8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2005

Find/SVP, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York	0-15152	13-2670985
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

625 Avenue of the Americas, New York, NY	10011
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 645-4500

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1Registrant’s Business and Operations

Item 1.01Entry into a Material Definitive Agreement.

New Credit Agreement

On March 31, 2005, the Company entered into a new senior secured credit facility pursuant to the Credit Agreement, dated as of March 31, 2005 (the “Credit Agreement”), between the Company and Fleet National Bank, a Bank of America company (the “Lender”).

The Credit Agreement establishes a commitment to the Company to provide up to $9,000,000 in the aggregate of loans and other financial accommodations consisting of a senior secured term loan facility in an aggregate principal amount of $4,500,000 (the “Term Facility”) and a senior secured revolving credit facility in an aggregate principal amount of up to $4,500,000 (the “Revolving Facility” and, together with the Term Facility, the “Senior Secured Facilities”). The Revolving Facility includes a sublimit of up to an aggregate amount of $500,000 in letters of credit.

On April 1, 2005, the full amount of the Term Facility was drawn in a single drawing and applied, among other things, to consummate the acquisition (the “Atlantic Acquisition”) of Atlantic Research & Consulting, Inc. (“Atlantic”), consummate the acquisition (the “Signia Acquisition”) of Signia Partners Incorporated (“Signia”), and pay transaction-related costs and expenses (the “Debt Financing”). See “Acquisition of Atlantic Research & Consulting, Inc.” and “Acquisition of Signia Partners Incorporated”in Item 2.01 of this Current Report.

The aggregate principal amount of the Term Facility is payable in twenty (20) consecutive quarterly principal installments, the first nineteen (19) of which are each in the amount of $225,000 and payable on the first day of each January, April, July and October, commencing July 1, 2005 through and including April 1, 2010, and the final and twentieth (20th) such principal installment is payable on April 1, 2010 and is in an amount equal to the entire then remaining outstanding principal balance, together with all accrued and unpaid interest.

Loans under the Revolving Facility will be made available after April 1, 2005 and until the earlier of (i) April 1, 2008 and (ii) the date of termination of the commitment of the Lender to make revolving credit loans and of the obligation of the Lender to make letter of credit extensions.

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Loans under the Senior Secured Facilities will bear interest, at the option of the Borrower, at one of the following rates:

· the Applicable Rates of .75% and 1.00% related to the Revolving Credit Facility and the Term Facility, respectively, plus the Base Rate, each as defined in the Credit Agreement, or

· the Applicable Rates of 2.75% and 3.00% related to the Revolving Credit Facility and the Term Facility, respectively, plus LIBOR, as defined in the Credit Agreement.

The foregoing Applicable Rates are subject to reduction of .25% in the event that the Company meets certain Reduction Event criteria, as defined in the Credit Agreement.

The Credit Agreement contains certain restrictions on the conduct of the Company’s and its subsidiaries’ businesses, including, among other things, restrictions, generally, on:

· creating or suffering liens on the Company’s and its subsidiaries’ assets with permitted exceptions;

· making investments with permitted exceptions;

· incurring debt with permitted exceptions;

· paying dividends with permitted exceptions;

· transactions with affiliates; and

· changing the nature of the Company’s business.

The Credit Agreement also requires the Company to maintain the following financial covenants:

· the Company’s consolidated net worth at any time must be greater than the sum of (i) $20,250,000, and (ii) an amount equal to 50% of the cumulative positive consolidated net income of the Company and its subsidiaries earned in each full fiscal quarter ending after March 31, 2005;

· the Company’s consolidated EBITDA as of the end of three fiscal-quarters of the Company during 2005 may not be less than the amount set forth below opposite such fiscal-quarter period:

3

Four-Quarter Period Ending:	Minimum Consolidated EBITDA
March 31, 2005	$	600,000
June 30, 2005	$	1,000,000
September 30, 2005	$	1,100,000

· the Company’s fixed charge coverage ratio as of the end of each fiscal-quarter commencing with the December 31, 2005 fiscal quarter may not be less than 1.25 to 1.00, as determined on a rolling four-quarter basis;

· the ratio of the Company’s consolidated funded debt at the end of the following fiscal quarters to consolidated EBITDA for the most recently completed four fiscal quarters may not exceed the ratios set forth below:

Four-Fiscal Quarters ending on :	Ratio
March 31, 2005 through December 31, 2005	2.0 to 1.00
March 31, 2006 and thereafter	1.75 to 1.00

; and

· commencing with the quarter ending March 31, 2005, the Company and its subsidiaries on a consolidated basis may not have a net loss in any fiscal quarter.

The occurrence of certain events or conditions described in the Credit Agreement (subject to grace periods in certain cases) constitutes an event of default. If an event of default occurs, the Lender may, among other things, declare the entire outstanding balance of all monetary obligations under the senior secured facilities to be immediately due and payable. The events of default include, among other things:

· the Company’s failure to pay any principal, interest, obligations under letters of credit or other fees on the loans made under the Credit Agreement when due;

· the Company’s failure to make payment on certain other material indebtedness or contingent liabilities when due or otherwise defaults with respect thereto;

· failure to observe certain covenants under the Credit Agreement (including, e.g., the financial covenants);

· any material judgment or order entered against the Company;

4

· any inaccuracy in the representations and warranties;

· the Company incurs certain specified liabilities under the Employee Retirement Income Security Act of 1974, as amended;

· any of the loan documents under the Credit Agreement cease to be in full force and effect;

· the failure of the collateral documents to create a lien on the collateral;

· bankruptcy, insolvency or receivership proceedings with respect to the Company;

· a change of control of the Company;

· there is a change in management or directorship, as the case may be, with regard to any two of the following four individuals: David Walke, Peter Stone, Marc Litvinoff and Martin Franklin; and

· the Company’s falling out of compliance with a covenant under the Credit Agreement as a result of the possible exercise or redemption of any Petra Series A Preferred Stock.

The Credit Agreement requires that the Company make certain prepayments of the loans and other credit extensions made thereunder, including the occurrence of the following events (subject in each case to certain exceptions contained in the Credit Agreement):

· the Company is required, after March 31, 2006, to prepay an amount of the loans and other credit extensions equal to the amount by which Total Outstandings exceed the lesser of the Borrowing Base or the Aggregate Commitment (all as defined in the Credit Agreement).

· the Company is required to prepay an amount of the loans and other credit extensions equal to the amount by which outstanding Revolving Credit Loans and L/C Obligations exceed the lesser of the Revolving Borrower Base or the Revolving Credit Commitment (all as defined in the Credit Agreement), when applicable.

· the Company is required to prepay an amount of the loans and other credit extensions equal to a certain percentage of the Company’s excess cash flow at the end of such fiscal year.

· the Company is required to prepay an amount of the loans and other credit extensions equal to 100% of the net proceeds from certain asset dispositions and certain property damage and losses.

5

In connection with entering into the Credit Agreement, the following subsidiaries have agreed to guarantee the Company’s obligations under the Credit Agreement pursuant to a guaranty agreement dated as of April 1, 2005 (the “Guaranty Agreement”): Atlantic Research & Consulting, Inc., Signia Partners Incorporated, TTech Acquisition Corp., Guideline Research Corp., Guideline/Chicago, Inc., Advanced Analytics, Inc., and TABLINE DATA SERVICES, INC. (collectively, the “Guarantors”).

Pursuant to the Security Agreement, dated as of April 1, 2005 (the “Security Agreement”), entered into by the Company and the Guarantors, all obligations under the Senior Secured Facilities are secured by a security interest in substantially all of the personal property, whether owned on the date the Security Agreement was entered into or acquired in the future, of the Company and the Guarantors, including the pledge by the Company and the Guarantors generally of 100% of the voting capital stock and other equity interests in all of their respective domestic subsidiaries with the exception of certain immaterial subsidiaries.

Copies of the Credit Agreement, the Security Agreement and the Guaranty Agreement are attached to this report as Exhibits 10.1 through 10.3 and are incorporated herein by reference as though fully set forth herein. The foregoing summary descriptions of the Credit Agreement, the Security Agreement and the Guaranty Agreement and the transactions contemplated thereby are not intended to be complete and are qualified in their entirety by the complete text of the Credit Agreement, the Security Agreement and the Guaranty Agreement.

Employment Agreements

On April 1, 2005, Guideline Research Corp. (“Guideline Research”), a subsidiary of the Company, entered into a First Amendment to Employment Agreement (the “Amended Employment Agreement”) with Robert La Terra. The Amended Employment Agreement amends the Employment Agreement, dated April 1, 2003, between Guideline Research and Mr. La Terra. A copy of the Amended Employment Agreement is attached to this report as Exhibit 10.7 and is incorporated herein by reference as though fully set forth herein.

Simultaneously with the Atlantic Acquisition and the Signia Acquisition, Atlantic and Signia entered into new employment agreements with their respective senior executives (see descriptions under the headings “Acquisition of Atlantic Research & Consulting, Inc.” and “Acquisition of Signia Partners Incorporated” in Item 2.01 of this Current Report).

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Section 2Financial Information

Item 2.01Completion of Acquisition or Disposition of Assets

Acquisition of Atlantic Research & Consulting, Inc.

On April 1, 2005, the Company acquired all of the capital stock of Atlantic Research & Consulting, Inc. upon the terms and subject to the conditions contained in the Stock Purchase Agreement (the “Atlantic Purchase Agreement”) between the Company and Peter Hooper (“Hooper”), as the sole stockholder of Atlantic. The consideration for this acquisition consisted of $3,600,000 in cash paid at closing, $500,000 of unregistered shares of the Company’s common stock issued at closing, which was 312,598 shares of common stock, and an aggregate of up to $2,250,000 in deferred consideration payable in cash over three years, which deferred payments are contingent upon Atlantic achieving certain prescribed amounts of EBITDA (as defined in the Atlantic Purchase Agreement). If EBITDA for the three year period beginning on May 1, 2005 exceeds $3,300,000, Hooper will also receive additional deferred consideration equal to the amount of such excess multiplied by 0.50.

Atlantic, headquartered in Boston, Massachusetts, is a rapidly growing quantitative and qualitative custom market research firm, focusing on financial services, management consulting, health care, and public sectors.

There is no material relationship, other than in respect of the Atlantic Acquisition, between Hooper, on the one hand, and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer, on the other hand.

Simultaneously with the Atlantic Acquisition, Atlantic entered into new employment agreements with Hooper and two other senior executives of Atlantic. A copy of the employment agreement with Hooper is attached to this report as Exhibit 10.4 and is incorporated herein by reference as though fully set forth herein.

The Atlantic Acquisition was financed at closing with the combination of (i) funds borrowed upon the closing of the Debt Financing (see descriptions under the heading “New Credit Agreement” in Item 1.01 of this Current Report), and (ii) cash on hand.

A copy of the Atlantic Purchase Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, Date of Event - March 15, 2005, filed with the Commission on March 15, 2005 (the “March 2005 Form 8-K”), and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Atlantic Acquisition is not intended to be complete and is qualified in its entirety by the complete text of the Atlantic Purchase Agreement.

7

Acquisition of Signia Partners Incorporated

On April 1, 2005, the Company agreed to acquire all of the capital stock of Signia Partners Incorporated upon the terms and subject to the conditions contained in the Stock Purchase Agreement (the “Signia Purchase Agreement”) between the Company and Charles Douglas House (“House”), as the sole stockholder of Signia. The consideration for this acquisition consisted of approximately $3,400,000 in cash paid at closing (after taking into effect certain closing adjustments), $300,000 of unregistered shares of the Company’s common stock issued at closing, which was 187,559 shares of common stock, and an aggregate of up to $1,400,000 in deferred consideration payable in cash over three years, which deferred payments are contingent upon Signia achieving certain prescribed amounts of Adjusted EBITDA (as defined in the Signia Purchase Agreement). If aggregate Adjusted EBITDA for the three year period beginning on February 1, 2005 exceeds $2,550,000, House will also receive additional deferred consideration equal to the amount of such excess multiplied by 0.25.

Signia, headquartered just outside of Washington, D.C., is a leading provider of in-depth business research and fact-based decision support, focusing on the financial services, health care and consumer sectors.

There is no material relationship, other than in respect of the Signia Acquisition, between House, on the one hand, and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer, on the other hand.

Simultaneously with the Signia Acquisition, Signia entered into new employment agreements with House and two other senior executives of Signia. A copy of the employment agreement with House is attached to this report as Exhibit 10.5 and is incorporated herein by reference as though fully set forth herein.

The Signia Acquisition was financed at closing with the combination of (i) funds borrowed upon the closing of the Debt Financing (see descriptions under the heading “New Credit Agreement” in Item 1.01 of this Current Report), and (ii) cash on hand.

A copy of the Signia Purchase Agreement was filed as Exhibit 2.2 to the March 2005 Form 8-K, and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Signia Acquisition is not intended to be complete and is qualified in its entirety by the complete text of the Signia Purchase Agreement.

Section 3Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities

As described in Item 2.01 of this Current Report on Form 8-K, on April 1, 2005, the Company issued 312,598 shares of its Common Stock to Peter Hooper in connection with the Atlantic Acquisition and 187,559 shares of its Common Stock to Charles Douglas House in connection with the Signia Acquisition. See descriptions under the headings “Acquisition of Atlantic Research & Consulting, Inc.” and “Acquisition of Signia Partners Incorporated,” respectively, in Item 2.01 of this Current Report. These Securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each purchaser of the Securities represented to the Company that such person is an accredited investor as defined in Rule 501(a) of the Securities Act and that the Securities were acquired for investment.

8

Item 9.01.Financial Statements and Exhibits.

(a)Financial Statements of the Businesses Acquired.

The audited balance sheets of Atlantic as of December 31, 2004, 2003 and 2002, and the audited statements of income, retained earnings and cash flows as of and for the years ended December 31, 2004, 2003 and 2002, will be filed as an amendment to this report within 71 days of the filing hereof as permitted by Item 9 of Form 8-K.

The audited consolidated balance sheets of Signia as of June 30, 2004 and June 30, 2003, and the audited consolidated statements of operations, stockholder’s equity and cash flows as of and for the years ended June 30, 2004 and June 30, 2003 will be filed as an amendment to this report within 71 days of the filing hereof as permitted by Item 9 of Form 8-K.

The unaudited consolidated balance sheets of Signia as of December 31, 2004 and December 31, 2003, and the unaudited consolidated statements of operations, stockholder’s equity, and cash flows as of and for the six months ended December 31, 2004 and December 31, 2003, will be filed as an amendment to this report within 71 days of the filing hereof as permitted by Item 9 of Form 8-K.

(b)Pro Forma Financial Information.

Unaudited Pro Forma Combined Balance Sheet of Find/SVP, Inc. as of December 31, 2004 giving effect to the acquisitions of Atlantic and Signia as if they had occurred on December 31, 2004. Unaudited Pro Forma Combined Statement of Operations for Find/SVP, Inc. for the twelve months ended December 31, 2004 giving effect to the acquisitions of Atlantic and Signia as if they had occurred on January 1, 2004. This pro forma financial information will be filed as an amendment to this report within 71 days of the filing hereof as permitted by Item 9 of Form 8-K.

(c)Exhibits. The following Exhibit is filed herewith as a part of this report:

Exhibit	Description
2.1	Stock Purchase Agreement , dated as of March 14, 2005, by and between Find/SVP, Inc. and Peter Hooper (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 15, 2005, and incorporated herein by reference).
2.2	Stock Purchase Agreement , dated as of March 14, 2005, by and between Find/SVP, Inc. and Charles Douglas House (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the Commission on March 15, 2005, and incorporated herein by reference).
10.1	Credit Agreement, dated as of March 31, 2005, between FIND/SVP, INC., as the borrower and Fleet National Bank, a Bank of America company, as the lender.

9

10.2	Security Agreement, dated as of April 1, 2005, by and among FIND/SVP, INC. and the several subsidiary guarantors signatories thereto.
10.3	Guaranty Agreement, dated as of April 1, 2005, between Fleet National Bank, a Bank of America company, and the several subsidiary guarantors signatories thereto.
10.4	Employment Agreement, dated April 1, 2005, between Peter Hooper and Atlantic Research & Consulting, Inc.
10.5	Employment Agreement, dated April 1, 2005, between Charles Douglas House and Signia Partners Incorporated.
10.6	Employment Agreement, dated April 1, 2003, between Robert La Terra and Guideline Research, Corp. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on April 16, 2003, and incorporated herein by reference).
10.7	First Amendment to Employment Agreement, dated April 1, 2005, between Robert La Terra and Guideline Research, Corp.
99.1	Press Release, dated April 4, 2005, ofFIND/SVP, INC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIND/SVP, Inc.
Date: April 6, 2005	By:	/s/ Peter M. Stone
		Name: Peter M. Stone
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
2.1	Stock Purchase Agreement, dated as of March 14, 2005, by and between Find/SVP, Inc. and Peter Hooper (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 15, 2005, and incorporated herein by reference).
2.2	Stock Purchase Agreement, dated as of March 14, 2005, by and between Find/SVP, Inc. and Charles Douglas House (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the Commission on March 15, 2005, and incorporated herein by reference).
10.1	Credit Agreement, dated as of April 1, 2005, between FIND/SVP, INC., as the borrower and Fleet National Bank, a Bank of America company, as the lender.
10.2	Security Agreement, dated as of April 1, 2005, by and among FIND/SVP, INC and the several subsidiary guarantors signatories thereto.
10.3	Guaranty Agreement, dated as of April 1, 2005, between Fleet National Bank, a Bank of America company, and the several subsidiary guarantors signatories thereto.
10.4	Employment Agreement, dated April 1, 2005, between Peter Hooper and Atlantic Research & Consulting, Inc.
10.5	Employment Agreement, dated April 1, 2005, between Charles Douglas House and Signia Partners Incorporated.
10.6	Employment Agreement, dated April 1, 2003, between Robert La Terra and Guideline Research, Corp. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on April 16, 2003, and incorporated herein by reference).
10.7	First Amendment to Employment Agreement, dated April 1, 2005, between Robert La Terra and Guideline Research, Corp.
99.1	Press Release, dated April 4, 2005, ofFIND/SVP, INC.

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EX-10.1

                                                                       EXECUTION

================================================================================

                                CREDIT AGREEMENT

                           Dated as of March 31, 2005

                                     between

                                 FIND/SVP, INC.,
                                as the Borrower,

                 FLEET NATIONAL BANK, A Bank of America company,
                                  as the Lender

================================================================================



                                TABLE OF CONTENTS

Section                                                                   Page
- -------                                                                   ----

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS..................................1
   1.01.    Defined Terms....................................................1
   1.02.    Other Interpretive Provisions.  ................................24
   1.03.    Accounting Terms.  .............................................25
   1.04.    Rounding.  .....................................................25
   1.05.    Times of Day.  .................................................26

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS...........................26
   2.01.    Revolving Credit Loans and Term Loan............................26
   2.02.    Borrowings, Conversions and Continuations of Loans..............27
   2.03.    Prepayments.....................................................28
   2.04.    Termination or Reduction of Commitments.........................35
   2.05.    Repayment of Loans..............................................35
   2.06.    Interest........................................................35
   2.07.    Fees............................................................36
   2.08.    Computation of Interest and Fees.  .............................36
   2.09.    Evidence of Debt.  .............................................37
   2.10.    Payments Generally..............................................37

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY.........................37
   3.01.    Taxes...........................................................37
   3.02.    Illegality.  ...................................................38
   3.03.    Inability to Determine Rates....................................39
   3.04.    Increased Costs; Reserves on LIBOR Loans........................39
   3.05.    Compensation for Losses.  ......................................40
   3.06.    Mitigation Obligations.  .......................................41
   3.07.    Survival.  .....................................................41

ARTICLE IV. CONDITIONS PRECEDENT TO Credit Extensions.......................41
   4.01.    Conditions of Initial Loans. ...................................41
   4.02.    Conditions to all Credit Extensions.  ..........................44

ARTICLE V. REPRESENTATIONS AND WARRANTIES...................................45
   5.01.    Existence, Qualification and Power; Compliance with Laws.  .....45
   5.02.    Authorization; No Contravention.  ..............................45
   5.03.    Governmental Authorization; Other Consents......................45
   5.04.    Binding Effect.  ...............................................46
   5.05.    Financial Statements; No Material Adverse Effect................46
   5.06.    Litigation......................................................47
   5.07.    No Default.  ...................................................47
   5.08.    Ownership of Property; Liens.  .................................47
   5.10.    Insurance.  ....................................................47
   5.11.    Taxes.  ........................................................47
   5.12.    ERISA Compliance................................................48



                              Table of Contents
                                 (Continued)
                                                                          Page
                                                                          ----

   5.13.    Subsidiaries; Equity Interests.  ...............................48
   5.15.    Disclosure. ....................................................49
   5.16.    Compliance with Laws.  .........................................49
   5.18.    Condition of Assets.  ..........................................49
   5.19.    ARC Acquisition.  ..............................................49
   5.20.    Signia Acquisition..............................................50

ARTICLE VI. AFFIRMATIVE COVENANTS...........................................51
   6.01.    Financial Statements............................................51
   6.02.    Certificates; Other Information.................................52
   6.03.    Notices.  ......................................................53
   6.04.    Payment of Obligations..........................................54
   6.05.    Preservation of Existence, Etc..................................54
   6.06.    Maintenance of Properties.......................................54
   6.07.    Maintenance of Insurance.  .....................................54
   6.08.    Compliance with Laws............................................54
   6.09.    Books and Records...............................................54
   6.10.    Inspection Rights...............................................55
   6.11.    Use of Proceeds.................................................55
   6.12.    Additional Subsidiaries.........................................55

ARTICLE VII. NEGATIVE COVENANTS.............................................55
   7.01.    Liens...........................................................55
   7.02.    Investments.....................................................56
   7.03.    Indebtedness....................................................58
   7.05.    Dispositions....................................................58
   7.06.    Restricted Payments.............................................59
   7.07.    Change in Nature of Business....................................59
   7.08.    Transactions with Affiliates....................................59
   7.09.    Burdensome Agreements...........................................60
   7.10.    Use of Proceeds.................................................60
   7.11.    Financial Covenants.............................................61
   7.13.    Amendments, Etc. of Certain Agreements; Double Negative Pledge..61
   7.14.    Accounting Changes..............................................62
   7.15.    Swap Contracts..................................................62
   7.16.    Formation of Subsidiaries.......................................62
   7.18.    Nature of Business; Name Changes................................62

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES................................62
   8.01.    Events of Default...............................................65
   8.03.    Application of Funds............................................65

ARTICLE IX. COLLATERAL SECURITY.............................................66
   9.01.    Collateral Security.............................................66

ARTICLE X. MISCELLANEOUS....................................................66
   10.01.   Amendments, Etc.................................................66
   10.02.   Notices; Effectiveness; Electronic Communication................66


                                       ii


                              Table of Contents
                                 (Continued)

                                                                          Page
                                                                          ----

   10.03.   No Waiver; Cumulative Remedies..................................68
   10.05.   Payments Set Aside..............................................69
   10.06.   Successors and Assigns..........................................70
   10.07.   Treatment of Certain Information; Confidentiality...............71
   10.08.   Right of Setoff.................................................72
   10.09.   Interest Rate Limitation........................................72
   10.10.   Counterparts; Integration; Effectiveness........................72
   10.12.   Severability....................................................73
   10.13.   Governing Law; Jurisdiction; Etc................................73
   10.14.   Waiver of Jury Trial............................................74
   10.15.   USA PATRIOT Act Notice..........................................74
   10.16.   Time of the Essence.............................................74
   10.17.   Arbitration.....................................................74


                                      iii


SCHEDULES

1.01  High Concentration Account Debtors
5.05  Supplement to Interim Financial Statements
5.11  Taxes
5.13  Subsidiaries; Other Equity Investments; Equity Interests in the Borrower
5.17  Intellectual Property Matters
5.19  Earnout Obligations
7.01  Existing Liens
7.03  Existing Indebtedness

EXHIBITS

Form of
A     Loan Notice
B     Revolving Credit Note
C     Term Note
D     Compliance Certificate
E     Borrowing Base Certificate
F     Security Agreement
G     Guaranty
H     Opinion


                                       iv


                                                                       EXECUTION

                                CREDIT AGREEMENT

      This CREDIT  AGREEMENT  ("Agreement") is entered into as of March 31, 2005
between  FIND/SVP,  INC.,  a New York  corporation  (the  "Borrower")  and FLEET
NATIONAL  BANK,  a Bank  of  America  company  (together  with  its  affiliates,
successors and assigns, the "Lender").

      WHEREAS,  pursuant to a Stock  Purchase  Agreement,  dated as of March 14,
2005 (the "ARC Purchase  Agreement") by and among Peter Hooper and the Borrower,
pursuant to which the  Borrower is  acquiring  on or before the Closing Date the
capital  stock  and  business  of  Atlantic  Research  &  Consulting,   Inc.,  a
Massachusetts corporation ("ARC") (the "ARC Acquisition");

      WHEREAS,  pursuant to a Stock  Purchase  Agreement,  dated as of March 14,
2005  (the  "Signia  Purchase  Agreement")  by and among  Douglas  House and the
Borrower,  pursuant to which the  Borrower is acquiring on or before the Closing
Date the capital stock and business of Signia Partners Incorporated,  a District
of Columbia corporation ("Signia") (the "Signia Acquisition");

      WHEREAS,  the Borrower has requested the Lender make available a revolving
credit facility in an amount not to exceed $4,500,000 and to make a term loan to
the Borrower in the aggregate  principal amount of up to $4,500,000,  which term
loan and which revolving  credit facility (or a portion thereof) will be used to
partially fund the consideration  payable pursuant to the ARC Purchase Agreement
and the Signia  Purchase  Agreement,  together  with  certain  fees and expenses
payable in connection  therewith,  and which revolving credit facility will also
be used for working capital needs and general business purposes; and

      WHEREAS,  the  Lender  has  agreed to make  available  to the  Borrower  a
revolving  credit facility and term loan upon the terms and conditions set forth
in this Agreement;

      NOW,  THEREFORE,  in consideration of the mutual conditions and agreements
set  forth  in this  Agreement,  and for good and  valuable  consideration,  the
receipt of which is hereby  acknowledged,  the parties  hereto  hereby  agree as
follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01. Defined Terms. As used in this Agreement,  the following terms shall
have the meanings set forth below:

      "Accounts"  shall mean those accounts  arising out of the sale or lease of
goods or the rendition of services by the Borrower.

      "Acquisition"  with respect to any Person shall mean the purchase or other
acquisition by such Person, by any means whatsoever (including through a merger,
dividend  or  otherwise  and whether in a single  transaction  or in a series of
related  transactions),  of (i) any  Equity  Interests  of any other  Person if,
immediately  thereafter,  such other Person would be either a Subsidiary of such
Person or otherwise under the control of such Person,  (ii) any business,  going
concern or division or segment of any other Person, or (iii) any property of any
other Person other than in the ordinary course of business,  provided,  however,
that no  acquisition  of all or  substantially  all of the  assets of such other
Person shall be deemed to be in the ordinary course of business.

      "Acquisition   Documents"  means  collectively,   the  Signia  Acquisition
Documents and the ARC Acquisition Documents.


                                       1


      "Affiliate"  means,  with  respect  to any  Person,  another  Person  that
directly,  or  indirectly  through  one or more  intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

      "Agreement" means this Credit Agreement.

      "Aggregate  Commitment"  means the $4,500,000  Revolving Credit Commitment
and the $4,500,000 Term Commitment.

      "Applicable Rate" means a per annum rate equal to:

      (a) with respect to Revolving Credit Loans:

            (i) with respect to Base Rate Loans,  0.75%, and after the Reduction
      Event, 0.50%;

            (ii) with respect to LIBOR Loans and Letters of Credit,  2.75%,  and
      after the Reduction Event, 2.50%; and

            (iii) with respect to the commitment fee, 0.375%.

