions  contained in
this Agreement.  The Company shall not transfer on its books any certificate for
the  Securities  or the Warrant  Shares in  violation of the  provisions  of the
Purchaser   Documents.   The  Company  shall  give   appropriate  stop  transfer
instructions  to its stock transfer agent with respect to the Securities and the
Warrant Shares.

         9.       Indemnification.

                  (a) The Company agrees to indemnify,  defend and hold harmless
the  Purchasers  (and each  officer,  director,  partner  and  Affiliate  of the
Purchasers)  from  and  against  any  and  all  losses,  liabilities,   damages,
deficiencies,  costs  or  expenses  (including  reasonable  attorneys'  fees and
disbursements)  (collectively,  "Losses")  based  upon or  arising  out of or in
connection  with any  inaccuracy in or breach of any  representation,  warranty,
covenant or agreement of the Company contained in the Purchaser Documents.

                  (b) The Purchasers agree, jointly and severally, to indemnify,
defend and hold  harmless the Company (and each officer,  director,  stockholder
and  Affiliate of the Company) from and against any and all Losses based upon or
arising  out  of  or  connection  with  any  inaccuracy  in  or  breach  of  any
representation,  warranty,  covenant or agreement of any Purchaser  contained in
the Purchaser Documents.

         10.      Miscellaneous.

                  (a) Entire Agreement;  Assignment. The Purchaser Documents (a)
constitute the entire  agreement  between the parties hereto with respect to the
subject   matter   hereof  and  supersede   all  other  prior   agreements   and
understandings,  both written and oral,  between the parties with respect to the
subject  matter  hereof,  and (b) shall not be assigned by  operation  of law or
otherwise.

                  (b) Notices. All notices,  requests, claims, demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon  receipt) by  delivery in Person,  by cable,
telegram,  facsimile  or telex,  or by  registered  or certified  mail  (postage
prepaid, return receipt requested), to the other party as follows:

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

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<PAGE>

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

            if to the Company:   Walnut Financial Services, Inc. (or THCG, Inc.)
                                 650 Madison Avenue
                                 New York, New York 10022
                                 Attention:  President
                                 Facsimile:  (212) 223-0161

            with a copy to:      Kramer Levin Naftalis & Frankel LLP
                                 919 Third Avenue
                                 New York, New York 10022
                                 Attention: Peter S. Kolevzon, Esq.
                                 Facsimile: (212) 715-8000

or to such other address,  facsimile number or Person's  attention as the Person
to whom notice is given may have previously furnished to the other in writing in
the manner set forth above.

                  (c) Parties in  Interest.  The  Purchaser  Documents  shall be
binding  upon and inure  solely to the  benefit  of each  party  hereto  and its
successors  and  permitted  assigns,  and except for those  parties  indemnified
pursuant  to  Section  9 or  pursuant  to the  provisions  of  Section  8 of the
Registration Rights Agreement,  nothing in the Purchaser  Documents,  express or
implied,  is  intended  to or shall  confer  upon any other  Person any  rights,
benefits  or  remedies  of any  nature  whatsoever  under  or by  reason  of the
Purchaser Documents.

                  (d)  Severability.  If any  term or  other  provision  of this
Agreement is invalid,  illegal or  unenforceable,  all other  provisions of this
Agreement shall remain in full force and effect so long as the economic or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially adverse to any party.

                  (e)  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall be deemed to be an original,  but all of
which shall constitute one and the same agreement.

                  (f) Interpretation. The headings herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof.  Where a reference in
this  Agreement  is  made to a  Section,  Article,  Schedule  or  Exhibit,  such
reference  shall be to a Section or Article  of or  Schedule  or Exhibit to this
Agreement unless otherwise  indicated.  Where the reference "hereby" or "herein"
appears in this  Agreement,  such reference shall be deemed to be a reference to
this  Agreement  as  a  whole.  Whenever  the  words  "include,"  "includes"  or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without  limitation." Words denoting the singular include the plural,
and vice versa,  and  references to it or its or words denoting any gender shall
include all genders.

                  (g) Governing Law and Venue. THIS AGREEMENT SHALL BE DEEMED TO
BE MADE IN AND IN ALL RESPECTS SHALL BE  INTERPRETED,  CONSTRUED AND

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<PAGE>

GOVERNED  BY AND IN  ACCORDANCE  WITH THE LAW OF THE  STATE OF NEW YORK  WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

                  (h)  Waiver of Jury  Trial.  THE  PURCHASERS  AND THE  COMPANY
IRREVOCABLY  WAIVE, TO THE FULLEST EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE PURCHASER  DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                  (i)  Expenses.  Each  party  shall  bear its own  expenses  in
connection  with  the  negotiation  and  execution  of  this  Agreement  and the
transactions  contemplated hereby,  except that at the Closing the Company shall
reimburse  Greenwich  II,  on  behalf of the  Purchasers,  for their  reasonable
out-of-pocket  expenses in  connection  with the  foregoing,  up to an aggregate
amount of $50,000.

                                      * * *

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

                                      Greenwich Street Capital Partners II, L.P.
                                      GSCP Offshore Fund, L.P.
                                      Greenwich Fund, L.P.
                                      Greenwich Street Employees Fund, L.P.
                                      TRV Executive Fund, L.P.
                                      By: Greenwich Street Investments II,
                                          L.L.C., their general partner

Walnut Financial Services, Inc.

By:____________________________       By: ______________________________________
       Joel S. Kanter                     Print Name:
       President                          Print Title:


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