<PAGE>   1
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT
                               OF JOEL S. KANTER


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 1st day of
January, 1996, by and between WALNUT FINANCIAL SERVICES, INC., a Utah
corporation ("Employer"), and JOEL S. KANTER, an individual ("Employee").


                                    RECITALS

     WHEREAS, Employee had been previously employed by Walnut Capital Corp.
("WCC"), a Delaware corporation and wholly-owned subsidiary of Employer,
pursuant to an Employment and Non-Competition Agreement of Joel S. Kanter dated
as of February 27, 1995 (the "WCC Contract"); and

     WHEREAS, Employee and WCC mutually agree to terminate the WCC Contract and
agree that no amounts will be owing to Employee as a result of such
termination; and

     WHEREAS, Employer desires to employ Employee on the terms and conditions
herein set forth; and

     WHEREAS, Employee desires to be employed by Employer on the terms and
conditions herein set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.    EMPLOYMENT.  Employer hereby agrees to employ Employee as President
      with the duties and responsibilities set forth herein, and in such other
      executive capacities as the Board of Directors of Employer's or a duly
      authorized committee thereof (the "Board") may from time to time
      determine, and Employee hereby agrees to become and to remain employed by
      Employer, for the Term (as hereinafter defined) and upon the other terms
      and conditions hereinafter set forth.

2.    TERM.  The commencement date of this Agreement shall be the date
      hereof, and its term shall continue until February 27, 1998, as extended
      pursuant to Section 12.4 hereof, unless sooner terminated pursuant to the
      terms and conditions hereof (the "Term").

3.    BASE SALARY.  For faithful performance of Employee's duties and
      responsibilities, Employee shall receive a minimum base salary of Seventy
      Thousand and No/100 Dollars ($70,000.00)





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      per year through the end of the Term.  The Board shall make an
      annual determination as to any increases in the base salary.  Employee's
      base salary shall be payable in accordance with Employer's usual
      practices, including, without limitation, the withholding of all
      applicable federal, state and local taxes, and shall be paid only for
      that portion of each calendar year during which Employee was actually
      employed.

4.    FRINGE BENEFITS.

      4.1  Benefit Plans.  During the Term, Employee shall be entitled
           to participate in all stock option plans, employee benefit plans or
           programs of Employer and Employer's subsidiaries to the extent that
           his position, title, tenure, salary, age, health and other
           qualifications make him eligible to participate.  Employer does not
           guaranty the adoption or continuance of any particular stock option
           plan, employee benefit plan or program during the Term, and
           Employee's participation in any such plans or programs shall be
           subject to the provisions, rules and regulations applicable thereto.

      4.2  Vacations.  During the Term, Employee shall be entitled to
           vacation days with pay in accordance with Employer's policies in
           effect from time to time.

5.    EXPENSES.  Employer shall pay or reimburse Employee for all reasonable
      and necessary out-of-pocket expenses incurred by him for the benefit of
      Employer and in the performance of his duties and responsibilities under
      this Agreement, subject to the presentation of appropriate receipts and
      vouchers in accordance with Employer's policies for expense verification.
      In addition, Employee will comply with all policies and procedures
      adopted by Employer from time to time applicable to its executive
      employees and relating to or regulating the nature and extent of
      reimbursable expenses, the manner of accounting therefor and the manner
      of reimbursement of same, including, without limitation, any limit
      imposed by Employer on the total amount of said expenses relative to the
      amount budgeted therefor in Employer's annual budget as approved by the
      Board (the "Budget").

6.    BONUS.  In addition to the base salary and other benefits set forth
      above, Employee shall be entitled to such bonus, if any, as the Board
      determines from time to time, in its sole and absolute discretion.

7.    DUTIES AND RESPONSIBILITIES.

      7.1. Nature of Employee's Duties.  Subject to the control of the
           Board and the terms and conditions of this Agreement, Employee shall
           perform such executive, administrative and supervisory duties as are
           called for in connection with (a) the marketing and sales of
           Employer's services, (b) the development of new services for
           Employer, (c) general public relations for Employer, and (d) the
           delivery to each of the Board detailed monthly written reports
           regarding the operations of Employer in form and substance





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            acceptable to the Board in its reasonable discretion.  Employee
            shall also perform such other duties  commensurate with Employee's
            position as the Board may reasonably request from time to time,
            including, without limitation, the performance of any such duties
            on behalf of Employer or any subsidiary of Employer, or any
            subsidiary of any of them (all of the foregoing entities are
            referred to collectively herein as the "Employer Group").