      (b) with respect to the Term Loan:

            (i) with respect to Base Rate Loans,  1.00% and after the  Reduction
      Event, 0.75%; and

            (ii) with respect to LIBOR  Loans,  3.00%,  and after the  Reduction
      Event, 2.75%.

      "Approved  Bank"  shall  mean any bank whose (or whose  parent  company's)
unsecured  non-credit  supported  short-term  commercial  paper  rating from (i)
Standard & Poor's is at least A-1 or the  equivalent  thereof or (ii) Moody's is
at least P-1 or the equivalent thereof.

      "ARC" has the meaning specified in the recitals hereto.

      "ARC  Acquisition"  has the meaning  specified in the recitals  hereto and
shall mean the  acquisition  by the  Borrower of ARC in a manner in all respects
satisfactory to the Lender.

      "ARC Acquisition Documents" shall mean collectively,  (i) the ARC Purchase
Agreement and (ii) all other documents executed in connection therewith, as each
may be amended, supplemented or otherwise modified.


                                       2


      "ARC Assets"  shall mean the assets and business of ARC being  acquired in
the ARC Acquisition.

      "ARC  Business"  shall  mean  ARC's  current  operating  business,  which,
together with the ARC Assets and certain liabilities related thereto (other than
liabilities under the Loan Documents),  is to be transferred to, and assumed by,
the Borrower on the Effective Date.

      "Attributable  Indebtedness"  means,  on any date,  (a) in  respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation,  the capitalized amount of
the remaining  lease  payments  under the relevant  lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited  Financial  Statements"  means the audited  consolidated  balance
sheet of the Borrower and its  Subsidiaries  for the fiscal year ended  December
31,  2004,  and the related  consolidated  statements  of income or  operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base  Rate" means for any day a  fluctuating  rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in  effect  for  such day as  publicly  announced  from  time to time by Bank of
America as its "prime  rate." The "prime  rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors,  and is used as a reference point
for pricing some loans,  which may be priced at, above,  or below such announced
rate.  Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public  announcement of such
change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Borrower" has the meaning specified in the introductory paragraph hereto.

      "Borrowing"  means a Revolving Credit borrowing or a borrowing of the Term
Loan.

      "Borrowing Base" shall mean:

      (a) for the period commencing with the month ending April 30, 2005 through
and including the end of the Borrower's first fiscal quarter in 2006, 75% of the
Borrower's and each Material Subsidiary's Eligible Accounts Receivable from time
to time outstanding less reserves with respect to such Accounts which the Lender
may deem necessary in its sole discretion (the "Revolver Borrowing Base"); and

      (b)  thereafter,  for the period  commencing  with the  Borrower's  second
quarter  of  fiscal  year  2006,   75%  of  the  Borrower's  and  each  Material
Subsidiary's  Eligible  Accounts  Receivable from time to time  outstanding less
reserves  with respect to such Accounts  which the Lender may deem  necessary in
its sole discretion.

      "Borrowing Base Certificate" shall mean a certificate substantially in the
form of Exhibit E hereto.


                                       3


      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state  where the  Lender's  Office is  located  and,  if such day
relates  to any  LIBOR  Loan,  means  any such day on which  dealings  in Dollar
deposits are conducted by and between banks in the London interbank market.

      "Capital  Stock"  shall  mean,  as to any Person,  all shares,  interests,
partnership  interests,  limited  liability company  interests,  participations,
rights in or other  equivalents  (however  designated)  of such Person's  equity
(however  designated) and any rights,  warrants or options  exchangeable  for or
convertible into such shares, interests, participations, rights or other equity.

      "Capitalized  Lease" shall mean any lease the  obligations  to pay rent or
other amounts under which constitute Capitalized Lease Obligations.

      "Capitalized   Lease  Obligations"  shall  mean  as  to  any  Person,  the
obligations  of such  Person to pay rent or other  amounts  under a lease of (or
other agreement  conveying the right to use) real and/or personal property which
obligations  are required to be classified  and accounted for as a capital lease
on a  balance  sheet  of such  Person  under  GAAP  and,  for  purposes  of this
Agreement,  the  amount  of such  obligations  shall be the  capitalized  amount
thereof, determined in accordance with GAAP.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash  Equivalents" shall mean (i) securities issued or directly and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in full support  thereof) having  maturities of not
more than six months from the date of acquisition,  (ii) Dollar denominated time
deposits,  certificates of deposit and bankers  acceptances of (x) the Lender or
(y) any Approved  Bank,  in any such case with  maturities  of not more than six
months  from the date of  acquisition,  (iii)  commercial  paper  issued  by any
Approved Bank or by the parent company of any Approved Bank and commercial paper
issued by, or  guaranteed  by,  any  industrial  or  financial  company  with an
unsecured non-credit  supported  short-term  commercial paper rating of at least
A-1 or the  equivalent by Standard & Poor's or at least P-1 or the equivalent by
Moody's,  or guaranteed by any industrial or financial  company with a long term
unsecured  non-credit  supported senior debt rating of at least A or A-2, or the
equivalent,  by  Standard & Poor's or  Moody's,  as the case may be, and in each
case maturing within six months after the date of  acquisition,  (iv) marketable
direct  obligations  issued by any state of the United  States of America or any
political  subdivision of any such state or any public  instrumentality  thereof
maturing within six months from the date of acquisition thereof and, at the time
of  acquisition,  having one of the two highest  ratings  obtainable from either
Standard  &  Poor's  or  Moody's,   (v)   investments   in  money  market  funds
substantially  all the assets of which are  comprised of securities of the types
described in clauses (i) through (iv) above, and (vi) such other accounts as may
be approved by the Lender in its sole discretion.


                                       4


      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the  following:  (a) the  adoption  or taking  effect  of any law,  rule,
regulation or treaty,  (b) any change in any law, rule,  regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any  request,  guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which:

      (a) any "person" or "group" (as such terms are used in Sections  13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such person or its subsidiaries,  and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan)
becomes  the  "beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the
Securities  Exchange Act of 1934,  except that a person or group shall be deemed
to have  "beneficial  ownership" of all securities that such person or group has
the right to acquire  (such  right,  an "option  right"),  whether such right is
exercisable  immediately  or only  after  the  passage  of  time),  directly  or
indirectly,  of 35% or more of the equity securities of the Borrower entitled to
vote for members of the board of directors or equivalent  governing  body of the
Borrower on a  fully-diluted  basis (and taking into account all such securities
that  such  person  or group has the right to  acquire  pursuant  to any  option
right);

      (b) during any period of 12 consecutive  months, a majority of the members
of the board of directors  or other  equivalent  governing  body of the Borrower
cease to be  composed  of  individuals  (i) who were  members  of that  board or
equivalent  governing body on the first day of such period,  (ii) whose election
or  nomination  to that  board or  equivalent  governing  body was  approved  by
individuals  referred  to in clause (i) above  constituting  at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose  election or  nomination  to that board or other  equivalent
governing body was approved by  individuals  referred to in clauses (i) and (ii)
above  constituting  at the  time of such  election  or  nomination  at  least a
majority of that board or equivalent  governing body (excluding,  in the case of
both clause (ii) and clause (iii), any individual whose initial  nomination for,
or assumption of office as, a member of that board or equivalent  governing body
occurs as a result  of an  actual  or  threatened  solicitation  of  proxies  or
consents for the  election or removal of one or more  directors by any person or
group other than a solicitation  for the election of one or more directors by or
on behalf of the board of directors); or

      (c) any  Person  or two or more  Persons  acting  in  concert  shall  have
acquired by  contract or  otherwise,  or shall have  entered  into a contract or
arrangement  that,  upon  consummation  thereof,  will  result  in its or  their
acquisition  of the power to exercise,  directly or  indirectly,  a  controlling
influence over the  management or policies of the Borrower,  or control over the
equity  securities of the Borrower  entitled to vote for members of the board of
directors or equivalent  governing body of the Borrower on a fully-diluted basis
(and taking into account all such  securities  that such Person or group has the
right to acquire  pursuant to any option right)  representing 35% or more of the
combined voting power of such securities.

      "Closing  Date"  means  the first  date all the  conditions  precedent  in
Section 4.01 are satisfied or waived in accordance with Section 10.01.


                                       5


      "Code" means the Internal Revenue Code of 1986.

      "Collateral"   shall  mean  the  collateral   described  in  the  Security
Documents, as summarized in Article 9 hereof.

      "Commitment"  shall mean the Revolving Credit  Commitment  and/or the Term
Commitment.

      "Compliance Certificate" means a certificate  substantially in the form of
Exhibit D.

      "Consolidated  EBITDA"  means,  for any period,  for the  Borrower and its
Subsidiaries on a consolidated basis, without duplication, the sum of (A) (a) an
amount equal to  Consolidated  Net Income for such period plus (b) the following
to the  extent  deducted  in  calculating  such  Consolidated  Net  Income:  (i)
Consolidated  Interest Charges for such period,  (ii) the provision for Federal,
state,  local  and  foreign  income  taxes  payable  by  the  Borrower  and  its
Subsidiaries for such period, (iii) depreciation and amortization expenses, (iv)
other non-recurring  expenses of the Borrower and its Subsidiaries reducing such
Consolidated Net Income which do not represent a cash item in such period or any
future period, (v) non-cash stock compensation  expenses,  and (vi) the Series A
Preferred  Stock Dividends and minus (c) the following to the extent included in
calculating such Consolidated Net Income: (i) Federal,  state, local and foreign
income tax credits of the Borrower and its Subsidiaries for such period and (ii)
all non-cash items increasing  Consolidated Net Income for such period; plus (B)
for the Signia  Acquisition and the ARC Acquisition,  the pro forma effect (i.e.
assuming that the  applicable  acquisition  was  consummated at the beginning of
such period) on  Consolidated  EBITDA for such period of the Signia  Acquisition
and the ARC Acquisition during the most recent twelve month period preceding the
date of determination, but solely for the number of months immediately preceding
the consummation of the applicable acquisition,  which number equals twelve (12)
less  the  number  of  months  following  the  consummation  of  the  applicable
acquisition to such date of determination (as reflected in the audited financial
statements  covering  the  applicable  target  company (or  applicable  business
thereof),  prepared by an independent  certified public accountant of recognized
national  standing  acceptable  to the  Lender,  or if  such  audited  financial
statements are not available, then at the request of the Lender, as reflected in
financial  statements  covering  such  company  (or  business),  examined  by an
independent   certified  public  accountant  of  recognized   national  standing
acceptable to the Lender).

      "Consolidated Funded Debt" means, as of any date of determination, for the
Borrower  and  its  Subsidiaries  on a  consolidated  basis,  the  sum,  without
duplication,  of (I)(a) the  outstanding  principal  amount of all  obligations,
whether  current  or  long-term,   for  borrowed  money  (including  Obligations
hereunder)  and all  obligations  evidenced by bonds,  debentures,  notes,  loan
agreements or other similar  instruments,  (b) all purchase money  Indebtedness,
(c) all direct  obligations  arising under letters of credit (including  standby
and commercial), bankers' acceptances, bank guaranties, surety bonds and similar
instruments,  (d) all  obligations in respect of the deferred  purchase price of
property or services  (other than trade accounts  payable in the ordinary course
of business),  (e)  Attributable  Indebtedness  in respect of capital leases and
Synthetic  Lease  Obligations,  (f)  all  Earnout  Obligations  (to  the  extent
reasonably  determined likely to be due and payable),  (g) without  duplication,
all Guarantees  with respect to outstanding  Indebtedness of the types specified
in clauses  (a)  through  (f) above of Persons  other than the  Borrower  or any
Subsidiary,  and (h) all  Indebtedness  of the types  referred to in clauses (a)
through  (g)  above of any  partnership  or joint  venture  (other  than a joint
venture that is itself a corporation or limited liability  company) in which the
Borrower or a Subsidiary  is a general  partner or joint  venturer,  unless such
Indebtedness is expressly made  non-recourse to the Borrower or such Subsidiary;
plus (II) for the  Signia  Acquisition  and the ARC  Acquisition,  the pro forma
effect (i.e.  assuming that the applicable  acquisition  was  consummated at the
beginning  of such  period) on  Consolidated  Funded Debt for such period of the
Signia  Acquisition and the ARC Acquisition  during the most recent twelve month
period preceding the date of determination,  but solely for the number of months
immediately  preceding the  consummation  of the applicable  acquisition,  which
number equals twelve (12) less the number of months  following the  consummation
of the applicable acquisition to such date of determination (as reflected in the
audited  financial   statements  covering  the  applicable  target  company  (or
applicable  business  thereof),  prepared  by an  independent  certified  public
accountant of recognized  national standing acceptable to the Lender, or if such
audited  financial  statements  are not  available,  then at the  request of the
Lender,  as  reflected  in  financial   statements  covering  such  company  (or
business),  examined by an independent certified public accountant of recognized
national standing acceptable to the Lender).


                                       6


      "Consolidated  Interest  Charges" means, for any period,  for the Borrower
and its  Subsidiaries  on a  consolidated  basis,  the sum of (a) all  interest,
premium  payments,  debt  discount,  fees,  charges and related  expenses of the
Borrower and its  Subsidiaries  in  connection  with borrowed  money  (including
capitalized  interest)  or in  connection  with the deferred  purchase  price of
assets,  in each case to the extent treated as interest in accordance  with GAAP
and (b) the  portion of  Capitalized  Lease  Obligations  allocable  to interest
expense.

      "Consolidated Net Income" means, for any period,  for the Borrower and its
Subsidiaries  on a  consolidated  basis,  the net income of the Borrower and its
Subsidiaries (excluding  extraordinary gains but including extraordinary losses)
for that period.

      "Consolidated Net Worth" means, as of any date of  determination,  for the
Borrower  and  its  Subsidiaries  on a  consolidated  basis,  the sum of (A) (i)
Shareholders'  Equity  of the  Borrower  and its  Subsidiaries  on that date (as
indicated on the Borrower's  financial  statements  prepared in accordance  with
GAAP and  delivered in accordance  with  Sections 7.2 and 7.3 herein),  and (ii)
redeemable  capital (common and preferred) stock (as indicated on the Borrower's
financial   statements  prepared  in  accordance  with  GAAP  and  delivered  in
accordance with Sections 7.2 and 7.3 herein).

      "Contractual  Obligation"  means,  as to any Person,  any provision of any
security  issued  by  such  Person  or of any  agreement,  instrument  or  other
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

      "Control"  means the possession,  directly or indirectly,  of the power to
direct or cause the direction of the management or policies of a Person, whether
through  the  ability to  exercise  voting  power,  by  contract  or  otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.


                                       7


      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debtor Relief Laws" means the Bankruptcy  Code of the United States,  and
all other liquidation,  conservatorship,  bankruptcy, assignment for the benefit
of   creditors,    moratorium,    rearrangement,    receivership,    insolvency,
reorganization,  or similar  debtor  relief  Laws of the United  States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default"  means  any  event or  condition  that  constitutes  an Event of
Default or that,  with the giving of any notice,  the passage of time,  or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations  other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any,  applicable to Base Rate Loans plus (iii) 4% per annum;
provided,  however, that with respect to a LIBOR Loan, the Default Rate shall be
an interest  rate equal to the interest rate  (including  any  Applicable  Rate)
otherwise  applicable  to such  Loan plus 4% per  annum,  and (b) when used with
respect to Letter of Credit  Fees, a rate equal to the  Applicable  Rate plus 4%
per annum.

      "Disposition"  or "Dispose" means the sale,  transfer,  license,  lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment,  transfer or other disposal, with
or  without  recourse,  of any notes or  accounts  receivable  or any rights and
claims  associated  therewith  (for the  avoidance of doubt,  such term (and the
corresponding  Section  7.05)  does not refer to or limit  issuance  or sales of
Equity Interests issued by the Borrower.

      "Dollar" and "$" mean lawful money of the United States.

      "Domestic  Subsidiary"  means any Subsidiary  that is organized  under the
laws of any political subdivision of the United States.

      "Earnout  Obligations" means the amount of all earnouts and other payments
owing to Persons, whether direct or contingent, arising in respect of the Signia
Acquisition,  the ARC  Acquisition,  the  Guideline  Acquisition  and each other
Acquisition expressly permitted by the Lender, on such terms as are set forth in
their  respective  purchase  agreements and as more fully  described in Schedule
5.19 hereto.


                                       8


      "Eligible  Accounts  Receivable" shall mean those Accounts of the Borrower
and the Material  Subsidiaries (i) which have been outstanding for not more than
ninety (90) days from the  original  invoice  date,  and (ii) have been  validly
assigned to the Lender and comply with all of the terms, conditions,  warranties
and  representations  made to the Lender under this Agreement and the other Loan
Documents; but Eligible Accounts Receivable shall not include the following: (a)
Accounts  with  respect to which the  Account  Debtor is an  officer,  director,
employee, or agent of the Borrower or an Affiliate of the Borrower; (b) Accounts
which  represent a sale on a  bill-and-hold,  guaranteed  sale, sale and return,
sale on approval, consignment, or other repurchase or return basis; (c) Accounts
with respect to which the Account  Debtor is not  domiciled in the United States
of America  unless such  Account is fully  secured by an  irrevocable  letter of
credit  acceptable  to the Lender and assigned to the Lender;  (d) Accounts with
respect to which the sale is on an  installment  sale,  lease or other  extended
payment  basis;  (e)  Accounts  with  respect to which the  Account  Debtor is a
federal, state, local or foreign governmental authority unless such governmental
authority  is the  United  States  of  America  or  any  department,  agency  or
instrumentality  of the  United  States,  and  the  Borrowers  comply  with  the
Assignment  of Claims Act of 1940,  as amended (31 U.S.C.  Section 203 et seq.);
(f) all Accounts  owing by any Account  Debtor if fifty percent (50%) or more of
the Accounts due from such Account Debtor are deemed not to be Eligible Accounts
hereunder; (g) Accounts with respect to which the Account Debtor is a Subsidiary
of,  Affiliate of, or has common  officers or directors  with the Borrower;  (h)
Accounts  with  respect  to which  the  Lender  does not for any  reason  have a
perfected  first  priority Lien; (i) Accounts with respect to which the Borrower
or a Subsidiary is or may become liable to the Account  Debtor for goods sold or
services rendered by the Account Debtor to the Borrower or a Subsidiary,  to the
extent of such  Borrower's or  Subsidiary's  existing or potential  liability to
such Account  Debtor;  (j) Accounts with respect to which the Account Debtor has
disputed any liability, or the Account Debtor has made any claim with respect to
any other  Account  due to the  Borrower  or a  Subsidiary,  or the  Account  is
otherwise subject to any right of setoff, deduction, breach of warranty or other
defense,  dispute or counterclaim by the Account Debtor; (k) that portion of the
Accounts  owed by any single  Account  Debtor which exceeds ten percent (10%) of
all of the  Accounts,  except that with respect to Accounts  owed by the account
debtor(s) listed on Schedule 1.01 hereto,  the ineligible  portion shall be that
portion  which  exceeds  fifteen  percent  (15%) of all the  Accounts;  (l) that
portion of any Accounts representing late fees, service charges or interest, but
only to the  extent of such  portion;  (m)  Accounts  with  respect to which the
Account  Debtor is  located  in any state  requiring  the  filing of a Notice of
Business  Activities Report or similar report in order to permit the Borrower or
a  Subsidiary  to seek  judicial  enforcement  in such  State of payment of such
Account,  unless the Borrower or such Subsidiary has qualified to do business in
such state or has filed a Notice of  Business  Activities  Report or  equivalent
report for the then current year;  (n) Accounts owed by any Account Debtor which
is insolvent or is the subject of an insolvency proceeding;  (o) that portion or
any Account  which is evidenced by a promissory  note or other  instrument or by
chattel  paper;  and (p)  any  and  all  Accounts  of an  Account  Debtor  whose
creditworthiness  is not  satisfactory to the Lender in its sole credit judgment
based  on  information  available  to  the  Lender;   provided,   however,  that
notwithstanding  anything to the contrary  contained  herein,  the Lender agrees
that Eligible Accounts Receivable shall include earned retainers as well as that
portion of any retainers that are considered unearned by virtue of the fact that
they are paid to the Borrower (or its Material  Subsidiaries)  in advance (on an
annual or other periodic  basis) pursuant to a service  contract.  References to
percentages  of all  Accounts are based on dollar  amount of  Accounts,  and not
number of Accounts.

      "Environmental Laws" means any and all Federal,  state, local, and foreign
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits, concessions,  grants, franchises,  licenses, agreements or governmental
restrictions  relating to pollution and the protection of the environment or the
release  of any  materials  into the  environment,  including  those  related to
hazardous  substances or wastes, air emissions and discharges to waste or public
systems.


                                       9


      "Environmental  Liability"  means any  liability,  contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective  Subsidiaries directly or indirectly resulting from or based upon (a)
violation  of  any  Environmental  Law,  (b)  the  generation,   use,  handling,
transportation,  storage,  treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous  Materials,  (d) the release or threatened  release of
any Hazardous  Materials into the environment or (e) any contract,  agreement or
other consensual  arrangement  pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants,  options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person,  all of the securities  convertible into or exchangeable for shares
of capital stock of (or other  ownership or profit  interests in) such Person or
warrants,  rights or options for the purchase or acquisition from such Person of
such shares (or such other interests),  and all of the other ownership or profit
interests  in such  Person  (including  partnership,  member or trust  interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA   Affiliate"   means  any  trade  or   business   (whether  or  not
incorporated)  under  common  control  with the  Borrower  within the meaning of
Section  414(b) or (c) of the Code (and Sections  414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a  withdrawal  by the  Borrower or any ERISA  Affiliate  from a Pension Plan
subject  to  Section  4063  of  ERISA  during  a plan  year  in  which  it was a
substantial  employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of  operations  that is treated as such a withdrawal  under  Section  4062(e) of
ERISA;  (c) a  complete  or  partial  withdrawal  by the  Borrower  or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in  reorganization;  (d) the  filing of a notice of  intent  to  terminate,  the
treatment of a Plan  amendment as a termination  under Sections 4041 or 4041A of
ERISA,  or the  commencement  of  proceedings by the PBGC to terminate a Pension
Plan or Multiemployer  Plan; (e) an event or condition which constitutes grounds
under  Section 4042 of ERISA for the  termination  of, or the  appointment  of a
trustee to  administer,  any  Pension  Plan or  Multiemployer  Plan;  or (f) the
imposition  of any  liability  under  Title  IV of  ERISA,  other  than for PBGC
premiums due but not delinquent  under Section 4007 of ERISA,  upon the Borrower
or any ERISA Affiliate.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excess  Cash  Flow"   means,   with  respect  to  the  Borrower  and  its
Subsidiaries on a consolidated  basis for the applicable period of determination
(any  period of four  fiscal  quarters),  the  amount by which (A)  Consolidated
EBITDA for the period of determination,  minus the sum of (i) Federal, State and
local  income  taxes  payable in cash during the period of  determination,  (ii)
unfunded  capital  expenditures  during the period of  determination,  (iii) the
current portion of long term debt paid or scheduled to have been paid during the
twelve  month  period  immediately  preceding  the  last  day of the  period  of
determination,   (iv)  Capitalized  Lease  Obligations   during  the  period  of
determination,   (v)   Consolidated   Interest  Charges  during  the  period  of
determination,  (vi) Earnout  Obligations and any other permitted  dividends and
distributions   paid  during  the  period  of  determination,   (vii)  voluntary
prepayments  hereunder  solely to the extent  they are applied to the Term Loan,
and (viii) the Guideline Redemption,  if any; exceeds (B) the 1.25 to 1.00 Fixed
Charge Coverage Ratio for such period of determination.


                                       10


      "Excluded Taxes" means,  with respect to the Lender or any other recipient
of any  payment to be made by or on account of any  obligation  of the  Borrower
hereunder,  (a) taxes imposed on or measured by its overall net income  (however
denominated),  and franchise  taxes imposed on it (in lieu of net income taxes),
by the  jurisdiction  (or any political  subdivision  thereof) under the laws of
which such  recipient is organized or in which its  principal  office is located
or,  in the case of the  Lender,  in which  its  applicable  Lending  Office  is
located,  (b) any branch  profits  taxes  imposed  by the  United  States or any
similar tax imposed by any other jurisdiction in which the Borrower is located.

      "Existing  Credit  Agreements"  means  (a)  that  certain  line of  credit
documentation between the Borrower and JPMorgan Chase Bank; and (b) that certain
line of credit documentation between Signia and Cardinal Bank Dulles, NA.

      "Federal  Funds Rate" means,  for any day, the rate per annum equal to the
weighted  average of the rates on  overnight  Federal  funds  transactions  with
members of the Federal  Reserve System arranged by Federal funds brokers on such
day, as  published  by the Federal  Reserve Bank of New York on the Business Day
next succeeding  such day;  provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such  transactions  on
the next preceding Business Day as so published on the next succeeding  Business
Day, and (b) if no such rate is so published  on such next  succeeding  Business
Day,  the  Federal  Funds Rate for such day shall be the average  rate  (rounded
upward,  if  necessary,  to a whole  multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Lender.

      "Find.Com"  means Find.Com,  LLC, a Delaware  limited  liability  company,
which is a joint venture owned in part by the Borrower,  as more fully described
in item #1 of Schedule 7.02 hereto.

      "Fixed Charge Coverage Ratio" shall mean, with respect to the Borrower and
its  Subsidiaries  on  a  consolidated   basis  for  the  applicable  period  of
determination   (any  period  of  four  fiscal  quarters),   the  ratio  of  (A)
Consolidated  EBITDA for the period of determination,  minus Federal,  State and
local income  taxes  payable in cash during the period of  determination,  minus
unfunded capital expenditures during the period of determination, to (B) the sum
of (i) the current portion of long term debt paid or scheduled to have been paid
during the twelve month period immediately  preceding the last day of the period
of determination,  plus (ii) Capitalized Lease Obligations  during the period of
determination,  plus (iii)  Consolidated  Interest  Charges during the period of
determination,  plus (iv) Earnout  Obligations and any other permitted dividends
and  distributions  paid  during  the  period of  determination,  other than the
Guideline Earnout.

      "FRB" means the Board of  Governors of the Federal  Reserve  System of the
United States.


                                       11


      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting  Principles Board
and the American  Institute of Certified  Public  Accountants and statements and
pronouncements  of the  Financial  Accounting  Standards  Board  or  such  other
principles  as  may be  approved  by a  significant  segment  of the  accounting
profession in the United States,  that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Governmental  Authority" means the government of the United States or any
other nation, or of any political  subdivision thereof,  whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative,  judicial, taxing, regulatory
or administrative  powers or functions of or pertaining to government (including
any  supra-national  bodies such as the European  Union or the European  Central
Bank).

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise,  of such  Person  guaranteeing  or  having  the  economic  effect  of
guaranteeing  any  Indebtedness  or other  obligation  payable or performable by
another  Person  (the  "primary  obligor")  in any manner,  whether  directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply  funds for the  purchase or payment of)
such  Indebtedness  or other  obligation,  (ii) to purchase  or lease  property,
securities  or services  for the  purpose of assuring  the obligee in respect of
such  Indebtedness  or other  obligation of the payment or  performance  of such
Indebtedness or other  obligation,  (iii) to maintain  working  capital,  equity
capital or any other  financial  statement  condition  or  liquidity or level of
income or cash flow of the primary  obligor so as to enable the primary  obligor
to pay such  Indebtedness  or other  obligation,  or (iv)  entered  into for the
purpose  of  assuring  in any  other  manner  the  obligee  in  respect  of such
Indebtedness  or other  obligation of the payment or  performance  thereof or to
protect such obligee  against loss in respect  thereof (in whole or in part), or
(b) any Lien on any assets of such Person  securing  any  Indebtedness  or other
obligation  of any  other  Person,  whether  or not such  Indebtedness  or other
obligation is assumed by such Person (or any right,  contingent or otherwise, of
any  holder of such  Indebtedness  to obtain any such  Lien).  The amount of any
Guarantee  shall be deemed to be an amount  equal to the stated or  determinable
amount of the related  primary  obligation,  or portion  thereof,  in respect of
which such  Guarantee  is made or, if not stated or  determinable,  the  maximum
reasonably  anticipated  liability  in  respect  thereof  as  determined  by the
guaranteeing  Person  in  good  faith.  The  term  "Guarantee"  as a verb  has a
corresponding meaning.

