Exhibit 4.1


                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                         WALNUT FINANCIAL SERVICES, INC.


         Pursuant to Section 16-10a-1007 of the Utah Revised Business
Corporation Act (the "URBCA"), the undersigned corporation adopts the following
Articles of Amendment and Restatement by stating as follows:

         1. The present name of the corporation is Walnut Financial Services,
Inc.

         2. The following amendment and restatement of its Articles of
Incorporation was approved by the Board of Directors for submission to the
stockholders of the corporation, and was adopted by the shareholders of the
corporation at a meeting duly held on November 1, 1999, in the manner prescribed
by the URBCA.

         FIRST:   The name of the Corporation will be changed to THCG, Inc. (the
"Corporation").

         SECOND:  The address of the Corporation's  present registered office in
the State of Utah and name of its present registered agent at such office is:

             Name of Registered Agent               Address of Registered Agent
             ------------------------               ---------------------------

             CT Corporation Sys.                    50 W. Broadway, 8th Floor
                           Salt Lake City, Utah 84101

         THIRD:   The purpose of the  Corporation is to engage in any lawful act
or activity for which corporations may be organized under the URBCA.

         FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to issue is 55,000,000 shares, of which 50,000,000
shall be designated Common Stock, par value $0.01 per share, and 5,000,000 shall
be designated Preferred Stock, par value $0.01 per share.

                  (a)      The Common Stock:

                           The holders of Common  Stock shall be entitled to one
vote for each share so held (with all such shares voting together as a single
group), and shall be entitled to notice of any stockholders meeting and to vote
upon any such matters as provided in the by-laws of the Corporation or as may be
provided by law. Except for and subject to those rights expressly granted to
holders of Preferred Stock, and except as may be provided by the laws of the
State of Utah, the holders of Common Stock shall have all other rights of
stockholders, including, without limitation, (i) the right to receive dividends,
when, as and if declared by the Board of Directors of the Corporation, out of
assets lawfully available therefor, and (ii) in the event of any distribution of
assets upon a liquidation or otherwise, the right to receive all the assets and
funds of the Corporation, remaining after the payment to the holders of the
Preferred Stock, if any, of the specific amounts which they are entitled to
receive upon such distribution.

                  (b)      The Preferred Stock:

                           The Board of Directors is hereby expressly authorized
to provide for, designate and issue, out of the authorized but unissued shares
of Preferred Stock, one or more series of Preferred Stock, subject to the terms
and conditions set forth herein. Before any shares of any such series are
issued, the Board of Directors shall fix, and hereby is expressly empowered to
fix, by resolution or resolutions, the following provisions of the shares of any
such series:


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                           (i)   the  designation of such series,  the number of
shares to constitute such series and the stated value thereof, if different from
the par value thereof;

                           (ii) whether the shares of such series shall have
voting rights or powers, in addition to any voting rights required by law, and,
if so, the terms of such voting rights or powers, which may be full or limited;

                           (iii) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, and the
preference or relation which such dividends shall bear to the dividends payable
on any other series of Preferred Stock or on any other class of stock, of the
Corporation or any series of such class;

                           (iv) whether the shares of such series shall be
subject to  redemption  by the  Corporation,  and, if so, the times,  prices and
other conditions of such redemption;

                           (v)   the amount or amounts  payable  upon  shares of
such series upon, and the rights of the holders of such series in, the voluntary
or involuntary liquidation, dissolution or winding up, or upon any distribution
of the assets, of the Corporation;

                           (vi) whether the shares of such series shall be
subject to the operation of a retirement or sinking fund and, if so, the extent
to and manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;

                           (vii) whether the shares of such series shall be
convertible into, or exchangeable for, shares of Preferred Stock of any other
series or any other class of stock of the Corporation or any series of such
class or any other securities and, if so, the price or prices or the rate or
rates of conversion or exchange and the method, if any, of adjusting the same,
and any other terms and conditions of such conversion or exchange;

                           (viii) the limitations and  restrictions,  if any, to
be effective while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the purchase,
redemption or other acquisition by the Corporation of, the Common Stock or
shares of Preferred Stock of any other series or any other class of stock of the
Corporation or any series of such class;

                           (ix)  the conditions or  restrictions,  if any, to be
effective while any shares of such series are outstanding upon the creation of
indebtedness of the Corporation or upon the issuance of any additional stock,
including additional shares of such series or of any other series of the
Preferred Stock or of any class of stock of the Corporation or any series of
such class; and

                           (x)   any other powers, designations, preferences and
relative, participating, optional or other special rights, and any
qualifications, limitations or restrictions thereof.

         The powers, designations, preferences and relative, participating,
optional or other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. The Board of
Directors is hereby expressly authorized from time to time to increase (but not
above the total number of authorized shares of Preferred Stock) or decrease (but
not below the number of shares thereof then outstanding) the number of shares of
stock of any series of Preferred Stock designated as any one or more series of
Preferred Stock.

         FIFTH:            (a) The  business  and  affairs  of the  Corporation
shall be managed by or under the  direction of the Board of Directors  except as
otherwise provided herein, in the by-laws of the Corporation or required by law.

                           (b) Election  of  directors  need not be by  written
ballot unless the by-laws of the Corporation shall so provide.