      7.2. Compliance with Rules.  From and after the date Employee is
           notified of same, Employee shall comply with such reasonable rules,
           regulations, policies and orders as may be issued by Employer, which
           shall have the same force and effect as though written into this
           Agreement (and they are hereby incorporated herein and made a part
           hereof).

      7.3. Hiring and Firing Other Employees.  Employee agrees that all
           decisions involving the selection and termination of all key
           employees reporting directly to Employee will not be implemented
           without the prior written consent of the Board, which approval may
           be granted or withheld in the sole and absolute discretion of the
           Board.

      7.4. Expenditures.  Employee shall obtain the express written
           approval of the Board, which may be granted or withheld in the sole
           and absolute discretion of the Board, before entering into any
           contract whatsoever, oral or in writing, whether in Employee's name
           or in the name of Employer, requiring the expenditure of money or
           the assumption of any obligation not specifically set forth in the
           Budget in excess of Ten Thousand and no/100 Dollars ($10,000.00).

 8.   FAITHFUL PERFORMANCE.  During the Term, Employee shall faithfully
      perform his duties and responsibilities to the best of his ability and
      devote his full time, attention and efforts to the business and affairs
      of Employer and the overall development and growth of Employer's
      business, or as otherwise reasonably requested by the Board.  In this
      regard, Employee additionally agrees as follows:

      8.1. Other Business Interests.  Employee shall not expend time
           engaged in the actual operation and management of any business which
           competes directly with the business of any of the entities in the
           Employer Group, unless Employee has previously provided Employer
           with a reasonably detailed written description of any such proposed
           activities and obtained the prior written consent of the Board,
           which may be granted or withheld in the sole and absolute discretion
           of the Board.

      8.2. Investments.  Employee, his spouse and minor children living
           at home shall not have a financial interest in excess of five
           percent (5%), either directly or indirectly, alone or in
           partnership, through a trust or as a shareholder, in any firm,
           corporation or other entity which does business with any entity in
           the Employer Group or competes





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            with the business of any of the entities in the Employer Group
            without the prior written approval of the Board, which may be
            granted or withheld in the sole and absolute discretion of the
            Board.  Should the status of either the business of any of the
            entities in the Employer Group or Employee's financial interest in
            any other business change so as to result in a breach of the
            foregoing provision, Employee shall immediately disclose such
            breach to the Board.

      8.3. No Inconsistent Obligations.  Employee hereby confirms that
           he is under no contractual commitments inconsistent with his
           obligations set forth in this Agreement and that he will not render
           or perform services for any other person, firm, corporation or other
           entity which are inconsistent with the provisions of this Agreement.

      8.4. No Finder's Fees.  If, during the Term, Employee is engaged
           in or associated with the planning or implementation of any project,
           program or venture involving any of the entities in the Employer
           Group and a third party or parties, all rights in such project,
           program or venture shall belong to such entity.  Employee shall not
           be entitled to any interest in such project, program or venture or
           to any commission, finder's fee or other compensation in connection
           therewith other than the compensation to be paid to Employee
           pursuant to the terms and conditions of this Agreement.

9.    CONFIDENTIAL INFORMATION.  The Employer Group is primarily engaged in
      the business actively investing in early stage development companies,
      providing bridge financing to small to medium-sized companies and
      providing financial asset recovery services and consulting services to
      securities firms, banks and other financial institutions, fiduciaries,
      bankruptcy trustees and other businesses.  Employee acknowledges that
      certain information, described as follows, to which Employee will have
      access by virtue of his employment with Employer is highly confidential,
      proprietary and trade secret information:

      9.1. Proprietary Information.  Any and all information pertaining
           to or described as (a) any unique attributes of an entity in the
           Employer Group's services or products, (b) the identity of an entity
           in the Employer Group's suppliers and supplier lists; brokers and
           broker lists, and customers and customer lists, (c) marketing
           literature and marketing and promotional schedules and plans, (d)
           documents and information regarding an entity in the Employer
           Group's methods of operation and/or formulation of services, (e)
           information concerning sales volumes, profits, operating percentages
           and ratios, pricing and costs, including, without limitation,
           employee compensation and (f) any and all other highly confidential,
           proprietary or trade secret information of such entity.