      "Guarantors" means, collectively,  each of the direct or indirect Material
Subsidiaries  of the Borrower,  including,  without  limitation,  Signia and ARC
(whether or not they constitute a Material Subsidiary).

      "Guaranty"  means  the  Guaranty  made by the  Guarantors  in favor of the
Lender, substantially in the form of Exhibit F.

      "Guideline  Acquisition" means the acquisition of all of the capital stock
of Guideline Research Corp. pursuant to the Guideline Acquisition Agreement.


                                       12


      "Guideline  Acquisition  Agreement"  means  that  certain  Stock  Purchase
Agreement dated as of April 1, 2003, among the Borrower,  David Walke, Guideline
Research Corp., Jay L. Friedland and Robert La Terra.

      "Guideline Earnout" means the Two Year Deferred  Consideration  Amount (as
defined  in the  Guideline  Acquisition  Agreement)  due and  payable  to Jay L.
Friedland  and  Robert La Terra  pursuant  to the terms  and  conditions  of the
Guideline  Acquisition  Agreement,  as the same is more fully  described  in the
second bullet point paragraph on the third page of Schedule 5.19.

      "Guideline Redemption" means the reacquisition of Consideration Shares (as
defined in the Guideline  Acquisition  Agreement) by the Borrower upon demand of
Jay L.  Friedland  and Robert La Terra  pursuant to the terms and  conditions of
Section 2.6 of the Guideline  Acquisition  Agreement,  as the same is more fully
described in item 4 of Part (c) of Schedule 5.13.

      "Hazardous  Materials"  means all explosive or  radioactive  substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including petroleum or petroleum  distillates,  asbestos or  asbestos-containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

      "Indebtedness"  means,  as to any  Person at a  particular  time,  without
duplication,  all of the following,  whether or not included as  indebtedness or
liabilities in accordance with GAAP:

            (a) all  obligations  of such  Person  for  borrowed  money  and all
      obligations of such Person  evidenced by bonds,  debentures,  notes,  loan
      agreements or other similar instruments;

            (b) all direct or  contingent  obligations  of such  Person  arising
      under  letters of credit  (including  standby  and  commercial),  bankers'
      acceptances, bank guaranties, surety bonds and similar instruments;

            (c) net obligations of such Person under any Swap Contract;

            (d) all  obligations  of such  Person to pay the  deferred  purchase
      price of property or services  (other than trade  accounts  payable in the
      ordinary course of business);

            (e) indebtedness  (excluding  prepaid interest thereon) secured by a
      Lien on  property  owned  or being  purchased  by such  Person  (including
      indebtedness  arising  under  conditional  sales or other title  retention
      agreements),  whether or not such indebtedness  shall have been assumed by
      such Person or is limited in recourse;

            (f) capital leases and Synthetic Lease Obligations;

            (g) all  obligations  of such Person to  purchase,  redeem,  retire,
      defease or otherwise make any payment in respect of any Equity Interest in
      such  Person  or any other  Person,  valued,  in the case of a  redeemable
      preferred  interest,  at the  greater  of  its  voluntary  or  involuntary
      liquidation preference plus accrued and unpaid dividends; and


                                       13


            (h)  all  Guarantees  of  such  Person  in  respect  of  any  of the
      foregoing.

      For all purposes hereof,  the Indebtedness of any Person shall include the
Indebtedness  of any  partnership  or joint venture  (other than a joint venture
that is itself a corporation or limited liability  company) in which such Person
is a general partner or a joint venturer,  unless such Indebtedness is expressly
made  non-recourse  to such Person.  The amount of any net obligation  under any
Swap  Contract  on any date  shall be  deemed to be the Swap  Termination  Value
thereof as of such date.  The amount of any  capital  lease or  Synthetic  Lease
Obligation  as of any date  shall be  deemed to be the  amount  of  Attributable
Indebtedness in respect thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

      "Installment  Payment  Date" means any date on which all or any portion of
the principal amount of a Term Loan is due and payable.

      "Interest  Payment Date" means,  (a) as to any Loan other than a Base Rate
Loan,  the last day of each  Interest  Period  applicable  to such  Loan and the
Maturity Date; provided,  however,  that if any Interest Period for a LIBOR Loan
exceeds three months,  the  respective  dates that fall every three months after
the beginning of such Interest Period shall also be Interest  Payment Dates; (b)
as to any Base Rate Loan,  the last Business Day of each calendar  month and the
Maturity  Date;  and (c) as to the Term Loan, on each  Installment  Payment Date
therefore.

      "Interest  Period" means, as to each LIBOR Loan, the period  commencing on
the date such LIBOR Loan is  disbursed  or  converted to or continued as a LIBOR
Loan and  ending  on the date  one,  two,  three or six  months  thereafter,  as
selected by the Borrower in its Loan Notice; provided that:

            (i) any Interest  Period that would  otherwise  end on a day that is
      not a Business Day shall be extended to the next  succeeding  Business Day
      unless such Business Day falls in another  calendar  month,  in which case
      such Interest Period shall end on the next preceding Business Day;

            (ii) any Interest  Period that begins on the last  Business Day of a
      calendar   month  (or  on  a  day  for  which  there  is  no   numerically
      corresponding  day in the  calendar  month  at the  end of  such  Interest
      Period)  shall end on the last  Business Day of the calendar  month at the
      end of such Interest Period;

            (iii) no  Interest  Period with  respect to a Revolving  Credit Loan
      shall extend  beyond the  Revolving  Credit  Maturity Date and no Interest
      Period with respect to the Term Loan shall extend beyond the Term Maturity
      Date; and

            (iv) no portion of the Term Loan shall be  continued as or converted
      into a  LIBOR  Loan  with an  Interest  Period  which  extends  beyond  an
      Installment  Payment Date if, after giving effect to the  continuation  or
      conversion  of such  LIBOR  Loan,  the amount  payable on any  Installment
      Payment Date would exceed the sum of (i) the aggregate principal amount of
      the  outstanding  portion of the Term Loan  constituting  LIBOR Loans with
      Interest  Periods ending prior to such  Installment  Payment Date and (ii)
      the aggregate  outstanding portion of the Term Loan constituting Base Rate
      Loans.


                                       14


      "Internal  Control  Event"  means a  material  weakness  in, or fraud that
involves  management  or other  employees  who have a  significant  role in, the
Borrower's internal controls over financial reporting, in each case as described
in the Securities  Laws.

      "Investment"  means, as to any Person, any direct or indirect  acquisition
or  investment  by such  Person,  whether by means of (a) the  purchase or other
acquisition of capital stock or other securities of another Person,  (b) a loan,
advance or capital  contribution  to,  Guarantee  or  assumption  of debt of, or
purchase  or other  acquisition  of any other  debt or equity  participation  or
interest in, another Person, including any partnership or joint venture interest
in such  other  Person  and any  arrangement  pursuant  to  which  the  investor
Guarantees  Indebtedness  of such other  Person,  or (c) the  purchase  or other
acquisition  (in one  transaction  or a series  of  transactions)  of  assets of
another  Person  that  constitute  a business  unit.  For  purposes  of covenant
compliance,  the amount of any Investment shall be the amount actually invested,
without  adjustment for  subsequent  increases or decreases in the value of such
Investment.

      "IP Rights" has the meaning specified in Section 5.17.

      "IRS" means the United States Internal Revenue Service.

      "ISP"  means,  with  respect to any Letter of Credit,  the  "International
Standby Practices 1998" published by the Institute of International  Banking Law
&  Practice  (or such later  version  thereof as may be in effect at the time of
issuance).

      "Issuer  Documents" means with respect to any Letter of Credit, the Letter
Credit  Application,  and any other document,  agreement and instrument  entered
into by the L/C Issuer and the Borrower (or any  Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations,  ordinances, codes and
administrative   or  judicial   precedents   or   authorities,   including   the
interpretation or administration  thereof by any Governmental  Authority charged
with  the  enforcement,   interpretation  or  administration  thereof,  and  all
applicable   administrative  orders,   directed  duties,   requests,   licenses,
authorizations and permits of, and agreements with, any Governmental  Authority,
in each case whether or not having the force of law.

      "L/C  Borrowing"  means an  extension of credit  resulting  from a drawing
under any Letter of Credit which has not been  reimbursed  on the date when made
or refinanced as a Borrowing.

      "L/C Credit Extension"  means,  with respect to any Letter of Credit,  the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C  Issuer"  means the Lender,  in its  capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.


                                       15


      "L/C Obligations"  means, as at any date of  determination,  the aggregate
undrawn  amount of all  outstanding  Letters of Credit plus the aggregate of all
Unreimbursed  Amounts,  including all L/C  Borrowings.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be  "outstanding"
in the amount so remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto.

      "Lender's Office" means the Lender's address as set forth in Section 10.02
hereof or such other  address as the Lender may from time to time  notify to the
Borrower.

      "Lending  Office"  means,  as to the Lender,  the office or offices of the
Lender as the Lender may from time to time notify the Borrower.

      "Letter of Credit" means any standby letter of credit issued hereunder.

      "Letter of Credit  Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit  Expiration Date" means the day that is seven days prior
to the Revolving  Credit  Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to $500,000.  The Letter
of Credit  Sublimit is part of, and not in  addition  to, the  Revolving  Credit
Commitment.

      "LIBOR" shall mean, as applicable to any LIBOR Loan, the rate per annum as
determined on the basis of the offered rates for deposits in U.S. dollars, for a
period of time  comparable to such LIBOR Loan which appears on the Telerate page
3750 as of 11:00 a.m. London time on the day that is two Business Days preceding
the first day of such LIBOR Loan; provided, however, if the rate described above
does not appear on the Telerate System on any applicable interest  determination
date, LIBOR shall be the rate (rounded upward, if necessary,  to the nearest one
hundred-thousandth  of a  percentage  point),  determined  on the  basis  of the
offered  rates for deposits in dollars for a period  substantially  equal to the
Interest  Period on the  Reuters  Page "LIBO" (or such other page as may replace
the LIBO Page on that service for the purpose of displaying  such rates),  as of
11:00  a.m.(London  Time), on the day that is two (2) Business Days prior to the
beginning of such  Interest  Period.  If both the Dow Jones  Market  Service and
Reuters system are  unavailable,  then the rate for that date will be determined
on the basis of the offered  rates for deposits in U.S.  dollars for a period of
time  comparable to such LIBOR Loan which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the day that
is two (2) Business Days  preceding the first day of such LIBOR Loan as selected
by the Bank. The principal  London office of each of the four major London banks
will be  requested  to provide a quotation of its U.S.  dollar  deposit  offered
rate. If at least two such  quotations are provided,  the rate for the date will
be the  arithmetic  mean of the  quotations.  If fewer than two  quotations  are
provided as requested, the rate for that date will be determined on the basis of
the rates  quoted  for loans in U.S.  dollars to  leading  European  banks for a
period of time  comparable to such LIBOR Loan offered by major banks in New York
City at  approximately  11:00 a.m.  New York City  time,  on the day that is two
Business Days  preceding the first day of such LIBOR Loan. In the event that the
Bank is unable to obtain any such quotation as provided above, it will be deemed
that LIBOR pursuant to a LIBOR Loan cannot be determined.  In the event that the
Board of  Governors  of the  Federal  Reserve  System  shall  impose  a  Reserve
Percentage  with  respect  to LIBOR  deposits  of the Bank,  then for any period
during which such Reserve  Percentage  shall apply,  LIBOR shall be equal to the
amount  determined  above  divided  by an amount  equal to 1 minus  the  Reserve
Percentage.  "Reserve  Percentage"  shall  mean the  maximum  aggregate  reserve
requirement  (including all basic,  supplemental,  marginal and other  reserves)
which  is  imposed  on  member  banks  of the  Federal  Reserve  System  against
"Euro-currency Liabilities" as defined in Regulation D.


                                       16


      "LIBOR Loan" means a Loan that bears interest at a rate based on LIBOR.

      "Lien" means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance,  lien  (statutory or other),  charge,  or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever  (including any conditional
sale or other title  retention  agreement,  any easement,  right of way or other
encumbrance  on  title  to  real  property,   and  any  financing  lease  having
substantially the same economic effect as any of the foregoing).

      "Loan"  means an  extension  of credit by a Lender to the  Borrower  under
Article II in the form of a Revolving Credit Loan or a Term Loan.

      "Loan Documents" means this Agreement,  each Note, the Security Documents,
each Issuer  Document,  the  Guaranty,  and each other  document,  agreement and
instrument executed in connection herewith or therewith or in connection with or
pursuant to any of the foregoing.

      "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of Loans
from one Type to the other,  or (c) a continuation  of LIBOR Loans,  pursuant to
Section  2.02(a),  which, if in writing,  shall be  substantially in the form of
Exhibit A.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material  Adverse  Effect" means (a) a material  adverse  change in, or a
material adverse effect upon, the operations, business, properties,  liabilities
(actual or contingent),  condition  (financial or otherwise) or prospects of the
Borrower or the Borrower and its  Subsidiaries  taken as a whole; (b) a material
impairment of the ability of any Loan Party to perform its obligations under any
Loan Document to which it is a party; or (c) a material  adverse effect upon the
legality,  validity,  binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.

      "Material  Agreements"  shall  mean  collectively,   the  ARC  Acquisition
Documents and the Signia  Acquisition  Documents  and the Guideline  Acquisition
Agreement, as each may be amended,  supplemented or otherwise modified from time
to time.


                                       17


      "Material  Subsidiary"  shall mean each Subsidiary of the Borrower,  which
for the four most recently  completed fiscal quarters of the Borrower  accounted
for more  than four  percent  (4%) of total  revenues  of the  Borrower  and its
Subsidiaries on a consolidated basis and/or more than four percent (4%) of total
assets of the Borrower and its Subsidiaries on a consolidated  basis;  provided,
that  notwithstanding  the  foregoing,  each of Signia  and ARC  shall,  for all
purposes hereof, be a Material Subsidiary;  and provided,  further, that, except
for that portion of the thirty (30) day grace  period  utilized in order for the
Borrower to be in  compliance  with  Section  6.12 with  respect to any Material
Subsidiary,  at no time shall there be Subsidiaries of the Borrower that are not
Material  Subsidiaries if, for the four most recently  completed fiscal quarters
of the  Borrower,  such  Subsidiaries  that are not deemed or  designated by the
Borrower as Material  Subsidiaries,  account in the  aggregate for more than ten
percent  (10%) of total  revenues  of the  Borrower  and its  Subsidiaries  on a
consolidated  basis  and/or more than ten percent  (10%) of total  assets of the
Borrower and its Subsidiaries on a consolidated basis.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section  4001(a)(3)  of ERISA,  to which the Borrower or any ERISA  Affiliate
makes or is obligated to make  contributions,  or during the preceding five plan
years, has made or been obligated to make contributions.

      "Net Proceeds" shall mean with respect to any event, (a) the cash proceeds
received in respect of such event, including (i) any cash received in respect of
any  non?cash  proceeds,  but only as and when  received,  (ii) in the case of a
casualty,  insurance proceeds and (iii) in the case of a condemnation or similar
event,  condemnation awards and similar payments,  (b) net of the sum of (i) all
reasonable  fees  and  out-of-pocket  expenses  paid  by the  Borrower  and  its
Subsidiaries  to third parties in connection with such event,  including  legal,
accounting, banking and underwriting expenses, fees, discounts,  commissions and
other issuance expenses,  (ii) in the case of a sale,  transfer,  lease or other
disposition   of  an  asset   (including   pursuant  to  a  sale  and  leaseback
transaction), the amount of all payments required to be made by the Borrower and
its Subsidiaries as a result of such event to repay Indebtedness (other than the
Revolving Credit Loans) secured by such asset or otherwise  subject to mandatory
payment  as a result of such  event and (iii) the  amount of all taxes  paid (or
reasonably  estimated to be payable) by the Borrower and the  Subsidiaries,  and
the amount of any reserves  established by the Borrower and the  Subsidiaries to
fund contingent  liabilities  reasonably  estimated to be payable,  in each case
during the year that such event  occurred or the next  succeeding  year and that
are directly  attributable  to such event (as determined  reasonably and in good
faith by the chief financial officer of the Borrower);  provided, however, that,
with respect to any casualty or other insured damage or  condemnation or similar
proceeding,  if the Borrower shall deliver a certificate of its chief  financial
officer to the Lender at the time of such  casualty or other  insured  damage or
condemnation  setting  forth the  Borrower's  intent to use the proceeds of such
casualty or other insured damage or condemnation to replace or repair the assets
that are the subject of such  casualty or other insured  damage or  condemnation
with  other  assets to be used in the same line of  business  within 180 days of
receipt  of such  proceeds  and no  Default  shall  have  occurred  and shall be
continuing  at the  time  of such  certificate  or at the  proposed  time of the
application  of such  proceeds,  such proceeds shall not constitute Net Proceeds
except to the extent  not so used at the end of such  180-day  period,  at which
time such proceeds shall be deemed Net Proceeds.


                                       18


      "Note" means a promissory note made by the Borrower in favor of the Lender
evidencing Loans made by the Lender, including the Revolving Credit Note and the
Term Note.

      "Obligations" means all advances to, and debts, liabilities,  obligations,
covenants  and  duties of, any Loan Party  arising  under any Loan  Document  or
otherwise  with  respect to any Loan,  or any Swap  Contracts of the Borrower to
which  the  Lender  or its  Affiliate  is a party  whether  direct  or  indirect
(including  those acquired by  assumption),  absolute or  contingent,  due or to
become due, now existing or hereafter  arising and  including  interest and fees
that accrue after the commencement by or against any Loan Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such  proceeding,  regardless  of whether  such  interest and fees are
allowed  claims in such  proceeding.  Without  limiting  the  generality  of the
foregoing,  the Obligations of the Loan Parties under the Loan Documents include
(a)  the  obligation  to  pay  principal,  interest,  charges,  expenses,  fees,
reasonable  attorneys'  fees and  disbursements,  indemnities  and other amounts
payable by any Loan Party under any Loan Document,  (b) any amounts owing to the
Lender or any  Affiliate  of the  Lender in respect  of any cash  management  or
treasury  management   arrangements  provided  to  the  Loan  Parties,  (c)  the
obligation  of any Loan Party to  reimburse  any amount in respect of any of the
foregoing that the Lender may,  after the occurrence and during the  continuance
of an Event of  Default,  elect to pay or advance on behalf of such Loan  Party,
and (d) any other obligations arising out of or under, based upon or relating to
the Loan  Documents or any Swap Contracts of the Borrower to which the Lender or
its Affiliate is a party.

      "Organization  Documents" means, (a) with respect to any corporation,  the
certificate  or  articles  of  incorporation  and the bylaws (or  equivalent  or
comparable  constitutive  documents with respect to any non-U.S.  jurisdiction);
(b) with respect to any limited liability  company,  the certificate or articles
of formation or organization  and operating  agreement;  and (c) with respect to
any  partnership,  joint venture,  trust or other form of business  entity,  the
partnership,  joint  venture  or other  applicable  agreement  of  formation  or
organization  and any  agreement,  instrument,  filing  or notice  with  respect
thereto  filed  in  connection  with  its  formation  or  organization  with the
applicable  Governmental  Authority  in the  jurisdiction  of its  formation  or
organization  and, if  applicable,  any  certificate or articles of formation or
organization of such entity.

      "Other  Taxes" means all present or future stamp or  documentary  taxes or
any other excise or property  taxes,  charges or similar levies arising from any
payment made  hereunder or under any other Loan Document or from the  execution,
delivery or enforcement  of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding  Amount" means (i) with respect to Revolving Credit Loans and
the Term Loan on any date, the aggregate  outstanding  principal  amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving
Credit Loans and the Term Loan, as the case may be,  occurring on such date, and
(ii) with  respect to any L/C  Obligations  on any date,  the amount of such L/C
Obligations  on such  date  after  giving  effect  to any L/C  Credit  Extension
occurring on such date and any other changes in the aggregate  amount of the L/C
Obligations as of such date,  including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.


                                       19


      "Participant" has the meaning specified in Section 10.06(c).

      "PBGC" means the Pension  Benefit  Guaranty  Corporation.  "Pension  Plan"
means any  "employee  pension  benefit plan" (as such term is defined in Section
3(2) of ERISA),  other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained  by the Borrower or any ERISA  Affiliate or
to which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute,  or in the case of a multiple  employer or other plan  described  in
Section  4064(a)  of  ERISA,  has  made  contributions  at any time  during  the
immediately preceding five plan years.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership,  Governmental Authority
or other entity.

      "Petra Series A Preferred Stock  Dividend" means the dividends  payable to
holders of Series A Preferred  Stock of the  Borrower  pursuant to the terms and
conditions of the Certificate of  Incorporation  of the Borrower,  as more fully
described in item #1 of Schedule 7.06.

      "Petra Series A Preferred Stock Redemption" means the reacquisition of the
Series A Preferred Stock of the Borrower pursuant to the terms and conditions of
the  Certificate of  Incorporation  of the Borrower,  as more fully described in
item #5 of Part (c) of Schedule 5.13.

      "Plan"  means any  "employee  benefit  plan" (as such term is  defined  in
Section 3(3) of ERISA)  established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA,  any ERISA
Affiliate.

      "Prepayment/Reduction Event" shall mean any of the following events:

      (i) any sale, transfer,  lease or other Disposition (including pursuant to
a sale  and  leaseback  transaction)  of any  property  of the  Borrower  or any
Subsidiary of the Borrower or any other Loan Party,  other than (i) Dispositions
expressly  permitted by this Agreement  (including the Disposition  described in
Section 7.05(g)) and (ii)  Dispositions  resulting in aggregate Net Proceeds not
exceeding $500,000 during any fiscal year of the Borrower; and/or

      (ii) any casualty or other insured damage to, or any taking under power of
eminent  domain or by  condemnation  or similar  proceeding  of, any property or
asset of the Borrower or any Subsidiary of the Borrower or any other Loan Party,
other than  casualties,  insured  damage or takings  resulting in aggregate  Net
Proceeds not exceeding $500,000 during any fiscal year.

      "Property" shall mean all types of real, personal, tangible, intangible or
mixed property.

      "Reduction  Event"  means an event by which the  Lender  shall  reduce the
Applicable Rate for Base Rate Loans and LIBOR Loans effective on May 1, 2006, if
and only if the Lender has determined, in its sole and absolute discretion, that
each of the following conditions have been satisfied: (i) during the period from
the Closing Date through and including March 31, 2006, the aggregate Outstanding
Amount of the Revolving  Credit Loans,  plus the  Outstanding  Amount of all L/C
Obligations for such period,  whenever  calculated,  did not exceed the Revolver
Borrowing Base (it being understood that if any inadvertent  overadvance  occurs
during such period,  a Reduction  Event shall not be  prohibited  so long as the
Borrower  takes  immediate   corrective   action  in  compliance  with  Sections
2.04(b)(i)  and  (b)(ii));  and (ii) at all times  during  the  period  from the
Closing Date through and  including  March 31, 2006,  and during any  subsequent
period through the time of the Lender's determination and notice to the Borrower
of the existence of a Reduction Event, no Default or Event of Default shall have
occurred or be continuing.


                                       20


      "Related  Parties"  means,  with  respect  to any  Person,  such  Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request  for Credit  Extension"  means (a) with  respect to a  Borrowing,
conversion or  continuation  of Revolving  Credit Loans, a Loan Notice,  and (b)
with respect to an L/C Credit Extension, a Letter of Credit Application.

      "Responsible Officer" means the chief executive officer,  president, chief
financial officer, controller, treasurer or assistant treasurer of a Loan Party.
Any document  delivered  hereunder that is signed by a Responsible  Officer of a
Loan  Party  shall be  conclusively  presumed  to have  been  authorized  by all
necessary  corporate,  partnership  and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively  presumed to have acted
on behalf of such Loan Party.

      "Restricted Payment" means any dividend or other distribution  (whether in
cash,  securities or other  property) with respect to any capital stock or other
Equity  Interest of the Borrower or any Subsidiary,  or any payment  (whether in
cash,  securities  or other  property),  including  any sinking  fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation or termination of any such capital stock or other Equity  Interest,
or on account of any return of capital to the Borrower's stockholders,  partners
or members (or the equivalent Person thereof).

      "Revolver  Borrowing Base" has the meaning  specified in the definition of
Borrowing Base.

      "Revolving Credit Availability Period" means the period from and including
the Closing Date to the earliest of (a) the Revolving  Credit Maturity Date, (b)
the date of termination of the commitment of the Lender to make Revolving Credit
Loans and of the  obligation  of the L/C  Issuer to make L/C  Credit  Extensions
pursuant to Section 8.02.

      "Revolving Credit Borrowing" means a Borrowing  consisting of simultaneous
Revolving Credit Loans of the same Type and, in the case of LIBOR Loans,  having
the same Interest Period made by the Lender pursuant to Section 2.01.

      "Revolving  Credit  Commitment" means the obligation of the Lender to make
Revolving  Credit Loans to the Borrower  (and the L/C Issuer to issue Letters of
Credit) as such  commitment  is  described  in Section  2.01(a) in an  aggregate
principal amount at any one time outstanding not to exceed  $4,500,000,  as such
amount may be adjusted from time to time in accordance with this Agreement.


                                       21


      "Revolving Credit Loan" has the meaning specified in Section 2.01(a).

      "Revolving  Credit  Maturity  Date"  means  the third  anniversary  of the
Closing Date.

      "Revolving Credit Note" means any Note evidencing a Revolving Credit Loan,
which Note shall be substantially in the form attached hereto as Exhibit B.

      "Rolling Four Quarters"  shall mean the  consecutive  twelve-month  period
computed  from  the last day of the most  recent  fiscal  quarter  to the day 12
months prior to such last day.

      "S&P"  means  Standard  &  Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "SEC" means the Securities and Exchange  Commission,  or any  Governmental
Authority succeeding to any of its principal functions.

      "Security Laws" means the Securities Act of 1933, the Securities  Exchange
Act  of  1934,   Sarbanes-Oxley  and  the  applicable  accounting  and  auditing
principles, rules, standards and practices promulgated, approved or incorporated
by the Securities Exchange Commission or the Public Company Accounting Oversight
Board,  as each of the foregoing may be amended and in effect on any  applicable
date hereunder.

      "Security  Agreement" shall mean one or more Security  Agreements  between
each Loan Party and the  Lender,  as the same may be  amended,  supplemented  or
otherwise modified from time to time.

      "Security  Documents" shall mean collectively,  (i) upon the execution and
delivery thereof, a Security Agreement delivered by each Loan Party, the Uniform
Commercial  Code  financing  statements,  and (ii)  all  documents  executed  or
delivered in connection with any of the foregoing.

      "Shareholders'   Equity"   means,   as  of  any  date  of   determination,
consolidated  shareholders'  equity of the Borrower and its  Subsidiaries  as of
that date determined in accordance with GAAP.

      "Signia" has the meaning specified in the recitals hereto.

      "Signia  Acquisition" has the meaning specified in the recitals hereto and
shall mean the acquisition by the Borrower of Signia in a manner in all respects
satisfactory to the Lender.

      "Signia  Acquisition  Documents" shall mean  collectively,  (i) the Signia
Purchase   Agreement  and  (ii)  all  other  documents  executed  in  connection
therewith, as each may be amended, supplemented or otherwise modified.


                                       22


      "Signia  Assets"  shall  mean the  assets  and  business  of Signia  being
acquired in the Signia Acquisition.

      "Signia Business" shall mean Signia's current operating  business,  which,
together with the Signia Assets and certain  liabilities  related thereto (other
than liabilities under the Loan Documents), is to be transferred to, and assumed
by, the Borrower on the Effective Date.