                           (c) The number of directors of the Corporation  shall
be fixed by, or in the manner provided in, the by-

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laws of the Corporation. Commencing on the effective time of the merger (the
"Merger") of Tower Hill Acquisition Corp., a New York corporation and a
wholly-owned subsidiary of the Corporation, with and into Tower Hill Securities,
Inc., a New York corporation, the directors, other than those who may be elected
by the holders of any series of Preferred Stock, shall be classified, with
respect to the term for which they severally hold office, into three classes, as
nearly equal in number as possible. The initial Class I, II and III directors
shall be appointed by the Board of Directors upon the effective time of the
Merger. The initial Class I directors shall serve until the first annual meeting
of stockholders after the Merger. The initial Class II directors shall serve
until the second annual meeting of stockholders after the Merger. The initial
Class III directors shall serve until the third annual meeting of stockholders
after the Merger. Members of each class shall hold office until their successors
are duly elected and qualified or until their earlier death, disqualification,
resignation or removal. At each succeeding annual meeting of the stockholders of
the Corporation, the successors of the class of directors whose term expires at
that meeting shall be elected by a plurality vote of all votes cast at such
meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election and until their
successors are duly elected and qualified or until their earlier death,
disqualification, resignation or removal.

                           (d)      No  director  of the  Corporation  shall  be
removed from his office as a director by vote, consent or other action of the
stockholders or otherwise except for cause.

         SIXTH: Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of the stockholders and may not be effected by a consent in writing by any such
stockholders.

         SEVENTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 16-10a-842 of the URBCA, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the URBCA is amended after the date hereof to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the URBCA, as so amended. No amendment to or
repeal of this Article EIGHTH shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment.

         EIGHTH: (a) The Corporation shall to the fullest extent permitted by
Utah law, as in effect from time to time (but in case of any amendment of the
URBCA, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), indemnify each person who is or was a director
of officer of the Corporation (or any predecessor) or of any of its wholly-owned
subsidiaries who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, or was or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation or of any of its subsidiaries, or
is or was at any time serving, at the request of the Corporation, any other
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against all expense,
liability and loss (including, but not limited to, attorneys' fees, judgments,
fines, excise taxes or penalties with respect to any employee benefit plan or
otherwise, and amounts paid or to be paid in settlement) incurred or suffered by
such director or officer in connection with such proceeding; provided, however,
that the Corporation shall not be obligated to indemnify any person under this
Article NINTH in connection with a proceeding (or part thereof) if such
proceeding (or part thereof) was initiated by such person, but was not
authorized by the Board of Directors of the Corporation against (i) the
Corporation or any of its subsidiaries; (ii) any person who is or was a
director, officer, employee or agent of the Corporation or any of its
subsidiaries and/or (iii) any person or entity which is or was controlled,
controlled by or under common control with the Corporation or has or had
business relations with the Corporation or any of its subsidiaries.

                 (b) Expenses incurred by a person who is or was a director or
officer of the Corporation (or any predecessor) or any of its wholly-owned
Subsidiaries in defending a proceeding shall be paid by the Corporation as they
are incurred in advance of the final disposition of such proceeding upon receipt
of an

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undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation. Such expenses incurred by former directors or
other employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

                  (c) For purposes of this Article NINTH, the term "Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed by the
Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, limited liability company,
trust or employee benefit plan; service "at the request of the Corporation"
shall include, without limitation, service as a director, officer or employee of
the Corporation which imposes duties on, or involves service by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to any employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action in or not opposed to the best
interests of the Corporation.

                  (d) Notwithstanding any other provision of this Certificate of
Incorporation or the by-laws of the Corporation, no action by the Corporation,
either by amendment to or repeal of this Article NINTH or the by-laws of the
Corporation or otherwise shall diminish or adversely affect any right or
protection granted under this Article NINTH to any director or officer or former
director or officer of the Corporation (or any predecessor) or of any of its
wholly-owned subsidiaries which shall have become vested as aforesaid prior to
the date that any such amendment, repeal or other corporate action is taken.

         NINTH:   (a) Except as provided  otherwise by law or the by-laws of the
Corporation,  the by-laws of the  Corporation  may be amended or repealed or new
by-laws  (not  inconsistent  with any  provision of law or this  Certificate  of
Incorporation) may be adopted by the Board of Directors.

                  (b) The by-laws of the Corporation may be amended or repealed
at any annual meeting of stockholders, or special meeting of stockholders called
for such purpose, by the affirmative vote of a majority of the total votes
eligible to be cast on such amendment or repeal by holders of voting stock,
voting together as a single class.

         3. At the time of the adoption of this Restatement of Articles of
Incorporation, there were a total of 3,350,533 shares of Common Stock
outstanding, all of which shares were entitled to vote on this Restatement of
Articles of Incorporation. Holders of 2,521,266 shares were indisputably
represented at the meeting.

         4. At least 2,490,195 shares were voted for this Restatement of
Articles of Incorporation, and that number was sufficient for its approval.

Dated as of the 1st day of November, 1999.



                         WALNUT FINANCIAL SERVICES, INC.

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

ATTEST:

/s/ Joshua S. Kanter
---------------------------
Joshua S. Kanter, Secretary


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                       ACKNOWLEDGMENT OF REGISTERED AGENT


         The undersigned, CT Corporation System, hereby acknowledges that he/she
has been named as registered agent of THCG, INC., a Utah corporation (formerly
known as Walnut Financial Services, Inc.), and the undersigned hereby agrees to
act as registered agent of said corporation.



                                      CT Corporation System
                                      Name: /s/ Anne E. Diamond, Asst Secretary
                                           ------------------------------------
                                           Registered Agent