      9.2. Records.  All books, records, memos, diaries, appointment
           schedules, software, data processing information (whether
           transcribed or not), computer processes, as well as





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            any other information or records pertaining to the business of any
            of the entities in the Employer Group as may come within the
            knowledge and/or control of Employee.

      9.3. Inventions.  Any invention, improvement, discovery, recipe,
           formula, idea or concept (whether patentable or not, including,
           without limitation, those which are or may be subject to patent,
           copyright or trademark protection) (a) relating to the existing or
           reasonably foreseeable business interests of an entity in the
           Employer Group, or (b) which relate to an entity in the Employer
           Group's actual or demonstrably anticipated research or development,
           or (c) which result from work performed by Employee for Employer, or
           (d) for which equipment, supplies, facilities or trade secret
           information of an entity in the Employer Group are used, or (e)
           which are developed on Employer's time.

      For purposes of this Agreement, the proprietary information, records and
      inventions identified above shall be referred to collectively herein as
      "Confidential Information", except to the extent any of same becomes
      public knowledge through no breach of this Agreement.

10.   OWNERSHIP AND PROTECTION OF CONFIDENTIAL INFORMATION.  All
      Confidential Information shall be the exclusive property of the
      appropriate entity in the Employer Group and shall not be removed from
      Employer's or the Employer Group's places of business, reproduced or
      otherwise used by Employee without the Board's express prior written
      consent, which may be granted or withheld in the sole and absolute
      discretion of the Board; Employee hereby assigns and transfers to
      Employer any right, title or interest Employee may have in any
      Confidential Information, which assignment and transfer is hereby
      accepted by Employer on behalf of the appropriate entity in the Employer
      Group.  Employee shall not, at any time during the period commencing on
      the date hereof and ending on that date which is ten (10) years after the
      date of termination of Employee's employment in any capacity with
      Employer, disclose or use any Confidential Information, except to the
      extent expressly allowed by this Agreement.  Employee agrees not to
      disclose, divulge or communicate any Confidential Information to any
      person, firm, corporation or other entity, except (a) to persons who are
      employed or engaged by Employer or an entity in the Employer Group and
      need to know, (b) as to marketing materials, to existing or potential
      suppliers and/or customers, (c) as required by law, court order or
      governmental demand, provided that Employee has given Employer prompt
      written notice that he believes he is required to disclose same so that
      the appropriate entity in the Employer Group has had reasonable
      opportunity to seek a protective order or other appropriate remedy, and
      (d) as to any part of Employee's compensation, to Employee's family or as
      required for tax, banking, credit, financing, insurance or other purposes
      involving credit or services being sought or maintained by Employee.  The
      parties hereto stipulate that all Confidential Information has been or
      will be acquired or developed by an entity in the Employer Group at great
      expense and substantial effort and is and will be important and material
      and does and will contribute significantly to the successful conduct of
      its business and its goodwill.





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11.   NON-COMPETE.  For and in partial consideration of Employer entering
      into this Agreement, Employee's continued employment, his salary and
      other benefits, and other valuable consideration set forth herein,
      Employee agrees that, during the period commencing the date of this
      Agreement and ending on that date which is three (3) years after the date
      of termination, pursuant to either Section 12.1 or 12.2 hereof, of
      Employee's employment with Employer in any capacity whatsoever (the
      "Non-Compete Period"), he shall:

     11.1. Disclosure.  Inform any new employer, prior to accepting
           employment, of the existence of this Agreement and provide such
           employer with a copy thereof.