      "Subsidiary" of a Person means a corporation,  partnership, joint venture,
limited  liability  company or other business  entity of which a majority of the
shares of securities or other  interests  having  ordinary  voting power for the
election  of  directors  or other  governing  body  (other  than  securities  or
interests  having such power only by reason of the  happening of a  contingency)
are at the time  beneficially  owned,  or the  management  of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by  such  Person.  Unless  otherwise  specified,  all  references  herein  to  a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower,  and shall include  Signia and ARC (with all financial  statements
and covenants with respect to Signia and ARC given pro forma effect),  but shall
not refer to or include  Find.Com so long as the  Disposition in Section 7.05(g)
hereof is consummated as described therein.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit  derivative  transactions,  forward rate  transactions,  commodity swaps,
commodity options, forward commodity contracts,  equity or equity index swaps or
options,  bond or bond price or bond index  swaps or options or forward  bond or
forward bond price or forward bond index  transactions,  interest  rate options,
forward foreign exchange  transactions,  cap transactions,  floor  transactions,
collar  transactions,  currency  swap  transactions,  cross-currency  rate  swap
transactions,   currency   options,   spot  contracts,   or  any  other  similar
transactions or any  combination of any of the foregoing  (including any options
to enter  into any of the  foregoing),  whether or not any such  transaction  is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related  confirmations,  which are subject to the terms and
conditions  of, or governed  by, any form of master  agreement  published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange  Master  Agreement,  or any other  master  agreement  (any such  master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      "Swap  Termination  Value"  means,  in  respect  of any one or  more  Swap
Contracts,  after  taking into  account  the effect of any  legally  enforceable
netting agreement relating to such Swap Contracts,  (a) for any date on or after
the date such Swap  Contracts  have been  closed  out and  termination  value(s)
determined in accordance therewith,  such termination value(s),  and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts  (which may include a Lender or any Affiliate of a
Lender).

      "Synthetic  Lease  Obligation"  means the monetary  obligation of a Person
under (a) a so-called  synthetic,  off-balance  sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).


                                       23


      "Taxes"  means all  present  or future  taxes,  levies,  imposts,  duties,
deductions,  withholdings,  assessments,  fees or other  charges  imposed by any
Governmental  Authority,  including any interest,  additions to tax or penalties
applicable thereto.

      "Term Loan" has meaning specified in Section 2.01(b).

      "Term Loan Commitment" means the obligation of the Lender to make the Term
Loan to the  Borrower on the Closing  Date as such  commitment  is  described in
Section 2.01(b) in an aggregate principal amount at any one time outstanding not
to  exceed  $4,500,000,  as such  amount  may be  adjusted  from time to time in
accordance with this Agreement..

      "Term Maturity Date" means the date that is five years after the making of
such Term Loan.

      "Term Note" means the Note  evidencing the Term Loan,  which Note shall be
substantially in the form of Exhibit C.

      "Threshold Amount" means $500,000.

      "Total  Outstandings" means the aggregate  Outstanding Amount of all Loans
and all L/C Obligations.

      "Transaction  Documents" shall mean  collectively,  the Loan Documents and
the Acquisition Documents.

      "Type" means, with respect to a Loan, its character as a Base Rate Loan or
a LIBOR Loan.

      "Unfunded Pension  Liability" means the excess of a Pension Plan's benefit
liabilities  under Section  4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets,  determined in accordance with the  assumptions  used for
funding the Pension Plan pursuant to Section 412 of the Code for the  applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      1.02. Other Interpretive Provisions.  With reference to this Agreement and
each other Loan Document,  unless  otherwise  specified  herein or in such other
Loan Document:


                                       24


            (a) The  definitions  of terms  herein  shall  apply  equally to the
      singular and plural forms of the terms  defined.  Whenever the context may
      require, any pronoun shall include the corresponding  masculine,  feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without  limitation." The word "will"
      shall be  construed  to have  the  same  meaning  and  effect  as the word
      "shall." Unless the context requires  otherwise,  (i) any definition of or
      reference to any agreement,  instrument or other  document  (including any
      Organization  Document) shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise  modified  (subject  to any  restrictions  on  such  amendments,
      supplements  or  modifications  set  forth  herein  or in any  other  Loan
      Document),  (ii) any reference  herein to any Person shall be construed to
      include such Person's  successors and assigns,  (iii) the words  "herein,"
      "hereof"  and  "hereunder,"  and words of similar  import when used in any
      Loan  Document,  shall be construed to refer to such Loan  Document in its
      entirety and not to any particular provision thereof,  (iv) all references
      in a Loan Document to Articles,  Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to, the Loan Document in which such references  appear,  (v) any reference
      to  any  law  shall  include  all  statutory  and  regulatory   provisions
      consolidating,  amending  replacing  or  interpreting  such  law  and  any
      reference to any law or  regulation  shall,  unless  otherwise  specified,
      refer to such law or regulation as amended,  modified or supplemented from
      time to time, and (vi) the words "asset" and "property" shall be construed
      to have the same  meaning and effect and to refer to any and all  tangible
      and intangible assets and properties, including cash, securities, accounts
      and contract rights.

            (b) In the computation of periods of time from a specified date to a
      later  specified  date,  the word "from" means "from and  including;"  the
      words  "to"  and  "until"  each  mean  "to but  excluding;"  and the  word
      "through" means "to and including."

            (c)  Section  headings  herein and in the other Loan  Documents  are
      included  for  convenience  of  reference  only and shall not  affect  the
      interpretation of this Agreement or any other Loan Document.

      1.03.   Accounting   Terms.  (a)  Generally.   All  accounting  terms  not
specifically or completely defined herein shall be construed in conformity with,
and  all  financial  data  (including   financial  ratios  and  other  financial
calculations)  required  to be  submitted  pursuant to this  Agreement  shall be
prepared in conformity  with,  GAAP applied on a consistent  basis, as in effect
from time to time,  applied in a manner  consistent  with that used in preparing
the Audited Financial Statements,  except as otherwise  specifically  prescribed
herein.

      (a)  Changes in GAAP.  If at any time any change in GAAP would  affect the
computation  of any  financial  ratio  or  requirement  set  forth  in any  Loan
Document,  and either the Borrower or the Lender  shall so request,  the Lender,
the Lenders and the Borrower  shall  negotiate in good faith to amend such ratio
or requirement  to preserve the original  intent thereof in light of such change
in GAAP  (subject  to the  approval  of the  Lender);  provided  that,  until so
amended,  (i)  such  ratio or  requirement  shall  continue  to be  computed  in
accordance  with GAAP prior to such change  therein and (ii) the Borrower  shall
provide to the Lenders financial  statements and other documents  required under
this   Agreement  or  as  reasonably   requested   hereunder   setting  forth  a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.

      1.04.  Rounding.  Any  financial  ratios  required to be maintained by the
Borrower  pursuant  to this  Agreement  shall  be  calculated  by  dividing  the
appropriate  component by the other component,  carrying the result to one place
more than the  number of places by which  such  ratio is  expressed  herein  and
rounding  the result up or down to the nearest  number  (with a  rounding-up  if
there is no nearest number).


                                       25


      1.05. Times of Day. Unless otherwise  specified,  all references herein to
times of day shall be  references  to Eastern time  (daylight  or  standard,  as
applicable).

      1.06. Letter of Credit Amounts. Unless otherwise specified, all references
herein to the  amount of a Letter of Credit at any time  shall be deemed to mean
the  maximum  face amount of such Letter of Credit  after  giving  effect to all
increases thereof  contemplated by such Letter of Credit or the Issuer Documents
related  thereto,  whether or not such  maximum face amount is in effect at such
time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01. Revolving Credit Loans and Term Loan.

      (a) Subject to the terms and conditions set forth herein and except as set
forth in Section  2.01(c)  hereof,  the Lender agrees to make  revolving  credit
loans (each such loan, a "Revolving  Credit  Loan") to the Borrower from time to
time, on any Business Day during the  Revolving  Credit  Availability  Period of
which the aggregate  principal  amount of Revolving Credit Loans at any one time
outstanding shall not exceed the lesser of (x) (i) when applicable, the Revolver
Borrowing  Base, or (ii) at all other times,  the  Borrowing  Base less the then
outstanding principal amount of the Term Loan, or (y) $4,500,000, as such amount
may  be  reduced  as  provided  in  this   Agreement  (the   "Revolving   Credit
Commitment");  provided, however, that after giving effect to any Borrowing, (i)
the Total Outstandings shall not exceed the Aggregate  Commitment,  and (ii) the
aggregate Outstanding Amount of the Revolving Credit Loans, plus the Outstanding
Amount of all L/C Obligations shall not exceed the Revolving Credit  Commitment.
During the  Revolving  Credit  Availability  Period,  the  Borrower  may use the
Revolving Credit  Commitment for obtaining  Revolving Credit Loans by borrowing,
paying,  prepaying in whole or in part and reborrowing on a revolving basis, all
in accordance with the terms and conditions  hereof.  Revolving Credit Loans may
be Base Rate Loans or LIBOR Loans, as further provided herein.

      (b)  Subject  to the terms and  conditions  set forth  herein,  the Lender
agrees to make a single term loan to the  Borrower on the  Closing  Date,  in an
amount  equal to the Term Loan  Commitment  (such  term loan being  referred  to
herein as the "Term Loan");  provided,  however, that no such Term Loan shall be
made if after giving effect  thereto,  the Total  Outstandings  shall exceed the
Aggregate  Commitment.  Principal  amounts of the Term Loan which are prepaid or
repaid, in whole or in part, may not be reborrowed.  The Term Loan may be a Base
Rate Loan or LIBOR Loan, as further provided herein.

      (c)   Subject  to  the  terms  and   conditions   set  forth   herein  and
notwithstanding  anything  herein to the  contrary  (including  Section  2.01(a)
hereof),  commencing with the second quarter of the Borrower's fiscal year 2006,
the Total  Outstandings shall not at any time exceed the lesser of the Aggregate
Commitment or the Borrowing Base.


                                       26


      2.02. Borrowings, Conversions and Continuations of Loans.

      (a) Each  Borrowing,  each conversion of Loans from one Type to the other,
and  each  continuation  of  LIBOR  Loans  shall  be made  upon  the  Borrower's
irrevocable  notice to the Lender,  which may be given by  telephone.  Each such
notice  must be  received  by the Lender  not later  than  11:00 a.m.  (i) three
Business Days prior to the requested date of any Borrowing of,  conversion to or
continuation  of LIBOR  Loans or of any  conversion  of LIBOR Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each
telephonic  notice by the  Borrower  pursuant to this  Section  2.02(a)  must be
confirmed  promptly  by  delivery  to  the  Lender  of a  written  Loan  Notice,
appropriately  completed  and signed by a  Responsible  Officer of the Borrower.
Each Borrowing of,  conversion to or  continuation  of LIBOR Loans shall be in a
principal  amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each  Borrowing  of or  conversion  to Base Rate Loans  shall be in a  principal
amount of $150,000 or a whole multiple of $50,000 in excess  thereof.  Each Loan
Notice (whether telephonic or written) shall specify (i) whether the Borrower is
requesting  a  Revolving  Credit  Borrowing  or a  Borrowing  of a Term Loan,  a
conversion  of Loans  from one Type to the  other,  or a  continuation  of LIBOR
Loans, (ii) the requested date of the Borrowing,  conversion or continuation, as
the case may be (which shall be a Business Day),  (iii) the principal  amount of
Loans  to be  borrowed,  converted  or  continued,  (iv) the Type of Loans to be
borrowed or to which existing Loans are to be converted,  and (v) if applicable,
the duration of the Interest Period with respect thereto.  If the Borrower fails
to specify a Type of Loan in a Loan  Notice or if the  Borrower  fails to give a
timely notice requesting a conversion or continuation, then the applicable Loans
shall  be made as,  or  converted  to,  Base  Rate  Loans.  Any  such  automatic
conversion  to Base  Rate  Loans  shall be  effective  as of the last day of the
Interest  Period then in effect with respect to the applicable  LIBOR Loans.  If
the Borrower  requests a Borrowing of,  conversion to, or  continuation of LIBOR
Loans in any such Loan Notice,  but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.

      (b) Upon  satisfaction  of the applicable  conditions set forth in Section
4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Lender shall make all funds  available to the Borrower  either by (i)  crediting
the  account of the  Borrower on the books of the Lender with the amount of such
funds or (ii) wire  transfer  of such  funds,  in each case in  accordance  with
instructions  provided  to (and  reasonably  acceptable  to) the  Lender  by the
Borrower.

      (c) Except as otherwise  provided herein, a LIBOR Loan may be continued or
converted only on the last day of an Interest Period for such LIBOR Loan. During
the  existence  of a Default,  no Loans may be  requested  as,  converted  to or
continued as LIBOR Loans without the consent of the Lender.

      (d) The Lender shall  promptly  notify the Borrower and the Lenders of the
interest  rate   applicable  to  any  Interest   Period  for  LIBOR  Loans  upon
determination  of such  interest  rate.  At any time that  Base  Rate  Loans are
outstanding,  the Lender shall notify the Borrower and the Lenders of any change
in Bank of  America's  prime  rate used in  determining  the Base Rate  promptly
following the public announcement of such change.


                                       27


      (e) After giving effect to all  Borrowings,  all conversions of Loans from
one Type to the other,  and all  continuations  of Loans as the same Type, there
shall not be more than ten (10)  Interest  Periods  in effect  with  respect  to
Loans.

      2.03. Letters of Credit.

      (a) The Letter of Credit Commitment.

      (i)  Subject to the terms and  conditions  set forth  herein,  (A) the L/C
Issuer  agrees,  in reliance  upon the agreement of the Lender set forth in this
Section  2.03,  (1) from time to time on any Business Day during the period from
the Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit for the  account of the  Borrower  or its  Subsidiaries,  and to amend or
extend Letters of Credit  previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit;  provided that
after giving  effect to any L/C Credit  Extension  with respect to any Letter of
Credit, (x) the Total  Outstandings  shall not exceed the Aggregate  Commitment,
(y) the aggregate  Outstanding  Amount of the Revolving  Credit Loans,  plus the
Outstanding Amount of all L/C Obligations, shall not exceed the Revolving Credit
Commitment,  and (z) the  Outstanding  Amount of the L/C  Obligations  shall not
exceed the Letter of Credit  Sublimit.  Each  request  by the  Borrower  for the
issuance  or  amendment  of  a  Letter  of  Credit  shall  be  deemed  to  be  a
representation  by the  Borrower  that the L/C  Credit  Extension  so  requested
complies with the conditions set forth in the proviso to the preceding sentence.
Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrower's  ability to obtain  Letters of Credit shall be fully  revolving,  and
accordingly  the Borrower may,  during the foregoing  period,  obtain Letters of
Credit to replace  Letters of Credit  that have  expired or that have been drawn
upon and reimbursed.

      (ii) The L/C Issuer shall not issue any Letter of Credit, if:

      (A) subject to Section  2.03(b)(iii),  the expiry  date of such  requested
Letter of Credit would occur more than twelve  months after the date of issuance
or last extension, unless the Lender has approved such expiry date; or

      (B) the expiry date of such  requested  Letter of Credit would occur after
the Letter of Credit  Expiration  Date,  unless  Lender has approved such expiry
date.

      (iii) The L/C Issuer shall not be under any obligation to issue any Letter
of Credit if:

      (A) any  order,  judgment  or  decree  of any  Governmental  Authority  or
arbitrator  shall by its terms purport to enjoin or restrain the L/C Issuer from
issuing such Letter of Credit,  or any Law  applicable  to the L/C Issuer or any
request  or  directive  (whether  or not  having  the  force  of law)  from  any
Governmental  Authority with jurisdiction over the L/C Issuer shall prohibit, or
request  that the L/C Issuer  refrain  from,  the  issuance of letters of credit
generally  or such Letter of Credit in  particular  or shall impose upon the L/C
Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement  (for which the L/C Issuer is not otherwise  compensated  hereunder)
not in effect on the  Closing  Date,  or shall  impose  upon the L/C  Issuer any
unreimbursed  loss, cost or expense which was not applicable on the Closing Date
and which the L/C Issuer in good faith deems material to it;


                                       28


      (B) the  issuance  of such  Letter of  Credit  would  violate  one or more
policies of the L/C Issuer;

      (C) except as otherwise agreed by the Lender,  such Letter of Credit is in
an initial  face  amount  less than  $25,000 in the case of a standby  Letter of
Credit; or

      (D) such Letter of Credit is to be  denominated  in a currency  other than
Dollars.

      (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer
would  not be  permitted  at such  time to issue  such  Letter  of Credit in its
amended form under the terms hereof.

      (v) The L/C  Issuer  shall be under no  obligation  to amend any Letter of
Credit if (A) the L/C Issuer would have no obligation at such time to issue such
Letter  of Credit  in its  amended  form  under  the  terms  hereof,  or (B) the
beneficiary  of such Letter of Credit does not accept the proposed  amendment to
such Letter of Credit.

      (vi) The L/C Issuer  shall act on behalf of the Lender with respect to any
Letters of Credit issued by it and the documents associated  therewith,  and the
L/C Issuer  shall have all of the benefits  and  immunities  (A) provided to the
Lender  herein with respect to any acts taken or  omissions  suffered by the L/C
Issuer in  connection  with  Letters of Credit  issued by it or  proposed  to be
issued by it and Issuer Documents  pertaining to such Letters of Credit as fully
as if the term  "Lender"  included  the L/C Issuer with  respect to such acts or
omissions,  and (B) as  additionally  provided  herein  with  respect to the L/C
Issuer.

      (b)   Procedures   for  Issuance  and  Amendment  of  Letters  of  Credit;
Auto-Extension Letters of Credit.

      (i) Each Letter of Credit shall be issued or amended,  as the case may be,
upon the request of the  Borrower  delivered  to the L/C Issuer in the form of a
Letter  of  Credit  Application,   appropriately   completed  and  signed  by  a
Responsible  Officer of the Borrower.  Such Letter of Credit Application must be
received by the L/C Issuer not later than 11:00 a.m. at least two Business  Days
(or such  later  date  and  time as the L/C  Issuer  may  agree in a  particular
instance in its sole discretion)  prior to the proposed issuance date or date of
amendment,  as the case may be. In the case of a request for an initial issuance
of a Letter of Credit,  such Letter of Credit  Application shall specify in form
and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested  Letter of Credit  (which  shall be a  Business  Day);  (B) the amount
thereof;  (C)  the  expiry  date  thereof;  (D)  the  name  and  address  of the
beneficiary  thereof;  (E) the documents to be presented by such  beneficiary in
case of any  drawing  thereunder;  (F) the full  text of any  certificate  to be
presented by such  beneficiary in case of any drawing  thereunder;  and (G) such
other  matters as the L/C Issuer may  require.  In the case of a request  for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail  satisfactory  to the L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as the L/C Issuer may require.  Additionally, the Borrower shall furnish
to the L/C Issuer  such  other  documents  and  information  pertaining  to such
requested  Letter  of  Credit  issuance  or  amendment,   including  any  Issuer
Documents, as the L/C Issuer may require.


                                       29


      (ii) Promptly  after receipt of any Letter of Credit  Application,  unless
the L/C Issuer has determined or received written notice from any Loan Party, at
least one Business Day prior to the  requested  date of issuance or amendment of
the  applicable  Letter  of  Credit,  that  one or  more  applicable  conditions
contained in Article IV shall not then be satisfied,  then, subject to the terms
and conditions  hereof,  the L/C Issuer shall,  on the requested  date,  issue a
Letter of Credit for the account of the Borrower (or the applicable  Subsidiary)
or enter  into the  applicable  amendment,  as the case may be,  in each case in
accordance with the L/C Issuer's usual and customary business practices.

      (iii) If the  Borrower  so  requests  in any  applicable  Letter of Credit
Application,  the L/C Issuer may, in its sole and absolute discretion,  agree to
issue a Letter of Credit  that has  automatic  extension  provisions  (each,  an
"Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter
of Credit must permit the L/C Issuer to prevent any such extension at least once
in each twelve-month period (commencing with the date of issuance of such Letter
of Credit) by giving  prior notice to the  beneficiary  thereof not later than a
day (the  "Non-Extension  Notice Date") in each such  twelve-month  period to be
agreed  upon at the time  such  Letter of Credit  is  issued.  Unless  otherwise
directed  by the L/C  Issuer,  the  Borrower  shall  not be  required  to make a
specific   request  to  the  L/C  Issuer  for  any  such   extension.   Once  an
Auto-Extension  Letter of Credit has been issued,  the Lender shall be deemed to
have  authorized (but may not require) the L/C Issuer to permit the extension of
such Letter of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided,  however, that the L/C Issuer shall not permit
any such  extension  if the L/C  Issuer  has  determined  that it  would  not be
permitted,  or would have no  obligation,  at such time to issue such  Letter of
Credit in its revised  form (as  extended)  under the terms hereof (by reason of
the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or that
one or more of the applicable  conditions  specified in Section 4.02 is not then
satisfied.

      (iv) Promptly  after its delivery of any Letter of Credit or any amendment
to a Letter  of Credit  to an  advising  bank  with  respect  thereto  or to the
beneficiary thereof, the L/C Issuer will also deliver to the Borrower a true and
complete copy of such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

      (i) Upon  receipt  from the  beneficiary  of any  Letter  of Credit of any
notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the
Borrower  thereof.  Not later than 11:00 a.m.  on the date of any payment by the
L/C  Issuer  under a Letter of Credit  (each such date,  an "Honor  Date"),  the
Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such
drawing.  If the Borrower fails to so reimburse the L/C Issuer by such time, the
L/C Issuer shall promptly  notify the Lender of the Honor Date and the amount of
the  unreimbursed  drawing  (the  "Unreimbursed  Amount").  In such  event,  the
Borrower  shall be deemed to have requested a Borrowing of Base Rate Loans to be
disbursed  on the Honor  Date in an  amount  equal to the  Unreimbursed  Amount,
without  regard to the minimum and  multiples  specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitment and the conditions set forth in Section 4.02
(other than the delivery of a Loan  Notice).  Any notice given by the L/C Issuer
pursuant to this Section  2.03(c)(i)  may be given by  telephone if  immediately
confirmed in writing;  provided that the lack of such an immediate  confirmation
shall not affect the conclusiveness or binding effect of such notice.


                                       30


      (ii) The Lender shall upon any notice pursuant to Section  2.03(c)(i) make
funds  available  for the  account of the L/C  Issuer in an amount  equal to the
Unreimbursed  Amount not later than 1:00 p.m. on the Business  Day  specified in
such notice, whereupon,  subject to the provisions of Section 2.03(c)(iii),  the
Lender  shall be deemed to have  made a Base Rate Loan to the  Borrower  in such
amount.

      (iii) With respect to any Unreimbursed Amount that is not fully refinanced
by a Borrowing of Base Rate Loans  because the  conditions  set forth in Section
4.02 cannot be satisfied or for any other reason,  the Borrower  shall be deemed
to have  incurred  from the L/C  Issuer an L/C  Borrowing  in the  amount of the
Unreimbursed Amount that is not so refinanced,  which L/C Borrowing shall be due
and payable on demand  (together  with  interest) and shall bear interest at the
Default Rate.

      (iv) The Lender's obligation to make Loans to reimburse the L/C Issuer for
amounts drawn under Letters of Credit,  as contemplated by this Section 2.03(c),
shall  be  absolute  and   unconditional  and  shall  not  be  affected  by  any
circumstance,  including (A) any setoff,  counterclaim,  recoupment,  defense or
other right which such Lender may have  against the L/C Issuer,  the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a  Default,  or (C) any other  occurrence,  event or  condition,  whether or not
similar to any of the foregoing; provided, however, that the Lender's obligation
to make Loans pursuant to this Section  2.03(c) is subject to the conditions set
forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No
such making of a Loan shall  relieve or otherwise  impair the  obligation of the
Borrower to  reimburse  the L/C Issuer for the amount of any payment made by the
L/C Issuer  under any Letter of  Credit,  together  with  interest  as  provided
herein.

      (d) Obligations Absolute.  The obligation of the Borrower to reimburse the
L/C Issuer for each  drawing  under each  Letter of Credit and to repay each L/C
Borrowing shall be absolute,  unconditional  and irrevocable,  and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

      (i) any lack of validity or enforceability of such Letter of Credit,  this
Agreement, or any other Loan Document;

      (ii) the existence of any claim,  counterclaim,  setoff,  defense or other
right that the  Borrower  or any  Subsidiary  may have at any time  against  any
beneficiary  or any  transferee of such Letter of Credit (or any Person for whom
any such  beneficiary or any such  transferee may be acting),  the L/C Issuer or
any other Person,  whether in connection with this Agreement,  the  transactions
contemplated  hereby or by such Letter of Credit or any  agreement or instrument
relating thereto, or any unrelated transaction;

      (iii) any draft,  demand,  certificate or other document  presented  under
such Letter of Credit proving to be forged, fraudulent,  invalid or insufficient
in any  respect or any  statement  therein  being  untrue or  inaccurate  in any
respect;  or any loss or delay in the  transmission or otherwise of any document
required in order to make a drawing under such Letter of Credit;


                                       31


      (iv) any  payment by the L/C Issuer  under such  Letter of Credit  against
presentation  of a draft or certificate  that does not strictly  comply with the
terms of such Letter of Credit; or any payment made by the L/C Issuer under such
Letter  of Credit  to any  Person  purporting  to be a  trustee  in  bankruptcy,
debtor-in-possession,   assignee  for  the  benefit  of  creditors,  liquidator,
receiver or other  representative  of or  successor  to any  beneficiary  or any
transferee of such Letter of Credit,  including  any arising in connection  with
any proceeding under any Debtor Relief Law; or

      (v) any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing,  including any other  circumstance that might otherwise
constitute  a defense  available  to, or a  discharge  of, the  Borrower  or any
Subsidiary.

      The Borrower  shall  promptly  examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance  with  the  Borrower's  instructions  or other  irregularity,  the
Borrower  will  immediately  notify  the  L/C  Issuer.  The  Borrower  shall  be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (e) Role of L/C Issuer.  The Lender and the Borrower agree that, in paying
any  drawing  under a  Letter  of  Credit,  the L/C  Issuer  shall  not have any
responsibility to obtain any document (other than any sight draft,  certificates
and  documents  expressly  required by the Letter of Credit) or to  ascertain or
inquire as to the validity or accuracy of any such  document or the authority of
the Person executing or delivering any such document.  None of the L/C Issuer or
any of their respective  Related Parties nor any  correspondent,  participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.03(d); provided, however, that
anything in such clauses to the contrary notwithstanding,  the Borrower may have
a  claim  against  the L/C  Issuer,  and the L/C  Issuer  may be  liable  to the
Borrower,  to the extent,  but only to the extent,  of any direct, as opposed to
consequential or exemplary,  damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C  Issuer's  willful  failure to pay under any Letter of Credit  after the
presentation  to it by the  beneficiary  of a  sight  draft  and  certificate(s)
strictly  complying  with the terms and  conditions  of a Letter of  Credit.  In
furtherance  and not in limitation of the  foregoing,  the L/C Issuer may accept
documents that appear on their face to be in order,  without  responsibility for
further investigation,  regardless of any notice or information to the contrary,
and the L/C Issuer shall not be  responsible  for the validity or sufficiency of
any instrument  transferring  or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits  thereunder or proceeds  thereof,  in
whole or in part, which may prove to be invalid or ineffective for any reason.

      (f) Cash Collateral. Upon the request of the Lender, (i) if the L/C Issuer
has honored any full or partial  drawing  request under any Letter of Credit and
such drawing has resulted in an L/C  Borrowing,  or (ii) if, as of the Letter of
Credit  Expiration Date, any L/C Obligation for any reason remains  outstanding,
the  Borrower  shall,  in each case,  immediately  Cash  Collateralize  the then
Outstanding  Amount of all L/C Obligations.  Sections 2.04 and 8.02(c) set forth
certain  additional  requirements  to deliver  Cash  Collateral  hereunder.  For
purposes  of  this  Section  2.03,  Section  2.04  and  Section  8.02(c),  "Cash
Collateralize"  means to pledge and deposit  with or deliver to the Lender,  for
the benefit of the L/C Issuer,  as collateral for the L/C  Obligations,  cash or
deposit  account  balances  pursuant  to  documentation  in form  and  substance
satisfactory to the L/C Issuer (which  documents are hereby  consented to by the
Lender).  Derivatives  of such term have  corresponding  meanings.  The Borrower
hereby grants to the L/C Issuer and the Lender, a security  interest in all such
cash,  deposit  accounts  and  all  balances  therein  and all  proceeds  of the
foregoing. Cash Collateral shall be maintained in blocked,  non-interest bearing
deposit accounts at the Lender or Bank of America.


                                       32


      (g)  Applicability  of ISP. Unless  otherwise  expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued,  (i) the rules of the
ISP shall apply to each standby Letter of Credit.

      (h) Letter of Credit Fees.  The Borrower  shall pay to the Lender a Letter
of Credit fee (the  "Letter of Credit  Fee") for each  standby  Letter of Credit
equal to the  Applicable  Rate times the daily  maximum  amount  available to be
drawn under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). Letter of Credit Fees shall be (i) computed
on a quarterly  basis in arrears and (ii) due and payable on the first  Business
Day after the end of each March, June,  September and December,  commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit  Expiration  Date and  thereafter  on  demand.  If there is any
change in the  Applicable  Rate during any quarter,  the daily maximum amount of
each standby Letter of Credit shall be computed and multiplied by the Applicable
Rate  separately for each period during such quarter that such  Applicable  Rate
was in effect.  Notwithstanding anything to the contrary contained herein, while
any Event of  Default  exists,  all Letter of Credit  Fees  shall  accrue at the
Default Rate.

      (i)  Processing  Charges  Payable to L/C Issuer.  The  Borrower  shall pay
directly  to the  L/C  Issuer  for  its  own  account  the  customary  issuance,
presentation,  amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect.  Such  customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

      (j) Conflict with Issuer  Documents.  In the event of any conflict between
the terms  hereof and the terms of any Issuer  Document,  the terms hereof shall
control.

      (k)  Letters of Credit  Issued for  Subsidiaries.  Notwithstanding  that a
Letter  of  Credit  issued  or  outstanding  hereunder  is  in  support  of  any
obligations  of, or is for the account of, a Subsidiary,  the Borrower  shall be
obligated to reimburse the L/C Issuer  hereunder for any and all drawings  under
such Letter of Credit.  The Borrower  hereby  acknowledges  that the issuance of
Letters of Credit for the account of  Subsidiaries  inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

      2.04. Prepayments.

      (a) Voluntary. The Borrower may, upon notice to the Lender, at any time or
from time to time  voluntarily  prepay Loans in whole or in part without premium
or  penalty;  provided  that (i) such  notice must be received by the Lender not
later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of
LIBOR  Loans  and (B) on the date of  prepayment  of Base Rate  Loans;  (ii) any
prepayment of LIBOR Loans shall be in a principal  amount of $500,000 or a whole
multiple of $100,000 in excess  thereof;  and (iii) any  prepayment of Base Rate
Loans shall be in a principal  amount of $150,000 or a whole multiple of $50,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then  outstanding.  Each such notice  shall  specify the date and amount of such
prepayment  and the Type(s) of Loans to be  prepaid.  If such notice is given by
the Borrower,  the Borrower  shall make such  prepayment  and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a LIBOR Loan shall be  accompanied by all accrued  interest on
the amount prepaid,  together with any additional  amounts required  pursuant to
Section  3.05.  Any partial  prepayment of the Term Loan shall be applied to the
last  maturing  installments  in inverse order or their  maturities.  Any amount
prepaid on account of a Revolving  Credit Loan may be  reborrowed  in accordance
with the provisions of Section 2.1 hereof.


                                       33


      (b) Mandatory.

            (i) If, after March 31, 2006, for any reason, the Total Outstandings
at any time exceed the lesser of the Borrowing Base or the Aggregate  Commitment
then in effect,  the Borrower shall immediately prepay Revolving Credit Loans in
an aggregate  amount equal to such excess,  and  thereafter if there is still an
excess, Cash Collateralize the L/C Obligations, and thereafter if there is still
an excess, prepay the then outstanding Term Loan to the extent of such excess.

            (ii) If,  at any  time for any  reason,  the  aggregate  outstanding
principal  amount of  Revolving  Credit  Loans and L/C  Obligations  exceeds the
lesser of, when applicable,  the Revolver Borrowing Base or the Revolving Credit
Commitment,  the Borrower shall immediately prepay Revolving Credit Loans and/or
Cash  Collateralize  the L/C  Obligations  in an aggregate  amount equal to such
excess;  provided,  however,  that the  Borrower  shall not be  required to Cash
Collateralize  the L/C  Obligations  pursuant to this  Section  unless after the
prepayment in full of the Revolving Credit Loans, the L/C Obligations exceed the
lesser of, when applicable,  the Revolver Borrowing Base or the Revolving Credit
Commitment then in effect.

            (iii) The Borrower shall prepay  outstanding  Revolving Credit Loans
(and thereafter,  Cash Collateralize the L/C Obligations),  within five Business
Days after financial  statements have been delivered pursuant to Section 6.01(a)
and the related  Compliance  Certificate has been delivered  pursuant to Section
6.02(b),  in an amount  equal to the net  proceeds  of Excess  Cash Flow for the
fiscal year covered by such financial  statements;  provided,  however,  that no
such prepayment shall cause a reduction in the Revolving Credit Commitment;  and
provided,  further,  that, the total prepayment  amount due and owing under this
sentence shall be reduced by the amount by which (A) the  Outstanding  Amount of
Revolving  Credit Loans as of the most recent  January 1 preceding  the date the
Section  6.01(a)  financial  statements  have been  delivered,  exceeds  (B) the
Outstanding  Amount of Revolving  Credit Loans as of the date of timely delivery
of said financial  statements,  if such difference is positive and solely to the
extent it reflects a net reduction in the Outstanding  Amount of Revolving Loans
during such period.

            (iv) In the event and on each  occasion  that any Net  Proceeds  are
received by or on behalf of the  Borrower or any  Subsidiary  of the Borrower or
any  other  Loan  Party in  respect  of any  Prepayment/Reduction  Event,  then,
immediately after such Net Proceeds are received,  the Borrower shall prepay the
then  outstanding  Term  Loan in an  amount  equal  to such  Net  Proceeds,  and
thereafter such Net Proceeds shall reduce the Revolving Credit Commitment.


                                       34


            (v) Unless otherwise specified herein, each mandatory  prepayment of
Loans shall be applied first to Term Loan  installments  in the inverse order of
maturity,  and second,  to Revolving Credit Loans. Each prepayment shall be made
together with accrued interest on the amount prepaid and any amounts required to
be paid pursuant to Section 3.05.  Within the parameters of the applications set
forth above,  prepayments  shall be applied first to Base Rate Loans and then to
LIBOR Loans in direct order of Interest Period maturities. All prepayments shall
be subject to Section 3.05. 2.05.  Termination or Reduction of Commitments.  The
Borrower  may,  upon  notice  to the  Lender,  terminate  the  Revolving  Credit
Commitment,  or from  time to  time  permanently  reduce  the  Revolving  Credit
Commitment;  provided  that (i) any such notice  shall be received by the Lender
not later than 11:00 a.m. five Business Days prior to the date of termination or
reduction,  (ii) any such partial  reduction shall be in an aggregate  amount of
$500,000 or any whole multiple of $500,000 in excess thereof, (iii) the Borrower
shall not terminate or reduce the Revolving  Credit  Commitment if, after giving
effect  thereto  and  to  any  concurrent  prepayments   hereunder,   the  Total
Outstandings would exceed the Aggregate Commitment, or the aggregate outstanding
Revolving  Credit Loans would exceed the Revolving Credit  Commitment.  All fees
accrued  until the effective  date of any  termination  of the Revolving  Credit
Commitment shall be paid on the effective date of such termination.

      2.06. Repayment of Loans.

      (a) The  Borrower  shall  repay to the  Lenders  on the  Revolving  Credit
Maturity  Date  the  aggregate   principal  amount  of  Revolving  Credit  Loans
outstanding on such date.

      (b) Unless  accelerated  sooner pursuant hereto,  the aggregate  principal
amount of the Term Loan  shall be repaid in twenty  (20)  consecutive  quarterly
principal  installments,  the first  nineteen (19) of which shall each be in the
amount of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) and payable on the
first day of each  January,  April,  July and October,  commencing  July 1, 2005
through and including  April 1, 2010,  and the final and  twentieth  (20th) such
principal installment shall be payable on the Term Maturity Date and shall be in
an amount  equal to the entire then  remaining  outstanding  principal  balance,
together with all accrued and unpaid interest.

      2.07. Interest.

      (a) Subject to the provisions of subsection (b) below, (i) each LIBOR Loan
shall  bear  interest  on the  outstanding  principal  amount  thereof  for each
Interest Period at a rate per annum equal to LIBOR for such Interest Period plus
the  Applicable  Rate;  (ii)  each Base Rate Loan  shall  bear  interest  on the
outstanding  principal  amount thereof from the  applicable  borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

      (b)  (i) If  any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration  or  otherwise,  such amount shall  thereafter  bear  interest at a
fluctuating interest rate per annum at all times until paid equal to the Default
Rate to the fullest extent permitted by applicable Laws.


                                       35


            (i) If any amount (other than  principal of any Loan) payable by the
Borrower  under any Loan  Document is not paid when due  (without  regard to any
applicable  grace  periods),  whether at stated  maturity,  by  acceleration  or
otherwise,  then upon the  request of the Lender,  such amount  until paid shall
thereafter  bear interest at a fluctuating  interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.

            (ii) Upon the  request  of the  Lender,  while any Event of  Default
exists,  the  Borrower  shall  pay  interest  on  the  principal  amount  of all
outstanding  Obligations  hereunder at a fluctuating  interest rate per annum at
all  times  equal  to the  Default  Rate  to the  fullest  extent  permitted  by
applicable Laws.

            (iii)  Accrued and unpaid  interest  on past due amounts  (including
interest on past due interest) shall be due and payable upon demand.

      (c)  Interest  on each Loan  shall be due and  payable  in arrears on each
Interest  Payment  Date  applicable  thereto  and at such other  times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the  terms  hereof  before  and  after  judgment,   and  before  and  after  the
commencement of any proceeding under any Debtor Relief Law.

      2.08. Fees.

      (a) Commitment  Fee. The Borrower shall pay to the Lender a commitment fee
equal to the  Applicable  Rate  times  the  actual  daily  amount  by which  the
Revolving  Credit  Commitment  exceeds the sum of (i) the Outstanding  Amount of
Revolving Credit Loans and (ii) the Outstanding  Amount of L/C Obligations.  The
commitment   fee  shall  accrue  at  all  times  during  the  Revolving   Credit
Availability  Period,  including  at any time  during  which  one or more of the
conditions  in Article IV is not met, and shall be due and payable  quarterly in
arrears on the last  Business Day of each March,  June,  September and December,
commencing  with the first such date to occur after the Closing Date, and on the
Maturity Date. The commitment fee shall be calculated  quarterly in arrears, and
if there is any change in the  Applicable  Rate during any  quarter,  the actual
daily amount shall be computed and multiplied by the Applicable  Rate separately
for each period during such quarter that such Applicable Rate was in effect.

      (b)  Origination  Fee. The Borrower shall pay to the Lender on the Closing
Date a $75,000  origination  fee,  which fee shall be in addition to the $25,000
acceptance  fee that Borrower paid to Lender upon  acceptance of the term sheet.
Such origination fee shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

      2.09.  Computation  of Interest  and Fees.  All  computations  of fees and
interest  shall be made on the basis of a 360-day  year and actual days  elapsed
(which  results  in more fees or  interest,  as  applicable,  being paid than if
computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which  the Loan is made,  and  shall  not  accrue  on a Loan,  or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall,  subject
to Section 2.12(a),  bear interest for one day. Each determination by the Lender
of an interest  rate or fee hereunder  shall be  conclusive  and binding for all
purposes, absent manifest error.


                                       36


      2.10. Evidence of Debt. The Loans made by the Lender shall be evidenced by
one or more accounts or records  maintained by the Lender in the ordinary course
of  business.  The  accounts  or  records  maintained  by the  Lender  shall  be
conclusive  absent  manifest error of the amount of the  Borrowings  made by the
Lender to the Borrower and the interest and payments thereon.  Any failure to so
record or any error in doing so shall not,  however,  limit or otherwise  affect
the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations.  Upon the request of the Lender, the Borrower shall execute and
deliver to the Lender a  Revolving  Credit  Note and a Term  Note,  which  shall
evidence the Lender's Loans in addition to such accounts or records.  The Lender
may  attach  schedules  to the  Notes and  endorse  thereon  the date,  Type (if
applicable), amount and maturity of the Loans and payments with respect thereto.

      2.11. Payments Generally.

      (a) General. All payments to be made by the Borrower shall be made without
condition or deduction  for any  counterclaim,  defense,  recoupment  or setoff.
Except as  otherwise  expressly  provided  herein,  all payments by the Borrower
hereunder shall be made to the Lender,  at the Lender's Office in Dollars and in
immediately  available  funds not later  than  2:00 p.m.  on the date  specified
herein.  All  payments  received by the Lender  after 2:00 p.m.  shall be deemed
received on the next succeeding  Business Day and any applicable interest or fee
shall  continue to accrue.  If any payment to be made by the Borrower shall come
due on a day  other  than a  Business  Day,  payment  shall  be made on the next
following  Business  Day,  and such  extension  of time  shall be  reflected  in
computing interest or fees, as the case may be.

      (b) Funding Source.  Nothing herein shall be deemed to obligate the Lender
to  obtain  the  funds  for any Loan in any  particular  place or  manner  or to
constitute  a  representation  by the Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01. Taxes.

      (a) Payments  Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower  hereunder or under any other Loan Document  shall be
made free and clear of and without  reduction or withholding for any Indemnified
Taxes or Other  Taxes,  provided  that if the  Borrower  shall  be  required  by
applicable law to deduct any Indemnified  Taxes (including any Other Taxes) from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this Section) the Lender receives an amount equal
to the sum it would have  received had no such  deductions  been made,  (ii) the
Borrower shall make such  deductions and (iii) the Borrower shall timely pay the
full amount deducted to the relevant  Governmental  Authority in accordance with
applicable law.


                                       37


      (b)  Payment  of  Other  Taxes  by  the  Borrower.  Without  limiting  the
provisions  of  subsection  (a) above,  the Borrower  shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c)  Indemnification  by the Borrower.  The Borrower  shall  indemnify the
Lender,  within  10 days  after  demand  therefor,  for the full  amount  of any
Indemnified  Taxes or Other Taxes  (including  Indemnified  Taxes or Other Taxes
imposed or asserted on or  attributable  to amounts  payable under this Section)
paid by the Lender, and any penalties,  interest and reasonable expenses arising
therefrom  or with respect  thereto,  whether or not such  Indemnified  Taxes or
Other  Taxes were  correctly  or legally  imposed or  asserted  by the  relevant
Governmental  Authority.  A  certificate  as to the  amount of such  payment  or
liability  delivered to the Borrower by the Lender  shall be  conclusive  absent
manifest error.

      (d)  Evidence of  Payments.  As soon as  practicable  after any payment of
Indemnified  Taxes or Other Taxes by the Borrower to a  Governmental  Authority,
the Borrower  shall deliver to the Lender the original or a certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Lender.

      (e) Treatment of Certain Refunds.  If the Lender  determines,  in its sole
discretion,  that it has  received  a refund of any  Taxes or Other  Taxes as to
which it has been  indemnified  by the  Borrower  or with  respect  to which the
Borrower has paid additional  amounts pursuant to this Section,  it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity
payments  made, or additional  amounts paid, by the Borrower  under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket  expenses of the  Lender,  and  without  interest  (other than any
interest  paid by the  relevant  Governmental  Authority  with  respect  to such
refund),  provided that the  Borrower,  upon the request of the Lender agrees to
repay the amount  paid over to the  Borrower  (plus any  penalties,  interest or
other charges imposed by the relevant  Governmental  Authority) to the Lender in
the event the  Lender is  required  to repay  such  refund to such  Governmental
Authority.  This subsection shall not be construed to require the Lender to make
available its tax returns (or any other  information  relating to its taxes that
it deems confidential) to the Borrower or any other Person.

      3.02.  Illegality.  If the  Lender  determines  that  any Law has  made it
unlawful,  or that any Governmental  Authority has asserted that it is unlawful,
for the Lender or its applicable Lending Office to make,  maintain or fund LIBOR
Loans,  or to  determine  or charge  interest  rates  based upon  LIBOR,  or any
Governmental Authority has imposed material restrictions on the authority of the
Lender to  purchase  or sell,  or to take  deposits  of,  Dollars  in the London
interbank  market,  then, on notice  thereof by the Lender to the Borrower,  any
obligation of the Lender to make or continue LIBOR Loans or to convert Base Rate
Loans to LIBOR Loans shall be suspended  until the Lender  notifies the Borrower
that the circumstances  giving rise to such  determination no longer exist. Upon
receipt of such notice, the Borrower shall, upon demand from the Lender,  prepay
or, if  applicable,  convert all LIBOR  Loans to Base Rate Loans,  either on the
last day of the Interest Period therefor, if the Lender may lawfully continue to
maintain  such LIBOR  Loans to such day, or  immediately,  if the Lender may not
lawfully  continue to maintain  such LIBOR Loans.  Upon any such  prepayment  or
conversion,  the  Borrower  shall  also pay  accrued  interest  on the amount so
prepaid or converted.


                                       38


      3.03.  Inability to Determine Rates. If the Lender determines that for any
reason in  connection  with any request for a LIBOR Loan or a  conversion  to or
continuation  thereof that (a) Dollar deposits are not being offered to banks in
the London interbank  eurodollar  market for the applicable  amount and Interest
Period of such LIBOR Loan,  (b) adequate and  reasonable  means do not exist for
determining  LIBOR for any requested  Interest Period with respect to a proposed
LIBOR Loan,  or (c) LIBOR for any  requested  Interest  Period with respect to a
proposed  LIBOR  Loan does not  adequately  and fairly  reflect  the cost to the
Lender of funding such Loan,  the Lender will  promptly so notify the  Borrower.
Thereafter,  the  obligation of the Lender to make or maintain LIBOR Loans shall
be suspended until the Lender revokes such notice.  Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation  of LIBOR Loans or, failing that,  will be deemed to have converted
such  request  into a request for a  Borrowing  of Base Rate Loans in the amount
specified therein.

      3.04. Increased Costs; Reserves on LIBOR Loans.

      (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve,  special deposit,
      compulsory loan,  insurance charge or similar  requirement  against assets
      of,   deposits  with  or  for  the  account  of,  or  credit  extended  or
      participated   in  by,  the  Lender   (except  any   reserve   requirement
      contemplated by Section 3.04(e));

            (ii)  subject  the  Lender  to any tax of any kind  whatsoever  with
      respect  to this  Agreement  or any LIBOR  Loan made by it, or change  the
      basis of taxation of payments to the Lender in respect thereof (except for
      Indemnified  Taxes  or  Other  Taxes  covered  by  Section  3.01  and  the
      imposition  of, or any change in the rate of, any  Excluded Tax payable by
      the Lender); or

            (iii) impose on the Lender or the London  interbank market any other
      condition, cost or expense affecting this Agreement or LIBOR Loans made by
      the Lender;

and the  result of any of the  foregoing  shall be to  increase  the cost to the
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make  any  such  Loan),  or to  reduce  the  amount  of any sum  received  or
receivable by the Lender hereunder (whether of principal,  interest or any other
amount) then,  upon request of the Lender,  the Borrower will pay to the Lender,
such  additional  amount or  amounts  as will  compensate  the  Lender  for such
additional costs incurred or reduction suffered.

      (b) Capital Requirements.  If the Lender determines that any Change in Law
affecting the Lender or any Lending Office of the Lender or the Lender's holding
company, if any, regarding capital  requirements has or would have the effect of
reducing  the rate of return on the  Lender's  capital or on the  capital of the
Lender's  holding  company,  if any, as a  consequence  of this  Agreement,  the
Aggregate  Commitment of the Lender or the Loans made by the Lender,  to a level
below that which the Lender or the Lender's  holding company could have achieved
but for such Change in Law (taking into  consideration the Lender's policies and
the policies of the Lender's holding company with respect to capital  adequacy),
then from time to time the  Borrower  will pay to the  Lender,  such  additional
amount or amounts as will compensate the Lender or the Lender's  holding company
for any such reduction suffered.


                                       39


      (c)  Certificates for  Reimbursement.  A certificate of the Lender setting
forth the amount or amounts  necessary to  compensate  the Lender or its holding
company,  as the case may be,  as  specified  in  subsection  (a) or (b) of this
Section and delivered to the Borrower shall be conclusive absent manifest error.
The  Borrower  shall  pay  the  Lender  the  amount  shown  as due  on any  such
certificate within 10 days after receipt thereof.

      (d)  Delay in  Requests.  Failure  or delay on the part of the  Lender  to
demand compensation  pursuant to the foregoing  provisions of this Section shall
not  constitute  a waiver of the  Lender's  right to demand  such  compensation,
provided  that the  Borrower  shall not be  required  to  compensate  the Lender
pursuant to the foregoing  provisions  of this Section for any  increased  costs
incurred or reductions suffered more than nine months prior to the date that the
Lender  notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of the Lender's intention to claim compensation therefor
(except  that,  if the  Change in Law  giving  rise to such  increased  costs or
reductions is retroactive, then the nine-month period referred to above shall be
extended to include the period of retroactive effect thereof).

      3.05.  Compensation  for  Losses.  Upon  demand of the Lender from time to
time, the Borrower shall promptly  compensate the Lender for and hold the Lender
harmless from any loss, cost or expense incurred by it as a result of:

      (a) any continuation,  conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other  than the last day of the  Interest  Period
for  such  Loan  (whether  voluntary,   mandatory,   automatic,   by  reason  of
acceleration, or otherwise);

      (b) any failure by the  Borrower  (for a reason  other than the failure of
the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other
than a Base Rate Loan on the date or in the amount notified by the Borrower; or

      (c) any assignment of a LIBOR Loan on a day other than the last day of the
Interest  Period  therefor as a result of a request by the Borrower  pursuant to
Section 10.13.

In furtherance  of the foregoing,  the Borrower shall pay to the Lender a "yield
maintenance  fee" in an amount computed as follows:  The current rate for United
States Treasury  securities (bills on a discounted basis shall be converted to a
bond equivalent) with a maturity date closest to the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made, shall be subtracted from
LIBOR in effect at the time of  prepayment.  If the result is zero or a negative
number,  there  shall be no yield  maintenance  fee. If the result is a positive
number,  then the resulting  percentage shall be multiplied by the amount of the
principal  balance being prepaid.  The resulting  amount shall be divided by 360
and  multiplied by the number of days  remaining in the term chosen  pursuant to
the Fixed Rate Election as to which the prepayment is made. Said amount shall be
reduced to present value calculated by using the above referenced  United States
Treasury  securities  rate and the number of days  remaining  in the term chosen
pursuant  to the  Fixed  Rate  Election  as to which  prepayment  is  made.  The
resulting  amount shall be the yield  maintenance fee due to the Lender upon the
payment  of a LIBOR  Loan.  Each  reference  in this  paragraph  to "Fixed  Rate
Election"  shall mean the  election by the  Borrower of a Loan to bear  interest
based on LIBOR.  If by  reason  of an Event of  Default,  the  Lender  elects to
declare the Loans and/or the Notes to be immediately  due and payable,  then any
yield  maintenance fee with respect to a LIBOR Loan shall become due and payable
in the same manner as though the Borrower has exercised such right of prepayment
including any loss of anticipated  profits and any loss or expense  arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower  shall also pay any  customary  administrative  fees charged by the
Lender in connection with the foregoing.


                                       40


      3.06.  Mitigation  Obligations.  If the Lender requests compensation under
Section  3.04, or the Borrower is required to pay any  additional  amount to the
Lender or any  Governmental  Authority for the account of the Lender pursuant to
Section 3.01, or if the Lender gives a notice pursuant to Section 3.02, then the
Lender shall use reasonable  efforts to designate a different Lending Office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of the Lender,  such  designation  or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  3.01 or 3.04,  as the case may be, in the
future,  or  eliminate  the need for the notice  pursuant  to Section  3.02,  as
applicable,  and  (ii) in  each  case,  would  not  subject  the  Lender  to any
unreimbursed cost or expense and would not otherwise be  disadvantageous  to the
Lender.  The Borrower  hereby  agrees to pay all  reasonable  costs and expenses
incurred by the Lender in connection with any such designation or assignment.

      3.07. Survival.  All of the Borrower's  obligations under this Article III
shall survive termination of the Aggregate Commitment and repayment of all other
Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO Credit Extensions

      4.01.  Conditions of Initial  Loans.  The obligation of the Lender and the
L/C  Issuer  to make its  initial  Credit  Extension  hereunder  is  subject  to
satisfaction of the following conditions precedent:

      (a) The  Lender's  receipt  of the  following,  each  of  which  shall  be
originals  or  telecopies  (followed  promptly by  originals)  unless  otherwise
specified,  each properly executed by a Responsible  Officer of the signing Loan
Party,  each  dated  the  Closing  Date  (or,  in the  case of  certificates  of
governmental  officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Lender:

            (i) executed counterparts of this Agreement, the Guaranty(ies),  the
      Security  Agreement(s)  and the other  Security  Documents,  sufficient in
      number for distribution to the Lender and the Borrower;

            (ii) a  Revolving  Credit  Note  and a  Term  Note  executed  by the
      Borrower in favor of the Lender;


                                       41


            (iii) such  certificates of resolutions or other action,  incumbency
      certificates  and/or other  certificates  of Responsible  Officers of each
      Loan Party as the Lender may require  evidencing  the identity,  authority
      and capacity of each  Responsible  Officer thereof  authorized to act as a
      Responsible  Officer in connection  with this Agreement and the other Loan
      Documents to which such Loan Party is a party;

            (iv) such documents and  certifications as the Lender may reasonably
      require to evidence that each Loan Party is duly organized or formed,  and
      that each of the Borrower and its  Subsidiaries  is validly  existing,  in
      good  standing and  qualified  to engage in business in each  jurisdiction
      where its  ownership,  lease or operation of  properties or the conduct of
      its  business  requires  such  qualification,  except to the  extent  that
      failure  to do so could not  reasonably  be  expected  to have a  Material
      Adverse Effect;

            (v) a favorable opinion of Kane Kessler,  P.C.,  counsel to the Loan
      Parties,  addressed  to the Lender,  in  substantially  the form  attached
      hereto in Exhibit G;

            (vi) a  certificate  of a  Responsible  Officer  of each Loan  Party
      either  (A)  attaching  copies of all  consents,  licenses  and  approvals
      required in connection  with the  execution,  delivery and  performance by
      such  Loan  Party and the  validity  against  such Loan  Party of the Loan
      Documents  to  which  it is a  party,  and  such  consents,  licenses  and
      approvals  shall be in full force and effect,  or (B) stating that no such
      consents, licenses or approvals are so required;

            (vii) a certificate signed by a Responsible  Officer of the Borrower
      certifying (A) that the conditions  specified in Sections 4.02(a), (b) and
      (d)  have  been  satisfied,  and (B)  that  there  has  been no  event  or
      circumstance  since the date of the Audited Financial  Statements that has
      had or could be reasonably expected to have, either individually or in the
      aggregate, a Material Adverse Effect;

            (viii)  a duly  completed  Pro-Forma  Compliance  Certificate  as of
      December  31,  2004  and  giving  effect  to  the   consummation   of  the
      transactions  contemplated  by  the  Transaction  Documents,  signed  by a
      Responsible Officer of the Borrower;

            (ix) evidence that all insurance required to be maintained  pursuant
      to the Loan Documents has been obtained and is in effect;

            (x)  evidence  that  each  Existing  Credit  Agreement  has  been or
      concurrently  with the  Closing  Date is being  terminated  and all  Liens
      securing  obligations  under each Existing  Credit  Agreement have been or
      concurrently with the Closing Date are being released;

            (xi)  promptly,  and in no event  later than 90 days  following  the
      Closing  Date,  executed  counterparts  of  a  landlord  waiver  agreement
      satisfactory  in form and  substance to the Lender,  covering the New York
      headquarters location of the Borrower, which are the leased premises where
      its principal books and records,  customer lists and principal  library is
      located;


                                       42


            (xii)  copies of, or  certificates  of the  issuing  companies  with
      respect to,  policies of insurance owned by each Loan Party covering or in
      any manner relating to the Collateral  together with endorsements  thereto
      that comply with the terms of the Security  Agreement(s) on an "Accord 27"
      form and are otherwise in form and substance  satisfactory  to the Lender,
      naming the Lender as  additional  insured and loss payee as its  interests
      may appear;

            (xiii) the results of searches  of the Uniform  Commercial  Code and
      other  Lien  filings  with  respect to each Loan Party in the State of New
      York and each other state in which a Loan Party conducts business and such
      searches shall disclose no Liens on any asset encumbered, except for Liens
      permitted  under  Section  7.01 or  Liens  terminated  on or  prior to the
      Closing Date;

            (xiv) the legal structure and capitalization of the Borrower and its
      Subsidiaries shall be reasonably satisfactory to the Lender;

            (xv) the Lender shall be  reasonably  satisfied (i) that there shall
      be no litigation or administrative  proceeding, or regulatory development,
      that would  reasonably be expected to have a Material  Adverse  Effect and
      (ii) with the current  status of, and the terms of any settlement or other
      resolution of, any  litigation or other  proceedings  brought  against the
      Borrower or any Subsidiary by or on behalf of its customers or competitors
      or by any Governmental Authority relating to its business;

            (xvi) a certificate of a Responsible Officer of the Borrower,  dated
      the date of this  Agreement,  in all respects  satisfactory  to the Lender
      certifying  that after giving  effect to the (i)  consummation  of the ARC
      Acquisition  and the Signia  Acquisition and the release or termination of
      all Liens  (other  than those of the Bank),  if any, on the ARC Assets and
      Signia  Assets,  and (ii) the  first  Borrowings  to be made,  to the best
      knowledge  of such  Responsible  Officer,  the  Borrower  and  each of its
      Subsidiaries is Solvent.