     11.2. No Solicitation.  Not, without the prior written consent of
           the Board, which may be given or withheld in the sole and absolute
           discretion of the Board, directly or indirectly, in any manner,
           contact or solicit any of the then current customers or suppliers of
           any entity in the Employer Group (other than Walnut and Walnut's
           subsidiaries) for any business purpose whatsoever.  The terms
           "customers" and "suppliers" shall be deemed to include the parents,
           subsidiaries and affiliated persons and entities thereof.

     11.3. No Encouragement of Others.  Not, directly or indirectly,
           assist, induce or encourage any other person, firm, corporation or
           other entity, and in particular an employee of Employer or any
           entity in the Employer Group (other than Walnut and Walnut's
           subsidiaries), in carrying out any activity that would be prohibited
           hereunder if such activity were carried out by Employee either
           directly or indirectly.

     11.4. No Hiring of Others.  Not, without the prior written consent
           of the Board, which may be given or withheld in the sole and
           absolute discretion of the Board, directly or indirectly, in any
           manner, employ (or contract with, or solicit for the purpose of
           seeking to employ or to contract with) any past, present or
           prospective employee, agent, independent contractor or consultant of
           any entity in the Employer Group (other than Walnut and Walnut's
           subsidiaries).

12.   TERMINATION.  This Agreement may be terminated prior to the
      expiration of the Term by Employer upon the occurrence of grounds
      justifying "discharge for cause," or by voluntary election by either
      Employer or Employee upon prior written notice, all as further described
      hereinbelow:

     12.1  Discharge for Cause.  Employer shall have the right to
           immediately (after the expiration of any applicable cure periods)
           terminate this Agreement in the event of (a) Employee's death or any
           disability which causes Employee to be unable to perform or engage
           in his substantial and material duties as contemplated by this
           Agreement for a total of ninety (90) days during any twelve (12)
           month period, (b) any material failure by Employee to perform his
           duties and responsibilities as





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            described herein, (c) any material dishonesty by Employee, (d)
            Employee being under the influence of alcohol at any of Employer's
            or any of the Employer Group's places of business or while
            conducting Employer's business, (e) Employee being under the
            influence of non-prescriptive, hallucinogenic drugs at any of
            Employer's or any of the Employer Group's places of business or
            while conducting Employer's business, (f) Employee being convicted
            of a felony, (g) any action by Employee involving serious moral
            turpitude, (h) any material breach by Employee of any material
            covenant or condition of this Agreement, (i) any material breach of
            any representation or warranty by WCC under that certain Agreement
            and Plan of Reorganization dated as of November 8, 1994 by and
            between WCC and Employer caused, in whole or in part, directly or
            indirectly, by any act or omission of Employee, or (j) Employee
            engaging in any other misconduct reasonably likely to materially
            adversely affect the business and/or reputation of Employer or any
            entity in the Employer Group.

         12.1.1. Determination by the Board.  The existence or
                 nonexistence of any of the foregoing causes as grounds for
                 termination shall be determined in good faith by the Board.

         12.1.2. Notice and Cure.  In the event the Board's
                 determination of the existence of any such cause is based on
                 clauses (b), (g) or (h) above, then, prior to any termination
                 under this Section 12.1, the Board shall notify Employee of
                 such cause in writing and Employee shall thereafter have
                 fifteen (15) days to cure such cause before Employer may
                 terminate him hereunder based on a failure to timely effect a
                 cure.  As to any other cause described above, the Board will
                 determine in its reasonable judgment whether the applicable
                 cause can be cured.  If the Board determines that it can be
                 cured, Employee will be notified in writing of the cause and
                 given fifteen (15) days to cure such cause before Employer may
                 terminate him hereunder based on a failure to timely effect a
                 cure.  In the event Employee's acts and/or omissions give rise
                 to more than one of such causes for termination, then Employer
                 may nevertheless terminate Employee based on any single cause
                 provided Employer has complied with any applicable
                 requirements under this Section 12.1.2 with regard to such
                 specific cause.