            (xvii) a certificate of a Responsible Officer of the Borrower, dated
      the date of this Agreement, in all respects satisfactory to the Lender (i)
      attaching a true and complete  copy of each of the fully  executed  Signia
      and ARC  Acquisition  Documents,  and (ii)  certifying  that (A) each such
      Acquisition  is in full  force and  effect,  (B) has been  consummated  in
      accordance with its respective Acquisition Documents,  and (C) no material
      adverse change in the business, assets,  liabilities,  financial condition
      or results of  operations  of the Signia  Business or the ARC Business has
      occurred.

            (xviii) to the extent not already  delivered in connection  with the
      foregoing  certificates,  a fully  executed  copy of each of the  Material
      Agreements,  in each case certified to be a true and complete copy thereof
      by a Responsible  Officer of the Borrower,  each of which shall be in form
      and substance satisfactory to the Lender.

            (xix) a Borrowing Base  Certificate  for the period ending  February
      28,  2005  (which  shall  include pro forma  calculation  of the  Eligible
      Accounts  Receivable  of ARC and  Signia),  as set forth in  Section  6.02
      hereof.


                                       43


            (xx) such other  assurances,  certificates,  documents,  consents or
      opinions as the Lender reasonably may require.

      (b) All fees and expenses  incurred by the Lender in  connection  with the
field examination conducted by Lender or its designee prior to the Closing Date,
and any other fees required to be paid on or before the Closing Date, shall have
been paid.

      (c) Unless  waived by the Lender,  the Borrower  shall have paid all fees,
charges and  disbursements of counsel to the Lender to the extent invoiced prior
to or on the Closing Date,  plus such additional  amounts of such fees,  charges
and  disbursements  as shall  constitute its  reasonable  estimate of such fees,
charges and  disbursements  incurred or to be incurred by it through the closing
proceedings  (provided that such estimate shall not thereafter  preclude a final
settling of accounts between the Borrower and the Lender).

      4.02. Conditions to all Credit Extensions. The obligation of the Lender to
honor any Request for Credit Extension (other than a Loan Notice requesting only
a conversion  of Loans to the other Type, or a  continuation  of LIBOR Loans) is
subject to the following conditions precedent:

      (a) The representations and warranties of the Borrower and each other Loan
Party contained in Article V or any other Loan Document,  or which are contained
in any  document  furnished  at any time  under  or in  connection  herewith  or
therewith,  shall be true and correct  (except  where already  qualified  with a
materiality  modifier)  in all  material  respects on and as of the date of such
Credit Extension,  except to the extent that such representations and warranties
specifically  refer to an  earlier  date,  in which  case they shall be true and
correct as of such  earlier  date,  and except that for purposes of this Section
4.02, the representations and warranties contained in subsections (a) and (b) of
Section  5.05 shall be deemed to refer to the most recent  statements  furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.

      (b) No Default  shall  exist,  or would result from such  proposed  Credit
Extension or from the application of the proceeds thereof.

      (c) The Lender  shall  have  received a Request  for Credit  Extension  in
accordance with the requirements hereof.

      (d)  Compliance  with Borrowing Base and Revolver  Borrowing  Base.  After
taking into account such Credit Extension,  Total  Outstandings shall not exceed
the Borrowing Base or the Revolver Borrowing Base, as applicable.

      Each  Request for Credit  Extension  (other than a Loan Notice  requesting
only a conversion of Loans to the other Type or a  continuation  of LIBOR Loans)
submitted by the Borrower  shall be deemed to be a  representation  and warranty
that the  conditions  specified  in  Sections  4.02(a),  (b) and (d)  have  been
satisfied on and as of the date of the applicable Credit Extension.


                                       44


                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that:

      5.01. Existence,  Qualification and Power; Compliance with Laws. Each Loan
Party (a) is duly  organized or formed,  validly  existing and in good  standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all  requisite  power and authority  and all  requisite  governmental  licenses,
authorizations,  consents  and  approvals to (i) own its assets and carry on its
business and (ii) execute,  deliver and perform its  obligations  under the Loan
Documents to which it is a party,  (c) is duly  qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership,  lease or
operation  of  properties   or  the  conduct  of  its  business   requires  such
qualification or license, and (d) is in compliance with all Laws; except in each
case referred to in clause (b)(i),  (c) or (d), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

      5.02. Authorization; No Contravention.

      (a) The  execution,  delivery and  performance  by each Loan Party of each
Loan  Document to which such Person is party,  have been duly  authorized by all
necessary corporate or other organizational  action, and do not and will not (a)
contravene  the  terms  of any of  such  Person's  Organization  Documents;  (b)
conflict  with or result in any breach or  contravention  of, or the creation of
any Lien  under,  or require  any  payment to be made under (i) any  Contractual
Obligation  to which  such  Person is a party or  affecting  such  Person or the
properties  of  such  Person  or any of its  Subsidiaries  or  (ii)  any  order,
injunction,  writ or decree of any Governmental  Authority or any arbitral award
to which such Person or its  property is subject;  or (c) violate any Law.  Each
Loan Party is in  compliance  with the  foregoing  representation  regarding all
Contractual  Obligations referred to in clause (b)(i) of this paragraph,  except
to the extent that failure to do so could not  reasonably  be expected to have a
Material Adverse Effect.

      (b) The  execution,  delivery and  performance  by each Loan Party of each
Acquisition Document to which such Person is party, have been duly authorized by
all necessary corporate or other organizational  action, and do not and will not
(a) contravene  the terms of any of such Person's  Organization  Documents;  (b)
conflict  with or result in any breach or  contravention  of, or the creation of
any Lien  under,  or require  any  payment to be made under (i) any  Contractual
Obligation  to which  such  Person is a party or  affecting  such  Person or the
properties  of  such  Person  or any of its  Subsidiaries  or  (ii)  any  order,
injunction,  writ or decree of any Governmental  Authority or any arbitral award
to which such Person or its  property is subject;  or (c) violate any Law.  Each
Loan Party is in  compliance  with the  foregoing  representation  regarding all
Contractual  Obligations  referred to in clause (b)(i) of this paragraph and the
foregoing  representation  regarding  all Laws referred to in clause (c) of this
paragraph,  except to the extent that failure to do so could not  reasonably  be
expected to have a Material Adverse Effect.

      5.03. Governmental Authorization; Other Consents.

      (a) Other than the filing of any UCC financing statements by the Lender to
perfect  its  Lien  in  the  Collateral,   no  approval,   consent,   exemption,
authorization,   or  other  action  by,  or  notice  to,  or  filing  with,  any
Governmental  Authority  or  any  other  Person  is  necessary  or  required  in
connection  with the  execution,  delivery  or  performance  by, or  enforcement
against, any Loan Party of this Agreement or any other Loan Document.


                                       45


      (b) Except as provided  in the  Acquisition  Documents,  each of which has
been duly and validly  obtained  on or prior to the  Closing  Date and is now in
full force and effect,  no consent,  authorization  or approval of, filing with,
notice  to, or  exemption  by,  stockholders  or  holders  of any  other  equity
interest,  any  Governmental  Authority  or any  other  Person  is  required  to
authorize,  or is  required  in  connection  with the  execution,  delivery  and
performance  of the  Acquisition  Documents or is required as a condition to the
validity or enforceability  thereof,  except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.

      5.04. Binding Effect.  This Agreement has been, and each other Transaction
Document, when delivered hereunder,  will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement  constitutes,  and each
other Transaction Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party,  enforceable against each Loan Party that
is party thereto in accordance with its terms.

      5.05. Financial Statements; No Material Adverse Effect.

      (a) The Audited Financial  Statements (i) were prepared in accordance with
GAAP  consistently  applied  throughout  the period covered  thereby,  except as
otherwise expressly noted therein;  (ii) fairly present in all material respects
the  financial  condition of the Borrower  and its  Subsidiaries  as of the date
thereof  and their  results  of  operations  for the period  covered  thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except  as  otherwise  expressly  noted  therein;  and (iii)  show all  material
indebtedness  and  other  material  liabilities,  direct or  contingent,  of the
Borrower and its Subsidiaries as of the date thereof,  including liabilities for
taxes,  material  commitments and Indebtedness to the extent  disclosure of same
(including  disclosure  in the  notes  to the  financial  statements)  would  be
required to be disclosed under GAAP.

      (b) Since the date of the Audited Financial Statements,  there has been no
event or circumstance,  either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect.

      (c) The  consolidated  pro forma  balance  sheet of the  Borrower  and its
Subsidiaries as at December 31, 2004  (including  giving pro forma effect to ARC
and Signia),  and the related  consolidated  pro forma  statements of income and
cash flows of the Borrower and its  Subsidiaries for the twelve (12) months then
ended, certified by the chief financial officer of the Borrower, copies of which
have been furnished to the Lender,  fairly present in all material  respects the
consolidated pro forma financial  condition of the Borrower and its Subsidiaries
as at such date and the  consolidated  pro forma  results of  operations  of the
Borrower and its  Subsidiaries  for the period ended on such date,  all prepared
using applicable accounting principles of GAAP.

      (d) Commencing with the first ones required  thereunder,  the consolidated
and  consolidating  forecasted  balance sheet and  statements of income and cash
flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c)
were  prepared  in good faith on the basis of the  assumptions  stated  therein,
which assumptions were believed to be reasonable at the time of delivery of such
forecasts.


                                       46


      5.06.  Litigation.  There are no actions,  suits,  proceedings,  claims or
disputes  pending or, to the  knowledge of the  Borrower  after due and diligent
investigation,  threatened or contemplated, at law, in equity, in arbitration or
before any  Governmental  Authority,  by or against  the  Borrower or any of its
Subsidiaries or against any of their  properties or revenues that (a) purport to
affect or pertain to this  Agreement or any other Loan  Document,  or any of the
transactions   contemplated  hereby,  or  (b)  either  individually  or  in  the
aggregate,  if  determined  adversely,  could  reasonably  be expected to have a
Material Adverse Effect, or (c) seek to prevent or delay the consummation of the
Signia Acquisition or the ARC Acquisition.

      5.07.  No Default.  Neither the Borrower nor any  Subsidiary is in default
under  or  with  respect  to  any  Contractual  Obligation  that  could,  either
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.  No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      5.08. Ownership of Property;  Liens. Subject to Liens permitted by Section
7.01,  each of the Borrower and each  Subsidiary  has good record and marketable
title in fee  simple to, or valid  leasehold  interests  in,  all real  property
necessary  or used in the  ordinary  conduct  of its  business,  except for such
defects in title as could not,  individually or in the aggregate,  reasonably be
expected to have a Material Adverse Effect. The property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

      5.09. Environmental Compliance.  The Borrower and its Subsidiaries conduct
in the  ordinary  course  of  business  a  review  of  the  effect  of  existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any  Environmental Law on their respective  businesses,  operations
and  properties,  and as a result thereof the Borrower has reasonably  concluded
that such  Environmental  Laws and  claims  could  not,  individually  or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

      5.10.  Insurance.  The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable  insurance companies not Affiliates
of the Borrower,  in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.

      5.11.  Taxes.  Except as  specifically  disclosed  in Schedule  5.11,  the
Borrower and its Subsidiaries  have filed all Federal,  state and other material
tax returns and reports required to be filed,  and have paid all Federal,  state
and other  material  taxes,  assessments,  fees and other  governmental  charges
levied or imposed upon them or their properties,  income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate
proceedings  diligently  conducted  and for which  adequate  reserves  have been
provided in accordance  with GAAP.  There is no proposed tax assessment  against
the Borrower or any  Subsidiary  that would,  if made,  have a Material  Adverse
Effect.  Neither any Loan Party nor any  Subsidiary  thereof is party to any tax
sharing agreement.


                                       47


      5.12. ERISA Compliance.

      (a)  Each  Plan  is in  compliance  in  all  material  respects  with  the
applicable  provisions of ERISA,  the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable  determination letter from the IRS or an application for such a letter
is currently  being  processed by the IRS with respect  thereto and, to the best
knowledge of the Borrower,  nothing has occurred which would  prevent,  or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required  contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any  amortization  period
pursuant to Section 412 of the Code has been made with respect to any Plan.

      (b)  There  are no  pending  or, to the best  knowledge  of the  Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with  respect to any Plan that could  reasonably  be expected to have a Material
Adverse  Effect.  There has been no prohibited  transaction  or violation of the
fiduciary  responsibility  rules with  respect to any Plan that has  resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has  occurred or is  reasonably  expected to occur;
(ii) no Pension  Plan has any  Unfunded  Pension  Liability;  (iii)  neither the
Borrower nor any ERISA Affiliate has incurred,  or reasonably  expects to incur,
any  liability  under Title IV of ERISA with  respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA);  (iv) neither
the Borrower nor any ERISA  Affiliate  has incurred,  or  reasonably  expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with  respect to a  Multiemployer  Plan;  and (v)  neither  the
Borrower  nor any ERISA  Affiliate  has engaged in a  transaction  that could be
subject to Sections 4069 or 4212(c) of ERISA.

      5.13.  Subsidiaries;  Equity  Interests.  The Borrower has no Subsidiaries
other than those specifically disclosed in Part (a) of Schedule 5.13, and all of
the outstanding capital stock in such Subsidiaries have been validly issued, are
fully  paid  and  nonassessable  and are  owned by a Loan  Party in the  amounts
specified  on Part (a) of  Schedule  5.13 free and clear of all Liens other than
Liens  permitted  under  Section  7.01  hereof.   The  Borrower  has  no  equity
investments  in any other  corporation  or entity other than those  specifically
disclosed in Part(b) of Schedule 5.13. All of the  outstanding  capital stock in
the Borrower has been validly issued, are fully paid and nonassessable.

      5.14. Margin  Regulations;  Investment Company Act; Public Utility Holding
Company Act.

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important  activities,  in the business of purchasing or carrying  margin
stock  (within  the meaning of  Regulation  U issued by the FRB),  or  extending
credit for the purpose of purchasing or carrying margin stock.


                                       48


      (b) None of the Borrower,  any Person  Controlling  the  Borrower,  or any
Subsidiary (i) is a "holding  company," or a "subsidiary  company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary  company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of  1935,  or (ii) is or is  required  to be  registered  as an  "investment
company" under the Investment Company Act of 1940.

      5.15. Disclosure. The Borrower has disclosed to the Lender all agreements,
instruments  and  corporate  or  other  restrictions  to  which it or any of its
Subsidiaries is subject,  and all other matters known to it, that,  individually
or in the  aggregate,  could  reasonably  be  expected  to result in a  Material
Adverse Effect. No report, financial statement, certificate or other information
furnished  (whether  in  writing or orally) by or on behalf of any Loan Party to
the  Lender in  connection  with the  transactions  contemplated  hereby and the
negotiation  of this  Agreement or  delivered  hereunder or under any other Loan
Document (in each case,  as modified or  supplemented  by other  information  so
furnished)  contains  any  material  misstatement  of fact or omits to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances  under which they were made, not  misleading;  provided that, with
respect to projected  financial  information,  the Borrower represents only that
such information was prepared in good faith based upon  assumptions  believed to
be reasonable at the time.

      5.16. Compliance with Laws. Each of the Borrower and each Subsidiary is in
compliance in all material  respects with the  requirements  of all Laws and all
orders,  writs,  injunctions and decrees  applicable to it or to its properties,
except in such instances in which (a) such  requirement  of Law or order,  writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

      5.17.   Intellectual  Property;   Licenses,  Etc.  The  Borrower  and  its
Subsidiaries  own, or possess the right to use, all of the  trademarks,  service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other  intellectual  property  rights  (collectively,   "IP  Rights")  that  are
reasonably necessary for the operation of their respective  businesses,  without
conflict  with the  rights of any other  Person.  To the best  knowledge  of the
Borrower,  no slogan or other  advertising  device,  product,  process,  method,
substance,  part or other  material  now  employed,  or now  contemplated  to be
employed,  by the Borrower or any  Subsidiary  infringes upon any rights held by
any other  Person  that may give rise to a claim  against  the  Borrower  or any
Subsidiary that,  either  individually or in the aggregate,  could reasonably be
expected to have a Material Adverse Effect. No claim or litigation regarding any
of  the  foregoing  is  pending  or,  to the  best  knowledge  of the  Borrower,
threatened,  which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

      5.18.  Condition  of  Assets.  All of the  assets  and  properties  of the
Borrower and its Subsidiaries,  that are reasonably  necessary for the operation
of its business, are in good working condition, ordinary wear and tear excepted,
and are able to serve the function for which they are currently being used.


                                       49


      5.19. ARC Acquisition. The Borrower has heretofore delivered to the Lender
true, correct and complete copies of the ARC Acquisition Documents. The Borrower
has, on or before the Closing Date, consummated in all material respects the ARC
Acquisition pursuant to the ARC Acquisition  Documents,  and the ARC Acquisition
Documents set forth the entire  agreement among the parties thereto with respect
to the subject matter  thereof.  No party to the ARC  Acquisition  Documents has
waived the fulfillment of any material condition  precedent set forth therein to
the consummation of the ARC  Acquisition,  no party has failed to perform any of
its  obligations  thereunder or under any  instrument  or document  executed and
delivered in connection therewith,  and nothing has come to the attention of the
Borrower  that would  cause it to  believe  that any of the  representations  or
warranties  of ARC  contained  in the ARC  Acquisition  Documents  were false or
misleading in any material  respect when made or when  reaffirmed on the Closing
Date. Neither the execution and delivery of the ARC Acquisition  Documents,  nor
the  performance  of the  Borrower's  obligations  thereunder,  will violate any
provision of law or will conflict with or result in a breach of, or create (with
or without the giving of notice or lapse of time, or both) a default under,  any
agreement to which the Borrower is a party or by which it is bound or any of its
properties  is  affected,  except to the extent that  failure to do so could not
reasonably  be expected  to have a Material  Adverse  Effect.  As of the Closing
Date,  the  Borrower  has  acquired  by  virtue of the  consummation  of the ARC
Acquisition and has valid,  legal and marketable  title to all of the issued and
outstanding  capital  stock of ARC,  free and clear of any Lien other than Liens
permitted by Section 7.01 hereof.  In addition to the other Earnout  Obligations
set forth therein, the Earnout Obligations in respect of the ARC Acquisition are
listed on Schedule 5.19 hereto.

      5.20.  Signia  Acquisition.  The Borrower has heretofore  delivered to the
Lender true,  correct and complete copies of the Signia  Acquisition  Documents.
The Borrower  has, on or before the Closing  Date,  consummated  in all material
respects the Signia Acquisition  pursuant to the Signia  Acquisition  Documents,
and the Signia  Acquisition  Documents set forth the entire  agreement among the
parties  thereto with  respect to the subject  matter  thereof.  No party to the
Signia  Acquisition  Documents  has  waived  the  fulfillment  of  any  material
condition  precedent  set  forth  therein  to the  consummation  of  the  Signia
Acquisition, no party has failed to perform any of its obligations thereunder or
under any instrument or document executed and delivered in connection therewith,
and nothing has come to the  attention  of the  Borrower  that would cause it to
believe that any of the representations or warranties of Signia contained in the
Signia  Acquisition  Documents were false or misleading in any material  respect
when made or when  reaffirmed  on the Closing  Date.  Neither the  execution and
delivery  of the  Signia  Acquisition  Documents,  nor  the  performance  of the
Borrower's  obligations  thereunder,  will violate any  provision of law or will
conflict with or result in a breach of, or create (with or without the giving of
notice or lapse of time,  or both) a default  under,  any agreement to which the
Borrower  is a  party  or by  which  it is  bound  or any of its  properties  is
affected,  except to the extent that  failure to do so could not  reasonably  be
expected to have a Material Adverse Effect. As of the Closing Date, the Borrower
has acquired by virtue of the  consummation  of the Signia  Acquisition  and has
valid,  legal and marketable title to all of the issued and outstanding  capital
stock of  Signia,  free and clear of any Lien  other  than  Liens  permitted  by
Section  7.01 hereof.  In addition to the other  Earnout  Obligations  set forth
therein, the Earnout Obligations in respect of the Signia Acquisition are listed
on Schedule 5.19 hereto.


                                       50


                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as the Lender  shall have any  Commitment  hereunder,  any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied,  or any Letter of
Credit shall remain  outstanding,  the Borrower shall,  and shall (except in the
case of the covenants  set forth in Sections  6.01,  6.02,  and 6.03) cause each
Subsidiary to:

      6.01.  Financial  Statements.  Deliver to the  Lender,  in form and detail
satisfactory to the Lender:

      (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower (commencing with the fiscal year ended 2005), a
consolidated   and   consolidating   balance  sheet  of  the  Borrower  and  its
Subsidiaries as at the end of such fiscal year, and the related consolidated and
consolidating statements of income or operations,  shareholders' equity and cash
flows for such fiscal year,  setting forth in each case in comparative  form the
figures for the previous  fiscal year, all in reasonable  detail and prepared in
accordance with GAAP, such consolidated statements to be audited and accompanied
by a report  and  opinion  of an  independent  certified  public  accountant  of
nationally recognized standing reasonably acceptable to the Lender, which report
and opinion shall be prepared in accordance  with  generally  accepted  auditing
standards and shall not be subject to any "going concern" or like  qualification
or exception or any qualification or exception as to the scope of such audit and
such  consolidating  statements to be certified by a Responsible  Officer of the
Borrower to the effect that such  statements  are fairly  stated in all material
respects when considered in relation to the consolidated financial statements of
the Borrower and its Subsidiaries;

      (b) as soon as available, but in any event within 60 days after the end of
each of the first three  fiscal  quarters  of each  fiscal year of the  Borrower
(commencing  with the fiscal quarter ended March 31, 2005),  a consolidated  and
consolidating  balance sheet of the Borrower and its  Subsidiaries as at the end
of  such  fiscal  quarter,   and  the  related  consolidated  and  consolidating
statements of income or operations, shareholders' equity and cash flows for such
fiscal  quarter  and for the portion of the  Borrower's  fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding  portion of the
previous fiscal year, all in reasonable detail, such consolidated  statements to
be certified by a Responsible  Officer of the Borrower as fairly  presenting the
financial condition, results of operations,  shareholders' equity and cash flows
of the Borrower and its  Subsidiaries in accordance  with GAAP,  subject only to
normal  year-end  audit  adjustments  and the  absence  of  footnotes  and  such
consolidating  statements  to be  certified  by a  Responsible  Officer  of  the
Borrower to the effect that such  statements  are fairly  stated in all material
respects when considered in relation to the consolidated financial statements of
the Borrower and its Subsidiaries; and

      (c) as soon as available, but in any event no later than 30 days after the
end of each fiscal year of the Borrower  (commencing  with the end of Borrower's
2005 fiscal year, for its fiscal year 2006), forecasts prepared by management of
the Borrower, in form satisfactory to the Lender, of consolidated balance sheets
and  statements of income or  operations  and cash flows of the Borrower and its
Subsidiaries  on a  monthly  basis for the  immediately  following  fiscal  year
(including the fiscal year in which the Term Maturity Date occurs).


                                       51


As to any  information  contained  in  materials  furnished  pursuant to Section
6.02(d),  the  Borrower  shall  not  be  separately  required  to  furnish  such
information  under clause (a) or (b) above,  but the  foregoing  shall not be in
derogation  of the  obligation  of the Borrower to furnish the  information  and
materials described in clauses (a) and (b) above at the times specified therein.

      6.02. Certificates;  Other Information. Deliver to the Lender, in form and
detail satisfactory to the Lender:

      (a) concurrently with the delivery of the financial statements referred to
in  Section  6.01(a),   a  certificate  of  its  independent   certified  public
accountants  certifying such financial statements and stating that in making the
examination  necessary  therefor no knowledge  was obtained of any Default under
the  financial  covenants  set forth herein or, if any such Default shall exist,
stating the nature and status of such event;

      (b) concurrently with the delivery of the financial statements referred to
in  Sections  6.01(a) and (b)  (commencing  with the  delivery of the  financial
statements  for the fiscal  quarter]  ended  June 30,  2005),  a duly  completed
Compliance   Certificate  signed  by  a  Responsible  Officer  of  the  Borrower
evidencing a  computation  of  compliance  with the  provisions  of Section 7.11
hereof and stating that in each case except as  disclosed  in such  certificate,
the person making such  certificate  has no knowledge of any Default or Event of
Default;

      (c) promptly after any request by the Lender, copies of any detailed audit
reports,  management  letters  or  recommendations  submitted  to the  board  of
directors (or the audit  committee of the board of directors) of the Borrower by
independent accountants in connection with the accounts or books of the Borrower
or any Subsidiary, or any audit of any of them;

      (d) promptly after the same are  available,  copies of each annual report,
proxy or  financial  statement  or other  report  or  communication  sent to the
stockholders of the Borrower,  and copies of all annual,  regular,  periodic and
special reports and  registration  statements  which the Borrower may file or be
required  to file  with the SEC  under  Section  13 or  15(d) of the  Securities
Exchange Act of 1934,  and not otherwise  required to be delivered to the Lender
pursuant hereto;

      (e)  promptly,  and in any event within five  Business  Days after receipt
thereof by any Loan Party or any  Subsidiary  thereof,  copies of each notice or
other  correspondence  received  from  the  SEC  (or  comparable  agency  in any
applicable  non-U.S.  jurisdiction)  concerning  any  investigation  or possible
investigation  or other  inquiry by such  agency  regarding  financial  or other
operational results of any Loan Party or any Subsidiary thereof;

      (f) an  accounts  receivable  agings  and sales  report  accompanied  by a
Borrowing  Base  Certificate  indicating a computation of the Borrowing Base and
Revolver  Borrowing  Base  covering  the  period  ending  the  last  day  of the
immediately  preceding month, (A) monthly (not later than 15 days after the last
day of each month), and (B) on the date a Loan is requested, covering the period
commencing  with the first day of the month such Loan is  requested  through the
date thereof; and


                                       52


      (g)  promptly,   such  additional   information  regarding  the  business,
financial or corporate affairs of the Borrower or any Subsidiary,  or compliance
with the  terms of the  Loan  Documents,  as the  Lender  may from  time to time
reasonably request.

      Documents  required to be delivered  pursuant to Section 6.01(a) or (b) or
Section  6.02(d) (to the extent any such  documents  are  included in  materials
otherwise  filed  with  the  SEC)  may  be  delivered  electronically  and if so
delivered,  shall be deemed to have been  delivered on the date (i) on which the
Borrower  posts such  documents,  or provides a link  thereto on the  Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such  documents are posted on the  Borrower's  behalf on an Internet or
intranet website,  if any, to which the Lender has access (whether a commercial,
third-party website or whether sponsored by the Lender);  provided that: (i) the
Borrower  shall  deliver  paper  copies of such  documents to the Lender until a
written request to cease delivering paper copies is given by the Lender and (ii)
the Borrower shall notify the Lender (by  telecopier or electronic  mail) of the
posting of any such  documents  and  provide to the  Lender by  electronic  mail
electronic  versions  (i.e.,  soft  copies) of such  documents.  Notwithstanding
anything  contained  herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance  Certificates required by Section 6.02(b)
to the Lender. Except for such Compliance Certificates, the Lender shall have no
obligation  to request  the  delivery  or to  maintain  copies of the  documents
referred  to above,  and in any event  shall have no  responsibility  to monitor
compliance by the Borrower  with any such request for  delivery,  and the Lender
shall be solely  responsible  for requesting  delivery to it or maintaining  its
copies of such documents.

      6.03. Notices. Promptly notify the Lender:

      (a) of the occurrence of any Default;

      (b) of any matter  that has  resulted or could  reasonably  be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or  any  default  under,  a  Contractual  Obligation  of  the  Borrower  or  any
Subsidiary;  (ii)  any  dispute,   litigation,   investigation,   proceeding  or
suspension   between  the  Borrower  or  any  Subsidiary  and  any  Governmental
Authority;  or (iii) the  commencement  of, or any material  development in, any
litigation or proceeding  affecting  the Borrower or any  Subsidiary,  including
pursuant to any applicable Environmental Laws;

      (c) of the occurrence of any ERISA Event;

      (d) of any material change in accounting  policies or financial  reporting
practices by the Borrower or any Subsidiary; and

      (e) of any Internal Control Event.

      Each notice  pursuant to this Section shall be  accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating  what action the Borrower has taken and proposes
to take with respect  thereto.  Each notice  pursuant to Section  6.03(a)  shall
describe with  particularity  any and all  provisions of this  Agreement and any
other Loan Document that have been breached.


                                       53


      6.04.  Payment of Obligations.  Pay and discharge as the same shall become
due and payable,  all its  obligations  and  liabilities,  including (a) all tax
liabilities,  assessments  and  governmental  charges  or levies  upon it or its
properties  or  assets,  unless  the same are being  contested  in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being  maintained  by the  Borrower  or such  Subsidiary;  (b) all
lawful  claims  which,  if unpaid,  would by law become a Lien upon its property
(other than during the period in which such Lien is permitted under Section 7.01
hereof);  and (c) all Indebtedness,  as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

      6.05. Preservation of Existence,  Etc. (a) Preserve, renew and maintain in
full force and effect its legal  existence and good  standing  under the Laws of
the  jurisdiction  of its  organization  except in a  transaction  permitted  by
Section  7.04 or 7.05;  (b) take all  reasonable  action to maintain all rights,
privileges,  permits,  licenses  and  franchises  necessary  or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material  Adverse Effect;  and (c) preserve
or renew all of its  registered  patents,  trademarks,  trade  names and service
marks,  the  non-preservation  of which could  reasonably  be expected to have a
Material Adverse Effect.

      6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition,  ordinary wear and tear excepted;  (b) make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect;  and  (c) use  the  standard  of care  typical  in the  industry  in the
operation and maintenance of its facilities.

      6.07.  Maintenance  of  Insurance.  Maintain  with  financially  sound and
reputable  insurance  companies not  Affiliates of the Borrower,  insurance with
respect  to its  properties  and  business  against  loss or damage of the kinds
customarily  insured against by Persons engaged in the same or similar business,
of such  types and in such  amounts as are  customarily  carried  under  similar
circumstances  by such other  Persons and  providing  for not less than 30 days'
prior  notice  to the  Lender  of  termination,  lapse or  cancellation  of such
insurance.

      6.08.  Compliance  with Laws.  Comply in all  material  respects  with the
requirements  of all  Laws  and  all  orders,  writs,  injunctions  and  decrees
applicable  to it or to its  business or property,  except in such  instances in
which (a) such requirement of Law or order, writ,  injunction or decree is being
contested in good faith by appropriate  proceedings diligently conducted; or (b)
the  failure to comply  therewith  could not  reasonably  be  expected to have a
Material Adverse Effect.

      6.09. Books and Records.  (a) Maintain proper books of record and account,
in which full,  true and correct  entries in conformity  with GAAP  consistently
applied shall be made of all financial  transactions  and matters  involving the
assets and business of the Borrower or such Subsidiary,  as the case may be; and
(b) maintain  such books of record and account in material  conformity  with all
applicable   requirements  of  any  Governmental   Authority  having  regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.


                                       54


      6.10.   Inspection   Rights.   Permit   representatives   and  independent
contractors of the Lender to visit and inspect any of its properties, to examine
its  corporate,  financial and  operating  records,  and make copies  thereof or
abstracts therefrom, and to discuss its affairs,  finances and accounts with its
directors,  officers, and independent public accountants,  all at the expense of
the Borrower and at such  reasonable  times during normal  business hours and as
often as may be  reasonably  desired,  upon  reasonable  advance  notice  to the
Borrower; provided, however, that when an Event of Default exists the Lender (or
any of their respective  representatives or independent  contractors) may do any
of the  foregoing  at the  expense of the  Borrower  at any time  during  normal
business hours and without advance notice.

      6.11.  Use of Proceeds.  Use the proceeds of the Borrowings to finance the
Acquisitions and for general corporate  purposes not in contravention of any Law
or of any Loan Document.

      6.12.  Additional  Subsidiaries.  Notify  the  Lender at the time that any
Person meeting the definition of Material Subsidiary becomes a Subsidiary of the
Borrower,  and promptly thereafter (and in any event within 30 days), cause such
Person to (a) become a Guarantor by  executing  and  delivering  to the Lender a
counterpart  of the  Guaranty or such other  document  as the Lender  shall deem
appropriate for such purpose, (b) grant to the Lender a first priority perfected
Lien on its assets by  executing  and  delivering  a Security  Agreement or such
supplements to the Security  Documents as the Lender shall deem  appropriate for
such purpose;  and (c) deliver to the Lender  documents of the types referred to
in clauses (iii) and (iv) of Section  4.01(a) and favorable  opinions of counsel
to such Person (which shall cover, among other things,  the legality,  validity,
binding effect and  enforceability of the  documentation  referred to in clauses
(a) and (b)),  all in form,  content and scope  reasonably  satisfactory  to the
Lender.

      6.13.  Maintain Principal Operating Account.  Use commercially  reasonable
efforts to transfer as soon as practicable its principal  operating  accounts to
Fleet and/or Bank of America.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as the Lender  shall have any  Commitment  hereunder,  any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied,  or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

      7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

      (a) Liens pursuant to any Loan Document;

      (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any
renewals or extensions  thereof,  provided that (i) the property covered thereby
is not changed in any  material  respect,  (ii) the amount  secured or benefited
thereby  is not  increased,  (iii) the  direct or any  contingent  obligor  with
respect  thereto  which is a Loan Party is not changed,  and (iv) any renewal or
extension  of the  obligations  secured or  benefited  thereby is  permitted  by
Section 7.03(b);


                                       55


      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate  proceedings diligently conducted,  if adequate reserves with
respect  thereto  are  maintained  on the  books  of the  applicable  Person  in
accordance with GAAP;

      (d)  landlords',  carriers',  warehousemen's,  mechanics',  materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue  for a period of more than 30 days or which are being  contested
in good faith and by appropriate  proceedings diligently conducted,  if adequate
reserves  with respect  thereto are  maintained  on the books of the  applicable
Person;

      (e) pledges or deposits in the ordinary  course of business in  connection
with workers'  compensation,  unemployment  insurance and other social  security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation),  performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

      (g) easements, rights-of-way,  restrictions and other similar encumbrances
affecting real property which, in the aggregate,  are not substantial in amount,
and which do not in any case  materially  detract from the value of the property
subject  thereto  or  materially  interfere  with the  ordinary  conduct  of the
business of the applicable Person;

      (h) Liens securing  judgments for the payment of money not constituting an
Event of Default under Section  8.01(h) or securing appeal or other surety bonds
related to such judgments;

      (i) Liens securing Indebtedness permitted under Section 7.03(e);  provided
that (i) such  Liens do not at any time  encumber  any  property  other than the
property financed by such Indebtedness and (ii) the Indebtedness secured thereby
does not exceed 75% of the cost or 100% of the fair market  value,  whichever is
lower, of the property being acquired on the date of acquisition;

      (j) statutory restrictions on transfer created pursuant to Securities Laws
of general application; and

      (k) incidental Liens in an aggregate amount not exceeding $100,000.

      7.02. Investments. Make any Investments, except:

      (a)  Investments  held by the Borrower or such  Subsidiary  in the form of
Cash Equivalents;

      (b)  advances to  officers,  directors  and  employees of the Borrower and
Subsidiaries  in an  aggregate  amount  not  to  exceed  $100,000  at  any  time
outstanding,  for  travel,  entertainment,  relocation  and  analogous  ordinary
business purposes;


                                       56


      (c) Investments of the Borrower in any Material Subsidiary and Investments
of any Material Subsidiary in the Borrower or in another Material Subsidiary;

      (d)  Investments  consisting  of  extensions  of credit  in the  nature of
accounts  receivable or notes receivable  arising from the grant of trade credit
in the ordinary course of business,  and Investments received in satisfaction or
partial  satisfaction  thereof from financially  troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

      (e) Guarantees permitted by Section 7.03;

      (f) Investments existing on the Closing Date and listed on Schedule 7.02;

      (g) Investments permitted by Sections 7.04 or 7.09; and

      (h) other  Investments  not  exceeding  $250,000 in the  aggregate  in any
fiscal year of the Borrower.

      7.03.  Indebtedness.   Create,  incur,  assume  or  suffer  to  exist  any
Indebtedness, except:

      (a) Indebtedness under the Loan Documents;

      (b)  Indebtedness  outstanding  on the Closing Date and listed on Schedule
7.03 and any refinancings,  refundings, renewals or extensions thereof; provided
that  the  amount  of such  Indebtedness  is not  increased  at the time of such
refinancing,  refunding,  renewal or  extension  except by an amount  equal to a
reasonable  premium  or other  reasonable  amount  paid,  and fees and  expenses
reasonably incurred,  in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

      (c)  Guarantees  of the Borrower or any Material  Subsidiary in respect of
Indebtedness  otherwise  permitted  hereunder  of the  Borrower or any  Material
Subsidiary;

      (d)  obligations   (contingent  or  otherwise)  of  the  Borrower  or  any
Subsidiary  existing or arising under any Swap Contract,  provided that (i) such
obligations  are (or were) entered into by such Person in the ordinary course of
business  for  the  purpose  of  directly   mitigating   risks  associated  with
liabilities,  commitments,  investments,  assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person,  and not for purposes of speculation or taking a "market view;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its  obligation to make payments on outstanding  transactions  to the
defaulting party; and

      (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations
and  purchase  money   obligations  for  fixed  or  capital  assets  within  the
limitations set forth in Section 7.01(i); provided,  however, that the aggregate
amount of all such  Indebtedness  at any one time  outstanding  shall not exceed
$500,000;

      (f) the Earnout Obligations;

      (g) the Petra Series A Preferred Stock Dividends;


                                       57


      (h) the Petra Series A Preferred Stock Redemption;

      (i) the Guideline Redemption; and

      (j) unsecured  Indebtedness in an aggregate principal amount not to exceed
$500,000 at any time outstanding.

      7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or
into another Person or enter into any Acquisition, or Dispose of (whether in one
transaction  or in a series of  transactions)  all or  substantially  all of its
assets  (whether now owned or hereafter  acquired) to or in favor of any Person,
except that, so long as no Default exists or would result therefrom:

      (a) any  Subsidiary  may merge with (i) the  Borrower,  provided  that the
Borrower  shall be the continuing or surviving  Person,  or (ii) any one or more
other  Material  Subsidiaries  of the  Borrower;  provided  that (in the case of
clauses (i) and (ii) the Lender shall have received no less than ten days' prior
written notice thereof;

      (b) any Subsidiary may Dispose of all or  substantially  all of its assets
(upon  voluntary  liquidation  or  otherwise)  to the  Borrower or to a Material
Subsidiary  of  the  Borrower;  provided  that  if  the  transferor  in  such  a
transaction is a Guarantor, then the transferee must either be the Borrower or a
Guarantor; and

      (c) the actions described on Schedule 7.04.

      7.05.  Dispositions.  Make any  Disposition or enter into any agreement to
make any Disposition, except:

      (a)  Dispositions  of obsolete or worn out property,  whether now owned or
hereafter acquired, in the ordinary course of business;

      (b) Dispositions of inventory in the ordinary course of business;

      (c) Dispositions of equipment or real property to the extent that (i) such
property  is  exchanged  for  credit  against  the  purchase  price  of  similar
replacement  property or (ii) the proceeds of such  Disposition  are  reasonably
promptly applied to the purchase price of such replacement property;

      (d)  Dispositions  of property by any  Subsidiary  to the Borrower or to a
Material  Subsidiary;  provided  that if the  transferor  of such  property is a
Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

      (e) subject to any  conditions  thereto  set forth  herein or in any other
Loan Document, Dispositions permitted by Section 7.04;

      (f) non-exclusive licenses of IP Rights in the ordinary course of business
and  substantially  consistent  with past practice for terms not exceeding  five
years;


                                       58


      (g)  Disposition  of  Investment  in Find.com  or sale of assets  therein;
provided,  that,  (A) the Net Proceeds  thereof shall be applied  immediately to
prepay the  Outstanding  Amount of any  Revolving  Credit Loans (and if none are
outstanding,   to  Cash  Collateralize  any  L/C  Obligations),   and  (B)  such
Disposition shall be fully consummated no later than December 31, 2005; and

      (h)  Dispositions  by the  Borrower  and its  Subsidiaries  not  otherwise
permitted  under  this  Section  7.05;  provided  that  (i) at the  time of such
Disposition,  no Default shall exist or would result from such  Disposition  and
(ii) the  aggregate  book value of all property  Disposed of in reliance on this
clause (h) in any fiscal year shall not exceed $150,000;

provided,  however,  that any  Disposition  pursuant  to clauses (a) through (h)
shall be for fair market value.

      7.06.  Restricted Payments.  Declare or make, directly or indirectly,  any
Restricted Payment, or incur any obligation  (contingent or otherwise) to do so,
except that,  so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:

      (a) each Subsidiary may make Restricted Payments to the Borrower;

      (b) the  Borrower  and  each  Material  Subsidiary  may  declare  and make
dividend  payments or other  distributions  payable in the common stock or other
common Equity Interests of such Person;

      (c) the Borrower and each  Material  Subsidiary  may  purchase,  redeem or
otherwise  acquire Equity Interests issued by it with the proceeds received from
the  substantially  concurrent  issue of new shares of its common stock or other
common Equity Interests;

      (d) The Borrower may declare or pay cash dividends to its stockholders and
purchase,  redeem or otherwise  acquire for cash Equity  Interests  issued by it
solely out of 50% of net income of the  Borrower  and its  Subsidiaries  arising
after  December 31, 2005 and computed on a  cumulative  consolidated  basis with
other such transactions by the Borrower since that date;

      (e) the Earnout Obligations may be paid;

      (f) the Petra Series A Preferred Stock Dividends may be paid;

      (g) the Petra Series A Preferred Stock Redemption may occur; and

      (h) the Guideline Redemption may occur.

      7.07.  Change in  Nature  of  Business.  Engage  in any  material  line of
business  substantially  different from those lines of business conducted by the
Borrower and its Subsidiaries on the Closing Date or any business  substantially
related or incidental thereto.

      7.08. Transactions with Affiliates. Enter into any transaction of any kind
with any  Affiliate of the  Borrower,  whether or not in the ordinary  course of
business,  other than on fair and reasonable terms substantially as favorable to
the Borrower or such  Subsidiary  as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable  arm's length  transaction  with a Person
other than an Affiliate.


                                       59


      7.09. Burdensome Agreements.  Enter into any Contractual Obligation (other
than this  Agreement or any other Loan Document) that (a) limits the ability (i)
of any Subsidiary to make  Restricted  Payments to the Borrower or any Guarantor
or to otherwise transfer property to the Borrower or any Guarantor,  (ii) of any
Subsidiary  to  Guarantee  the  Indebtedness  of the  Borrower  or  (iii) of the
Borrower or any Subsidiary to create,  incur, assume or suffer to exist Liens on
property of such  Person;  provided,  however,  that this clause (iii) shall not
prohibit  any  negative  pledge  incurred  or provided in favor of any holder of
Indebtedness  permitted  under  Section  7.03(e)  solely to the  extent any such
negative  pledge  relates to the  property  financed  by or the  subject of such
Indebtedness;  or (b)  requires the grant of a Lien to secure an  obligation  of
such Person if a Lien is granted to secure another obligation of such Person.

      7.10. Use of Proceeds. Use the proceeds of any Borrowing, whether directly
or indirectly, and whether immediately,  incidentally or ultimately, to purchase
or carry  margin  stock  (within the meaning of  Regulation  U of the FRB) or to
extend credit to others for the purpose of  purchasing or carrying  margin stock
or to refund indebtedness  originally incurred for such purpose.

      7.11.  Financial  Covenants.  The following  financial  covenants shall be
calculated on a consolidated  basis and shall include in each case the pro forma
unadjusted  pre-acquisition  results of Signia and ARC.  Except where  otherwise
indicated,  such financial  covenants shall be measured  quarterly on a trailing
four quarter basis.

      (a) Consolidated Net Worth.  Permit  Consolidated Net Worth at any time to
be less than the sum of (i) $20,250,000,  and (ii) an amount equal to 50% of the
cumulative positive Consolidated Net Income of the Borrower and its Subsidiaries
earned in each  full  fiscal  quarter  ending  after  March  31,  2005  (with no
deduction for a net loss in any such fiscal quarter).

      (b) Consolidated  EBITDA.  Permit the Consolidated EBITDA as of the end of
three fiscal  quarters of the  Borrower  listed below to be less than the amount
set forth below opposite such fiscal quarter:


                                       60

                                                            Minimum
                                                         Consolidated
                    Four Fiscal Quarter Ending              EBITDA
            ------------------------------------------------------------
            March 31, 2005                                  $600,000
            June 30, 2005                                 $1,000,000
            September 30, 2005                            $1,100,000

            (For  subsequent  quarters,  this  covenant  shall no
            longer  be  applicable,  and the  covenant  listed in
            Section 7.11(c) shall apply.)

      (c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio of
the Borrower and its  Subsidiaries  as of the end of each fiscal  quarter of the
Borrower, commencing with the fiscal quarter of the Borrower ending December 31,
2005,  to be less than 1.25 to 1.00,  as  determined  on a Rolling  Four Quarter
Basis.

      (d) Consolidated  Funded Debt to Consolidated  EBITDA Ratio.  Permit as of
the end of each fiscal  quarter of the Borrower a ratio of  Consolidated  Funded
Debt as at such date to Consolidated EBITDA for the most recently completed four
fiscal quarters of the Borrower to exceed the ratio set forth below:

- --------------------------------------------------------------------------------
Four Fiscal Quarters ending on:                            Ratio
- --------------------------------------------------------------------------------
Closing Date through December 31, 2005                     2.0 to 1.00
- --------------------------------------------------------------------------------
March 31, 2006 & thereafter                                1.75 to 1.00
- --------------------------------------------------------------------------------

      (e) Minimum  Profitability.  Commencing  with the quarter ending March 31,
2005,  for the Borrower and its  Subsidiaries  on a consolidated  basis,  permit
there to be a net loss in any fiscal quarter.

      7.12.  Sale  of  Receivables;  Sale  -  Leasebacks.  Except  as  otherwise
permitted  hereunder,  sell,  discount or otherwise  dispose of notes,  accounts
receivable or other obligations owing to the Borrower or any Subsidiary, with or
without recourse, except for the purpose of collection in the ordinary course of
business;  or sell any asset pursuant to an arrangement to thereafter lease such
asset from the purchaser thereof.

      7.13. Amendments,  Etc. of Certain Agreements.  Enter into or agree to any
amendment,  modification or waiver of any term or condition of its  Organization
Documents or any of the Material Agreements in any way which could reasonably be
expected to have a Material Adverse Effect, or permit any of its Subsidiaries so
to do.


                                       61


      7.14.  Accounting  Changes.  Make,  or permit any  Subsidiary  to make any
change in their accounting  treatment or financial reporting practices except as
required or permitted by GAAP in effect from time to time.

      7.15.  Swap  Contracts.  Enter  into any Swap  Contract  other than a Swap
Contract to which a Lender or its Affiliate is a party.

      7.16. Formation of Subsidiaries.  Form or acquire any Subsidiary except in
compliance with the provisions of Section 6.12.

      7.17. Prepayments of Indebtedness. Prepay or obligate itself to prepay, in
whole or in part, any Indebtedness  (other than the Indebtedness  under the Loan
Documents), or permit any of its Subsidiaries so to do.

      7.18. Nature of Business; Name Changes. Materially alter the nature of its
business  or alter or  modify  its name,  state of  organization,  structure  or
status,  or change its fiscal year from that in effect on the Closing  Date,  or
permit any of its Subsidiaries so to do without the prior written consent of the
Lender.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01. Events of Default. Any of the following shall constitute an Event of
Default:

      (a)  Non-Payment.  The  Borrower  or any other Loan Party fails to pay (i)
when and as required to be paid  herein,  any amount of principal of any Loan or
any L/C  Obligation,  or (ii) within three  Business Days after the same becomes
due,  any  interest  on any  Loan  or on any  L/C  Obligation,  or any  fee  due
hereunder,  or (iii) within five  Business  Days after the same becomes due, any
other amount payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement  contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
6.11 or 6.12 or Article  II or  Article  VII,  and,  solely as to the  covenants
contained in Sections 7.05, 7.08 or 7.09 and such failure with respect to any of
those three covenants continues for three (3) Business Days; or

      (c) Other  Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not  specified in subsection (a) or (b) above)  contained
in this  Agreement  or,  except as provided in  subsection  (j) below,  any Loan
Document on its part to be performed or observed and such failure  continues for
30 days; or

      (d)   Representations  and  Warranties.   Any  representation,   warranty,
certification  or  statement  of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein,  in any other Loan Document,  or in any
document  delivered in  connection  herewith or therewith  shall be incorrect or
misleading when made or deemed made; or


                                       62


      (e)  Cross-Default.  (i) The Borrower or any  Subsidiary (A) fails to make
any  payment  when due  (whether by  scheduled  maturity,  required  prepayment,
acceleration,  demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an  aggregate  principal  amount  (including  undrawn or  available  amounts and
including amounts owing to all creditors under any combined or syndicated credit
arrangement)  of more than the  Threshold  Amount,  or (B) fails to  observe  or
perform any other  agreement or condition  relating to any such  Indebtedness or
Guarantee or contained in any  instrument or agreement  evidencing,  securing or
relating  thereto,  or any other event  occurs,  the effect of which  default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or  beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required,  such Indebtedness to be demanded or to become
due or to be  repurchased,  prepaid,  defeased  or  redeemed  (automatically  or
otherwise),  or  an  offer  to  repurchase,   prepay,  defease  or  redeem  such
Indebtedness  to be made,  prior to its stated  maturity,  or such  Guarantee to
become  payable or cash  collateral in respect  thereof to be demanded;  or (ii)
there occurs under any Swap  Contract an Early  Termination  Date (as defined in
such Swap  Contract)  resulting  from (A) any event of  default  under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting  Party (as
defined in such Swap  Contract)  or (B) any  Termination  Event (as so  defined)
under  such Swap  Contract  as to which the  Borrower  or any  Subsidiary  is an
Affected Party (as so defined) and, in either event, the Swap Termination  Value
owed by the Borrower or such  Subsidiary as a result thereof is greater than the
Threshold Amount; or

      (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries
institutes or consents to the  institution  of any  proceeding  under any Debtor
Relief Law, or makes an assignment for the benefit of creditors;  or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator,  rehabilitator  or similar officer for it or for all or any material
part  of  its  property;  or  any  receiver,  trustee,  custodian,  conservator,
liquidator,   rehabilitator   or  similar  officer  is  appointed   without  the
application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding  under any Debtor Relief Law
relating to any such Person or to all or any  material  part of its  property is
instituted  without  the  consent of such Person and  continues  undismissed  or
unstayed  for 60  calendar  days,  or an order for relief is entered in any such
proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary
becomes unable or admits in writing its inability or fails  generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar  process is issued or levied  against all or any material part of the
property of any such Person and is not released,  vacated or fully bonded within
30 days after its issue or levy; or

      (h) Judgments. There is entered against the Borrower or any Subsidiary (i)
a final  judgment  or order  for the  payment  of money in an  aggregate  amount
exceeding  the  Threshold  Amount  (to the extent  not  covered  by  independent
third-party  insurance  as to which the insurer does not dispute  coverage),  or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A)  enforcement  proceedings are commenced by any creditor
upon such  judgment or order,  or (B) there is a period of 10  consecutive  days
during  which a stay of  enforcement  of such  judgment,  by reason of a pending
appeal or otherwise, is not in effect; or


                                       63


      (i) ERISA.  (i) An ERISA Event  occurs with  respect to a Pension  Plan or
Multiemployer  Plan which has resulted or could reasonably be expected to result
in  liability  of the  Borrower  under  Title IV of ERISA to the  Pension  Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the  expiration of any applicable  grace period,  any  installment  payment with
respect  to its  withdrawal  liability  under  Section  4201  of  ERISA  under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

      (j) Invalidity of Loan  Documents;  Other Loan Document Events of Default.
Any Loan  Document,  at any time after its  execution  and  delivery and for any
reason other than as expressly permitted hereunder or thereunder or satisfaction
in full of all the  Obligations,  ceases to be in full force and effect;  or any
Loan  Party  or  any  other  Person  contests  in any  manner  the  validity  or
enforceability  of any provision of any Loan Document;  or any Loan Party denies
that it has any or further  liability or obligation under any Loan Document,  or
purports to revoke,  terminate or rescind any  provision of any Loan Document or
any "Event of Default"  shall have occurred  under,  and as such term is defined
in, any Loan Document; or

      (k) Change of Control. There occurs any Change of Control of the Borrower;
or

      (l) Operating Licenses. Any license, franchise, permit, right, approval or
agreement of the Borrower,  any of its  Subsidiaries or any other Loan Party, is
not  renewed,  or is  suspended,  revoked  or  terminated  and the  non-renewal,
suspension,  revocation or  termination  thereof  would have a Material  Adverse
Effect; or

      (m) Liens.  Any of the Liens created and granted  pursuant to the Security
Documents shall fail to be valid, first,  perfected Liens subject to no prior or
equal Lien except as permitted by Section 7.01 of this Agreement; or

      (n) Change in Management.  Any two of the following four  individuals,  at
any point in time, no longer continues in his present or a substantially similar
capacity (as that appearing alongside his name below) as an officer or director,
as the case may be, of the  Borrower  and who, in the case of the  officers,  is
actively involved on a full-time basis in the management of the Borrower:

                  David Walke - chief executive officer
                  Peter Stone - chief financial officer
                  Marc Litvinoff - chief operating officer
                  Martin Franklin - a member of the Board of Directors

;provided,  however, that the foregoing shall not constitute an Event of Default
if the Borrower replaces such two exiting officers (or director, as the case may
be)  within  ten (10) days of the  departure  of the  latter of the two  exiting
officers (or director,  as the case may be) with successors who are satisfactory
to the Lender in its sole and absolute discretion; or

      (o) Petra Series A Preferred Stock  Redemption.  If at any time the Lender
determines,  in its  sole  discretion  that,  if and  when  any  Petra  Series A
Preferred Stock Redemption is or would be requested or exercised, any Default or
Event of Default exists or is likely to arise or exist as a result  thereof,  or
that the  Borrower  would  likely  fall  out of  compliance  with  any  covenant
hereunder or under any other Loan Document, either before or after giving effect
to such redemption,  then,  notwithstanding  anything to the contrary  contained
herein, the Lender shall have the right to declare an immediate Event of Default
hereunder and exercise any and all remedies in respect  thereof  without waiting
for any actual request or exercise of such  redemption  right or notice thereof;
or


                                       64


      (p) Material  Adverse Change The Lender shall have  determined in its sole
discretion that one or more conditions  exist or events have occurred which have
resulted or may result in a Material Adverse Change.