         12.1.3. Compensation.  Upon a termination by Employer for
                 any of the foregoing causes, which shall be deemed a
                 "discharge for cause," Employee shall be entitled to receive
                 as compensation through the date of termination only his
                 accrued but unpaid base salary, an amount equivalent to his
                 earned but unused vacation pay and an amount equivalent to any
                 other accrued but unpaid benefits, but no bonus.  In addition,
                 in the event Employer terminates Employee for cause based
                 solely on a disability, as referenced in clause (a)





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                  above, which caused Employee to be unable to perform as
                  described in said clause (a) for a total of ninety (90) days
                  during any twelve (12) month period, but not for ninety (90)
                  consecutive days, then Employer shall continue to pay any
                  premiums necessary to keep any disability policy relating to
                  Employee in place for ninety (90) days after the date of
                  termination.

     12.2. Early Termination by Employee.  Employee may voluntarily
           elect to terminate this Agreement upon ninety (90) days prior
           written notice to Employer.  In such event, Employee shall be
           entitled to receive as compensation through the date of termination
           only his accrued but unpaid base salary, an amount equivalent to his
           earned but unused vacation pay, an amount equivalent to any other
           accrued but unpaid benefits, and such bonus as the Board determines
           to pay Employee in its sole and absolute discretion.

     12.3. Early Termination by Employer.  Employer may voluntarily
           elect to terminate this Agreement (other than in accordance with the
           provisions of Section 12.1 above) upon ninety (90) days prior
           written notice to Employee.  In such event, Employee shall be
           entitled to continue to receive, during the period beginning on the
           date of termination and ending on that date which is twelve (12)
           months after the date of termination (the "Continuation Period"),
           Employee's base salary at the rate applicable as of the date of
           termination plus an amount equal to what Employer's cost, as
           reasonably determined by Employer, for Employee's fringe benefits
           (including, without limitation, retirement, health and medical
           insurance, life insurance and auto allowance) at their then-current
           levels would have been during the Continuation Period (by accepting
           such payment, Employee shall not be deemed to have waived, and shall
           still be entitled to exercise, all rights available to him with
           regard to health care benefits under the Consolidated Omnibus Budget
           Reconciliation Act of 1985, as amended, but only until he obtains
           employment with another employer).  Payment of the foregoing amounts
           shall be made by Employer on a monthly basis.  In addition, included
           along with such monthly payments shall be a monthly installment of a
           prorated bonus relating to Employee's period of employment earned in
           connection with Employer's bonus plan, if any, in place on the date
           of termination.

     12.4. Renewals.  Beginning on that date which is thirteen (13)
           months prior to the end of the Term and until that date which is
           fifteen (15) days after said beginning date (a "Renewal Request
           Period"), Employee may inquire of Employer in writing (a "Renewal
           Request") whether Employer desires to extend the Term for another
           twelve (12) months beyond the then current end of the Term.  In the
           event Employer receives a Renewal Request during a Renewal Request
           Period, Employer shall determine whether to extend the Term by
           twelve (12) months and deliver written notice (a "Renewal Response")
           to Employee of its determination on or before that date which is
           twelve (12) months prior to the then current end of the Term.  In
           the





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            event Employer timely delivers a Renewal Response which states that
            Employer desires to so extend the Term, the Term shall then be
            deemed so extended.  In the event Employer timely delivers a
            Renewal Response which states that Employer does not desire to so
            extend the Term, or in the event Employer does not timely deliver a
            Renewal Response, then the Term shall not be deemed extended and
            shall terminate at the then current end of the Term.  Furthermore,
            also in the event Employee fails to timely deliver a Renewal
            Request, the Term shall not be deemed extended.  Notwithstanding
            any of the foregoing to the contrary, the end of the Term shall in
            all instances be subject to earlier termination pursuant to the
            other terms and conditions of this Agreement.

     12.5. Method of Payment of Compensation.  Except as otherwise
           provided above, all amounts to be paid by Employer to Employee in
           connection with a termination shall be paid in accordance with
           Employer's applicable practices.  Furthermore, Employee authorizes
           Employer to withhold or deduct from the compensation to be paid to
           Employee upon termination (a) all applicable taxes, (b) an amount
           equal to any balances remaining from advances against salary given
           to Employee during the term of his employment, provided that
           Employer complies with any and all applicable requirements of
           federal, state and local law, and (c) an amount sufficient to cover
           any damages suffered by Employer on account of Employee's discharge
           for cause or an early termination by Employee without at least
           ninety (90) days' prior written notice as required by Section 12.2
           hereof.

     12.6. Return of Business Records.  Concurrently with Employee's
           termination, and whether said termination is voluntary or for cause,
           Employee shall turn over to Employer all Confidential Information,
           including, without limitation, any and all books, records, memos,
           diaries, supplier lists, distributor lists, broker lists, customer
           lists, product formulations, appointment schedules, software, data
           processing information, computer processes and all other business
           records and information pertaining to Employer's business or the
           business of any of the entities in the Employer Group without
           reproducing same, together with all other property, in good
           condition, normal wear and tear excepted.

13.   EMPLOYER'S EQUITABLE REMEDIES.  Employee hereby expressly agrees that
      the restrictions on Employee contained in Sections 9, 10 and 11 hereof
      (collectively, the "Restrictive Covenants") are reasonable in scope and
      duration and necessary to protect the businesses and goodwill of Employer
      and the entities in the Employer Group.  A breach of any of the
      Restrictive Covenants by Employee will cause substantial irreparable and
      continuing damages to Employer which cannot be precisely determined and
      for which there may be no adequate remedy at law.  Accordingly, in
      addition to, and not in limitation of, any other rights available to
      Employer, Employer shall be entitled to injunctive relief (preliminarily
      and permanently) for any breach of the provisions of any of the
      Restrictive Covenants, without posting a bond.





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      The existence of any claim or cause of action of Employee against
      Employer, whether predicated on this Agreement, or otherwise, shall not
      constitute a defense to the enforcement by Employer of any of the
      Restrictive Covenants, except that this provision shall not apply to the
      enforcement of the Restrictive Covenants contained in Section 11 hereof
      in the event Employer has terminated Employee's employment pursuant to
      Section 12.3 hereof and failed to make good faith compensation payments
      pursuant to the terms thereof.  The Restrictive Covenants are essential
      elements of this Agreement as, but for the agreement of Employee to
      comply with such Restrictive Covenants, Employer would not have agreed to
      enter into this Agreement.  Each Restrictive Covenant shall be construed
      as an agreement independent of any other provision in this Agreement.

14.   UNFUNDED AGREEMENT.  Employer's obligations under this Agreement
      shall be unfunded, but Employer reserves the right (but has no
      obligation) to provide for its liability under this Agreement in any
      manner it deems advisable, including, without limitation, the purchasing
      of such assets (such as an insurance policy or policies on Employee's
      life) as it may deem necessary or proper; provided, however, that
      Employee's insurability or noninsurability shall in no way affect
      Employer's obligations pursuant to this Agreement.  Employee, his wife or
      his widow after his death, or his designated beneficiaries, personal
      representatives, heirs, successors and assigns, shall have no claim or
      rights with respect to, and shall have no property or equitable interest
      whatsoever in, any specific funds or assets of Employer and shall only
      have the status of a general unsecured creditor with respect to Employer
      hereunder.

15.   OTHER ENTITIES NOT OBLIGATED.  Employee hereby expressly acknowledges
      and agrees that none of the other entities in the Employer Group shall be
      deemed to have any obligations or liabilities to Employee arising out of
      Employer's obligations under this Agreement.

16.   SURVIVAL.  The obligations contained in Sections 9, 10, 11 and 12
      hereof shall survive the termination of this Agreement.  In addition, the
      termination of this Agreement shall not affect any of the rights or
      obligations of either party arising prior to or at the time of the
      termination of this Agreement or which may arise by any event causing the
      termination of this Agreement.

17.   RESERVATION OF RIGHTS.  Employer hereby reserves the right, in its
      sole and absolute discretion, (a) upon notice to Employee, to change,
      interpret, withdraw or add to any of the policies or terms and conditions
      of employment, and to increase, decrease or eliminate entirely any
      benefits, and (b) to do so without prior notice to or consultation with
      Employee, so long as such policies, terms and conditions or benefits do
      not constitute a reduction in the compensation or economic benefits of
      Employee as provided in this Agreement.





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18.        MISCELLANEOUS.

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

           To Employer:     Walnut Financial Services, Inc.
                            8000 Towers Crescent Drive, Suite 1070
                            Vienna, Virginia 22182
                            Attn:  Mr. Burton W. Kanter

           with a copy to:  Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                            333 W. Wacker Drive, Suite 2700
                            Chicago, Illinois 60606
                            Attn:  Joshua S. Kanter, Esq.

           To Employee:     Joel S. Kanter
                            5903 Moss Wood Lane
                            McLean, Virginia  22101


     18.2. Captions.  The captions used herein are for convenience and
           ease of reference only, and constitute no part of the agreement or
           understanding of the parties hereto.

     18.3. Entire Agreement; Amendments.  This Agreement contains the
           entire agreement between the parties with respect to the matters
           described herein and supersedes all prior agreements and
           understandings relating to the subject matter hereof.  This
           Agreement can be altered or amended only by an instrument in writing
           signed by each of the parties hereto.

     18.4. Applicable Law.  This Agreement has been negotiated and
           delivered at Chicago, Illinois and shall be governed by and
           construed in accordance with the internal laws of the State of
           Illinois without reference to (a) its judicially or statutorily
           pronounced rules regarding conflict of laws or choice of law; (b)
           where any instrument is executed or delivered; (c) where any payment
           or other performance required by any such instrument is made or
           required to be made; (d) where any breach of any provision of any
           such instrument occurs, or any cause of action otherwise accrues;
           (e) where any action or other proceeding is instituted or pending;
           (f) the nationality, citizenship,





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            domicile, principal place of business, or jurisdiction or
            organization or domestication of any party; (g) whether the laws of
            the forum jurisdiction otherwise would apply the laws of a
            jurisdiction other than the State of Illinois; or (h) any
            combination of the foregoing.

     18.5. Successors and Assigns.  This Agreement shall be binding upon
           and shall inure to the benefit of the parties hereto and their
           respective successors and assigns.  This Agreement may not be
           assigned by either party without the prior written consent of the
           other party.

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

     17.7. Counterparts.  This Agreement may be executed in one or more
           counterparts, all of which shall be considered one and the same
           Agreement.

19.   PREVAILING PARTY.  If either party hereto shall bring an action
      against the other by reason of the breach or alleged violation of any
      covenant, term or obligation hereof or for the enforcement of any
      provision, or otherwise arising out of this Agreement, the prevailing
      party in such suit shall be entitled to its costs of suit and reasonable
      attorneys' fees and expenses, which shall be payable whether or not such
      action is prosecuted to judgment.  As used herein, the term "prevailing
      party" shall include, without limitation, a party who dismissed an action
      for recovery hereunder in exchange for payment of the sums allegedly due,
      performance of covenants allegedly breached, or considerations
      substantially equal to the relief sought in the action.

20.   EMPLOYEE ACKNOWLEDGEMENTS.  Employee hereby expressly acknowledges
      that (a) he has read this Agreement fully and completely, (b) he was
      given adequate opportunity to consult with legal counsel and is fully
      aware of the legal effect of each of the terms and conditions hereof, (c)
      the terms and conditions contained herein are reasonable and, to
      Employee's knowledge, enforceable, (d) said terms and conditions contain
      the sole consideration for this Agreement, and (e) Employee enters into
      this Agreement freely, without coercion and based upon Employee's own
      judgment and not in reliance upon any representation other than those set
      forth in this Agreement.

21.   INCORPORATION OF RECITALS.  The recitals set forth above are
      incorporated herein by this reference.





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<PAGE>   13



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.


EMPLOYER:                    WALNUT FINANCIAL SERVICES, INC.,
                             a Utah corporation



                             By:/s/ Burton W. Kanter
                             --------------------------------
                               Its:Chief Executive Officer
                             --------------------------------



EMPLOYEE:                    /s/ Joel S. Kanter
                             --------------------------------
                             JOEL S. KANTER



                                    Joinder


     For purposes of the Recitals and Section 21 of the foregoing Employment
and Non-Competition Agreement of Joel S. Kanter, the undersigned executes this
joinder to evidence its agreement therewith and intention to be bound by such
provisions.

                                           WALNUT CAPITAL CORP., a Delaware
                                           corporation


                                           By:
                                              ------------------------------
                                               Its:
                                                   -------------------------




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