      8.02.  Remedies Upon Event of Default.  If any Event of Default occurs and
is continuing, the Lender may take any or all of the following actions:

      (a) declare the  Aggregate  Commitment of the Lender to make Loans and any
obligation  of the L/C Issuer to make L/C Credit  Extensions  to be  terminated,
whereupon such commitment and obligation shall be terminated;

      (b) declare the unpaid  principal  amount of all  outstanding  Loans,  all
interest  accrued and unpaid  thereon,  and all other  amounts  owing or payable
hereunder or under any other Loan  Document to be  immediately  due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

      (c) require that the Borrower Cash  Collateralize  the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and

      (d)  exercise  all  rights  and  remedies  available  to it under the Loan
Documents;

provided,  however,  that upon the occurrence of an actual or deemed entry of an
order for  relief  with  respect to the  Borrower  or any  Subsidiary  under the
Bankruptcy Code of the United States, the obligation of the Lender to make Loans
and any  obligation  of the L/C  Issuer  to make  L/C  Credit  Extensions  shall
automatically  terminate,  the unpaid principal amount of all outstanding  Loans
and all interest and other amounts as aforesaid shall  automatically  become due
and payable,  and the obligation of the Borrower to Cash  Collateralize  the L/C
Obligations as aforesaid  shall  automatically  become  effective,  in each case
without further act of the Lender.

      8.03. Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have  automatically  become immediately due and
payable and the L/C  Obligations  have  automatically  been  required to be Cash
Collateralized  as set  forth in the  proviso  to  Section  8.02),  any  amounts
received  on  account of the  Obligations  shall be applied by the Lender in the
following order:

      First,  to payment of that portion of the Obligations  constituting  fees,
indemnities,   expenses  and  other  amounts   (including   fees,   charges  and
disbursements  of counsel to the Lender and amounts  payable  under Article III)
payable to the Lender;


                                       65


      Second, to payment of that portion of the Obligations  constituting  fees,
indemnities and other amounts (other than principal and interest) payable to the
Lender  (including fees,  charges and disbursements of counsel to the Lender and
amounts payable under Article III);

      Third, to payment of that portion of the Obligations  constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations;

      Fourth, to payment of that portion of the Obligations  constituting unpaid
principal of the Loans and L/C Borrowings;

      Fifth,  to the L/C  Issuer,  to Cash  Collateralize  that  portion  of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit;

      Sixth,  to the  Lender to cash  collateralize  or pay that  portion of the
Obligations represented by a Swap Contract; and

      Last,  the  balance,  if  any,  after  all of the  Obligations  have  been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section  2.03(c),  amounts used to Cash  Collateralize  the aggregate
undrawn  amount of Letters of Credit  pursuant  to clause  Fifth  above shall be
applied to satisfy  drawings under such Letters of Credit as they occur.  If any
amount  remains on deposit as Cash  Collateral  after all Letters of Credit have
either been fully drawn or expired,  such  remaining  amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                               COLLATERAL SECURITY

      9.01.   Collateral  Security.  In  addition  to  any  and  all  possessory
collateral securing the Obligations,  payment of the Obligations is also secured
by security  interests as set forth in the Security  Documents executed or to be
executed and delivered by the Loan Parties to the Lender.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01.  Amendments,  Etc. No amendment or waiver of any  provision of this
Agreement  or any other Loan  Document,  and no consent to any  departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Lender and the Borrower or the applicable  Loan Party, as the case
may be, and acknowledged by the Lender, and each such waiver or consent shall be
effective only in the specific  instance and for the specific  purpose for which
given.

      10.02. Notices; Effectiveness; Electronic Communication.

      (a)  Notices   Generally.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to be given by  telephone  (and  except as
provided in subsection (b) below), all notices and other communications provided
for  herein  shall be in writing  and shall be  delivered  by hand or  overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications  expressly permitted hereunder
to be given by telephone shall be made to the applicable  telephone  number,  as
follows:


                                       66


The Borrower:               FIND/SVP, Inc.
                            652 Avenue of the Americas, 2d Floor
                            New York, New York 10011
                            Att:  David Walke, CEO
                                  Peter Stone, CFO
                            Fax Number: 212-255-7632

with a copy to:             Kane Kessler, P.C.
                            1350 Avenue of the Americas, 26th floor
                            New York, New York  10019
                            Attn: Robert L. Lawrence, Esq.
                                  Mitchell D. Hollander, Esq.
                            Fax Number: 212-245-3009

The Bank:                   Fleet National Bank, a Bank of America company
                            1185 Avenue of the Americas
                            New York, New York 10036
                            Att:  Theodore W. Janeczko
                            Fax Number: 212-819-6116

with a copy to:             Herrick, Feinstein LLP
                            2 Park Avenue
                            New York, New York 10016
                            Att:  Sol W. Bernstein, Esq.
                            Fax Number: 212-592-1500

Notices sent by hand or  overnight  courier  service,  or mailed by certified or
registered mail, shall be deemed to have been given when received;  notices sent
by telecopier  shall be deemed to have been given when sent (except that, if not
given during normal  business hours for the  recipient,  shall be deemed to have
been  given  at the  opening  of  business  on the  next  business  day  for the
recipient).  Notices delivered through  electronic  communications to the extent
provided  in  subsection  (b) below,  shall be  effective  as  provided  in such
subsection (b).

      (b) Electronic  Communications.  Notices and other  communications  to the
Lender  hereunder  may be delivered or  furnished  by  electronic  communication
(including  e-mail and  Internet or intranet  websites)  pursuant to  procedures
approved by the Lender. The Lender or the Borrower may, in its discretion, agree
to accept  notices  and  other  communications  to it  hereunder  by  electronic
communications  pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.

      Unless  the  Lender   otherwise   prescribes,   (i)   notices   and  other
communications  sent to an  e-mail  address  shall be deemed  received  upon the
sender's receipt of an  acknowledgement  from the intended recipient (such as by
the "return receipt requested"  function,  as available,  return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent  during the normal  business  hours of the  recipient,  such  notice or
communication  shall be deemed to have been sent at the  opening of  business on
the next  business day for the  recipient,  and (ii)  notices or  communications
posted to an Internet  or intranet  website  shall be deemed  received  upon the
deemed  receipt by the intended  recipient at its e-mail address as described in
the foregoing  clause (i) of notification  that such notice or  communication is
available and identifying the website address therefor.


                                       67


      (c) Change of Address, Etc. Each of the Borrower and the Lender may change
its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.

      (d) Reliance by Lender.  The Lender shall be entitled to rely and act upon
any notices  (including  telephonic  Loan  Notices)  purportedly  given by or on
behalf  of the  Borrower  even if (i)  such  notices  were  not made in a manner
specified herein,  were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient,  varied from any confirmation  thereof.  The Borrower shall indemnify
the  Lender  and the  Related  Parties  from all  losses,  costs,  expenses  and
liabilities   resulting  from  the  reliance  by  such  Person  on  each  notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other telephonic  communications  with the Lender may be recorded by the Lender,
and each of the parties hereto hereby consents to such recording.

      10.03.  No  Waiver;  Cumulative  Remedies.  No  failure  by the  Lender to
exercise,  and no delay by any such  Person in  exercising,  any right,  remedy,
power or privilege  hereunder shall operate as a waiver  thereof;  nor shall any
single or partial exercise of any right,  remedy,  power or privilege  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, remedy, power or privilege. The rights,  remedies,  powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

      10.04. Expenses; Indemnity; Damage Waiver.

      (a)  Costs  and  Expenses.  The  Borrower  shall  pay (i)  all  reasonable
out-of-pocket  expenses incurred by the Lender and its Affiliates (including the
reasonable fees,  charges and  disbursements of outside counsel for the Lender),
in  connection  with  the  preparation,  negotiation,  execution,  delivery  and
administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated),  and (ii) all
out-of-pocket  expenses incurred by the Lender (including the fees,  charges and
disbursements  of any outside  counsel for the  Lender) in  connection  with the
enforcement  or protection of its rights (A) in connection  with this  Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection  with the Loans  made  hereunder,  including  all such  out-of-pocket
expenses  incurred during any workout,  restructuring or negotiations in respect
of such Loans.


                                       68


      (b)  Indemnification  by the Borrower.  The Borrower  shall  indemnify the
Lender (and any  sub-agent  thereof) and each Related  Party of the Lender (each
such Person  being called an  "Indemnitee")  against,  and hold each  Indemnitee
harmless  from, any and all losses,  claims,  damages,  liabilities  and related
expenses  (including the fees,  charges and disbursements of any counsel for any
Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any
third  party or by the  Borrower  or any other  Loan  Party  arising  out of, in
connection  with,  or as a  result  of (i) the  execution  or  delivery  of this
Agreement,  any other Loan Document or any agreement or instrument  contemplated
hereby or thereby,  the  performance by the parties  hereto of their  respective
obligations  hereunder or thereunder  or the  consummation  of the  transactions
contemplated hereby or thereby,  (ii) any Loan or the use or proposed use of the
proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials  on or from any  property  owned or operated by the Borrower or any of
its  Subsidiaries,  or any  Environmental  Liability  related  in any way to the
Borrower or any of its  Subsidiaries,  or (iv) any actual or prospective  claim,
litigation,  investigation  or  proceeding  relating  to any  of the  foregoing,
whether based on contract,  tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party,  and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or related  expenses  (x) are  determined  by a court of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful  misconduct of such  Indemnitee or (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's  obligations hereunder or under any other Loan
Document,  if the  Borrower  or  such  Loan  Party  has  obtained  a  final  and
nonappealable  judgment in its favor on such claim as  determined  by a court of
competent jurisdiction.

      (c) Waiver of Consequential  Damages, Etc. To the fullest extent permitted
by  applicable  law,  the Lender and the Borrower  shall not assert,  and hereby
waive,  any claim  against  any  Indemnitee,  on any  theory of  liability,  for
special,  indirect,  consequential  or punitive damages (as opposed to direct or
actual  damages)  arising out of, in  connection  with,  or as a result of, this
Agreement,  any other Loan Document or any agreement or instrument  contemplated
hereby, the transactions  contemplated hereby or thereby, any Loan or the use of
the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be
liable for any damages  arising  from the use by  unintended  recipients  of any
information or other  materials  distributed  by it through  telecommunications,
electronic or other  information  transmission  systems in connection  with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

      (d)  Payments.  All  amounts due under this  Section  shall be payable not
later than ten Business Days after demand therefore in writing.

      (e) Survival. The agreements in this Section shall survive the termination
of the Aggregate Commitment and the repayment,  satisfaction or discharge of all
the other Obligations.

      10.05.  Payments Set Aside. To the extent that any payment by or on behalf
of the  Borrower is made to the  Lender,  or the Lender  exercises  its right of
setoff,  and such  payment or the proceeds of such setoff or any part thereof is
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or required  (including pursuant to any settlement entered into by the Lender in
its  discretion)  to be repaid to a trustee,  receiver  or any other  party,  in
connection with any proceeding under any Debtor Relief Law or otherwise, then to
the extent of such recovery,  the obligation or part thereof originally intended
to be  satisfied  shall be revived and  continued in full force and effect as if
such payment had not been made or such setoff had not occurred.


                                       69


      10.06. Successors and Assigns.

      (a)  Successors  and Assigns  Generally.  The provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or  otherwise  transfer  any of its rights or  obligations  hereunder
without  the prior  written  consent of the Lender.  Nothing in this  Agreement,
expressed or implied,  shall be construed to confer upon any Person  (other than
the parties hereto,  their respective  successors and assigns  permitted hereby,
Participants  to  the  extent  provided  herein  and,  to the  extent  expressly
contemplated  hereby,  the Related Parties of the Lender) any legal or equitable
right, remedy or claim under or by reason of this Agreement.  The term "Bank" as
used herein shall be deemed to include the Lender and its successors,  endorsees
and assigns.

      (b)  Assignment by Lender.  The Lender shall have the right at any time or
from time to time, and without Borrower's or any Guarantor's  consent, to assign
all (as to all,  subject to the  Borrower's  prior  consent  which  shall not be
unreasonably  withheld or delayed) or any portion of its rights and  obligations
hereunder  to one or more  lenders or other  financial  institutions  (each,  an
"Assignee"), and the Borrower and each Guarantor agree that it shall execute, or
cause to be executed, such documents,  including without limitation,  amendments
to  this  Agreement  and to any  other  documents,  instruments  and  agreements
executed in connection herewith as the Lender shall deem necessary to effect the
foregoing.  In addition, at the request of the Lender and any such Assignee, the
Borrower shall issue one or more new  promissory  notes,  as applicable,  to any
such Assignee and, if the Lender has retained any of its rights and  obligations
hereunder following such assignment,  to the Lender,  which new promissory notes
shall be issued in  replacement  of,  but not in  discharge  of,  the  liability
evidenced by the promissory note held by the Lender prior to such assignment and
shall reflect the amount of the  respective  commitments  and loans held by such
Assignee  and the  Lender  after  giving  effect  to such  assignment.  Upon the
execution and delivery of appropriate assignment  documentation,  amendments and
any  other  documentation  required  by  the  Lender  in  connection  with  such
assignment,  and the payment by Assignee of the purchase  price agreed to by the
Lender, and such Assignee,  such Assignee shall be a party to this Agreement and
shall have all of the rights and obligations of the Lender  hereunder (and under
any and all other guaranties,  documents, instruments and agreements executed in
connection  herewith) to the extent that such rights and  obligations  have been
assigned by the Lender  pursuant  to the  assignment  documentation  between the
Lender and such Assignee,  and the Lender shall be released from its obligations
hereunder and thereunder to a corresponding extent.

      (c) Participations. The Lender may at any time, without the consent of, or
notice to, the Borrower, sell participations to any Person (other than a natural
person or the  Borrower or any of the  Borrower's  Affiliates  or  Subsidiaries)
(each,  a  "Participant")  in all or a portion  of the  Lender's  rights  and/or
obligations  under this  Agreement  (including all or a portion of its Aggregate
Commitment  and/or  the  Loans  owing to it);  provided  that  (i) the  Lender's
obligations under this Agreement shall remain  unchanged,  (ii) the Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations  and (iii) the  Borrower  shall  continue  to deal  solely and
directly with the Lender in connection  with the Lender's rights and obligations
under this Agreement.


                                       70


      (d)  Certain  Pledges.  The  Lender  may at any time  pledge  or  assign a
security  interest  in all or any  portion  of its rights  under this  Agreement
(including  under  its  Note,  if  any) to  secure  obligations  of the  Lender,
including any pledge or assignment to secure  obligations  to a Federal  Reserve
Bank;  provided that no such pledge or assignment  shall release the Lender from
any of its obligations  hereunder or substitute any such pledgee or assignee for
the Lender as a party hereto.

      (e) Electronic Execution of Assignments.  The words "execution," "signed,"
"signature,"  and words of like  import  shall be deemed to  include  electronic
signatures or the keeping of records in electronic  form, each of which shall be
of the same legal  effect,  validity or  enforceability  as a manually  executed
signature or the use of a paper-based  recordkeeping system, as the case may be,
to the extent and as provided for in any applicable  law,  including the Federal
Electronic  Signatures  in Global and National  Commerce Act, the New York State
Electronic  Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.

      10.07.  Treatment  of  Certain  Information;  Confidentiality.  The Lender
agrees to maintain the  confidentiality  of the  Information (as defined below),
except that  Information  may be disclosed (a) to its  Affiliates and to its and
its Affiliates' respective partners,  directors,  officers,  employees,  agents,
advisors and  representatives (it being understood that the Persons to whom such
disclosure  is  made  will  be  informed  of the  confidential  nature  of  such
Information and instructed to keep such  Information  confidential),  (b) to the
extent  requested by any regulatory  authority  purporting to have  jurisdiction
over  it  (including  any  self-regulatory   authority,  such  as  the  National
Association  of  Insurance  Commissioners),   (c)  to  the  extent  required  by
applicable laws or regulations or by any subpoena or similar legal process,  (d)
to any other party hereto,  (e) in connection  with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding  relating
to this  Agreement  or any other  Loan  Document  or the  enforcement  of rights
hereunder  or  thereunder,  (f) subject to an  agreement  containing  provisions
substantially  the same as  those of this  Section,  to (i) any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under this  Agreement or (ii) any actual or  prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such  Information  (x)  becomes  publicly  available  other than as a
result of a breach of this Section or (y) becomes  available to the Lender,  any
of their respective  Affiliates on a  nonconfidential  basis from a source other
than the Borrower.

      For purposes of this Section, "Information" means all information received
from the Borrower or any  Subsidiary  relating to the Borrower or any Subsidiary
or any of their respective  businesses,  other than any such information that is
available to the Lender on a  nonconfidential  basis prior to  disclosure by the
Borrower or any Subsidiary,  provided that, in the case of information  received
from the Borrower or any Subsidiary  after the Closing Date, such information is
clearly identified at the time of delivery as confidential.  Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered  to have complied with its  obligation to do so if such Person has
exercised  the same  degree  of care to  maintain  the  confidentiality  of such
Information as such Person would accord to its own confidential information.


                                       71


      10.08.  Right of Setoff. If an Event of Default shall have occurred and be
continuing,  the Lender and each of its  Affiliates is hereby  authorized at any
time and from time to time, to the fullest extent  permitted by applicable  law,
to set off and apply any and all deposits  (general or special,  time or demand,
provisional  or  final,  in  whatever  currency)  at any  time  held  and  other
obligations  (in whatever  currency) at any time owing by the Lender or any such
Affiliate  to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the  obligations of the Borrower or such Loan Party
now or hereafter existing under this Agreement or any other Loan Document to the
Lender ,  irrespective  of whether or not the Lender  shall have made any demand
under this Agreement or any other Loan Document and although such obligations of
the Borrower or such Loan Party may be  contingent or unmatured or are owed to a
branch or office of the Lender  different from the branch or office holding such
deposit  or  obligated  on such  indebtedness.  The rights of the Lender and its
Affiliates  under this  Section  are in addition  to other  rights and  remedies
(including other rights of setoff) that the Lender or its respective  Affiliates
may have.  The Lender  agrees to notify  the  Borrower  promptly  after any such
setoff and application,  provided that the failure to give such notice shall not
affect the validity of such setoff and application.

      10.09. Interest Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan  Documents  shall not  exceed the  maximum  rate of  non-usurious  interest
permitted by applicable  Law (the "Maximum  Rate").  If the Lender shall receive
interest in an amount that exceeds the Maximum Rate,  the excess  interest shall
be  applied  to the  principal  of the  Loans  or,  if it  exceeds  such  unpaid
principal,  refunded  to the  Borrower.  In  determining  whether  the  interest
contracted  for,  charged,  or received by the Lender  exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize any
payment  that is not  principal  as an  expense,  fee,  or premium  rather  than
interest,  (b) exclude  voluntary  prepayments and the effects thereof,  and (c)
amortize,  prorate,  allocate,  and spread in equal or  unequal  parts the total
amount  of  interest   throughout  the  contemplated  term  of  the  Obligations
hereunder.

      10.10.  Counterparts;  Integration;  Effectiveness.  This Agreement may be
executed  in  counterparts   (and  by  different  parties  hereto  in  different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Agreement and the other
Loan Documents  constitute the entire contract among the parties relating to the
subject  matter  hereof  and  supersede  any and  all  previous  agreements  and
understandings,  oral or written,  relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been  executed  by the  Lender  and when the  Lender  shall  have  received
counterparts  hereof that, when taken  together,  bear the signatures of each of
the other parties  hereto.  Delivery of an executed  counterpart  of a signature
page of this  Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

      10.11. Survival of Representations and Warranties. All representations and
warranties  made  hereunder  and in any other Loan  Document  or other  document
delivered  pursuant  hereto or thereto or in  connection  herewith or  therewith
shall   survive  the   execution   and  delivery   hereof  and   thereof.   Such
representations  and warranties  have been or will be relied upon by the Lender,
regardless  of any  investigation  made  by the  Lender  or on  its  behalf  and
notwithstanding  that the Lender may have had notice or knowledge of any Default
at the time of any  Borrowing,  and shall  continue  in full force and effect as
long as any Loan or any  other  Obligation  hereunder  shall  remain  unpaid  or
unsatisfied.


                                       72


      10.12. Severability.  If any provision of this Agreement or the other Loan
Documents is held to be illegal,  invalid or  unenforceable,  (a) the  legality,
validity and  enforceability  of the remaining  provisions of this Agreement and
the other Loan Documents  shall not be affected or impaired  thereby and (b) the
parties  shall  endeavor  in good faith  negotiations  to replace  the  illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  illegal,   invalid  or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      10.13. Governing Law; Jurisdiction; Etc.

      (a) GOVERNING LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b)  SUBMISSION  TO  JURISDICTION.  EACH OF THE  BORROWER  AND THE  LENDER
IRREVOCABLY AND  UNCONDITIONALLY  SUBMITS,  FOR ITSELF AND ITS PROPERTY,  TO THE
NONEXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN  DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,  IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,  OR FOR
RECOGNITION  OR  ENFORCEMENT  OF ANY  JUDGMENT,  AND EACH OF THE PARTIES  HERETO
IRREVOCABLY  AND  UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES  HERETO  AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON THE  JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT  SHALL AFFECT ANY RIGHT THAT THE LENDER,
THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT  AGAINST THE BORROWER OR ITS  PROPERTIES IN
THE COURTS OF ANY JURISDICTION.

      (c) WAIVER OF VENUE.  EACH OF THE BORROWER AND THE LENDER  IRREVOCABLY AND
UNCONDITIONALLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR  PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.


                                       73


      (d) SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS
AGREEMENT  WILL  AFFECT  THE RIGHT OF ANY PARTY  HERETO TO SERVE  PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      10.14.  Waiver of Jury  Trial.  BY  AGREEING  TO  BINDING  ARBITRATION  AS
PROVIDED IN SECTION 10.17, EACH PARTY HERETO HEREBY  IRREVOCABLY  WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING
TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER THEORY).  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,  THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS  AGREEMENT AND THE OTHER LOAN  DOCUMENTS  BY, AMONG OTHER THINGS,  THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.15.  USA PATRIOT Act Notice.  The Lender  hereby  notifies the Borrower
that pursuant to the  requirements  of the USA Patriot Act (Title III of Pub. L.
107-56  (signed  into law October  26,  2001))  (the  "Act"),  it is required to
obtain,  verify and record  information  that  identifies  the  Borrower,  which
information  includes the name and address of the Borrower and other information
that will allow the Lender to identify the Borrower in accordance with the Act.

      10.16. Time of the Essence. Time is of the essence of the Loan Documents.

      10.17. Arbitration

      (a) This paragraph  concerns the resolution of any controversies or claims
between the Borrower  and the Lender,  whether  arising in contract,  tort or by
statute,  including but not limited to controversies or claims that arise out of
or  relate  to:  (i) this  Agreement  (including  any  renewals,  extensions  or
modifications); or (ii) any document related to this Agreement;  (collectively a
"Claim").

      (b) At the  request of the  Borrower  or the  Lender,  any Claim  shall be
resolved by binding  arbitration in accordance with the Federal  Arbitration Act
(Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement
provides that it is governed by the law of a specified state.

      (c) Arbitration proceedings will be determined in accordance with the Act,
the applicable  rules and procedures for the  arbitration of disputes of JAMS or
any successor thereof ("JAMS"), and the terms of this paragraph. In the event of
any inconsistency, the terms of this paragraph shall control.


                                       74


      (d) The  arbitration  shall be  administered  by JAMS and conducted in the
State of New York. All Claims shall be determined by one arbitrator; however, if
Claims  exceed  $5,000,000,  upon the request of any party,  the Claims shall be
decided by three arbitrators.  All arbitration hearings shall commence within 90
days of the demand for arbitration and close within 90 days of commencement  and
the award of the  arbitrator(s)  shall be issued  within 30 days of the close of
the  hearing.  However,  the  arbitrator(s),  upon a showing of good cause,  may
extend the  commencement  of the hearing for up to an  additional  60 days.  The
arbitrator(s)  shall  provide a concise  written  statement  of reasons  for the
award. The arbitration  award may be submitted to any court having  jurisdiction
to be confirmed and enforced.

      (e) The arbitrator(s)  will have the authority to decide whether any Claim
is barred by the statute of limitations  and, if so, to dismiss the  arbitration
on that basis.  For purposes of the  application of the statute of  limitations,
the  service  on JAMS  under  applicable  JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit.  Any dispute  concerning this arbitration
provision  or  whether  a  Claim  is  arbitrable  shall  be  determined  by  the
arbitrator(s).  The  arbitrator(s)  shall  have the  power to award  legal  fees
pursuant to the terms of this Agreement.

      (f) This  paragraph does not limit the right of the Borrower or the Lender
to: (i) exercise self-help  remedies,  such as but not limited to, setoff;  (ii)
initiate  judicial  or  nonjudicial  foreclosure  against  any real or  personal
property  collateral;  (iii)  exercise any judicial or power of sale rights,  or
(iv) act in a court of law to obtain an interim remedy,  such as but not limited
to,  injunctive  relief,  writ of possession or  appointment  of a receiver,  or
additional or supplementary remedies.

      (g) The filing of a court action is not intended to constitute a waiver of
the right of the Borrower or the Lender,  including the suing party,  thereafter
to require submittal of the Claim to arbitration.

      10.18.  Late Fee. If the entire  amount of any required  principal  and/or
interest  is not paid in full  within ten (10) days  after the same is due,  the
Borrower  shall pay to the Lender a late fee equal to five  percent  (5%) of the
required payment.

      10.19.  Lost  Note.  Upon  receipt of the  affidavit  of an officer of the
Lender as to the loss,  theft,  destruction or mutilation of any of the Notes or
any other Security  Document  which is not of public record,  and in the case of
any such loss, theft, destruction or mutilation, upon surrender and cancellation
of such Note or other  Security  Document,  the  Borrower  will  issue,  in lieu
thereof,  a replacement  note or other  security  document in the same principal
amount thereof and otherwise of like tenor.


                                       75


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the date first above written.

                             FIND/SVP, INC.


                             By: /s/ Peter Stone
                                 ---------------------------------------
                             Name: Peter Stone
                                   -------------------------------------

                             Title: Chief Financial Officer, Senior Vice
                                    President, Secretary and Treasurer
                                    ------------------------------------





                             FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, as
                             Lender


                             By: /s/ Theodore Janeczko
                                 -------------------------------------------
                             Name: Theodore Janeczko
                                   -----------------------------------------
                             Title: Vice President
                                    ----------------------------------------

EX-10.2

                              SECURITY AGREEMENT

      SECURITY  AGREEMENT,  dated as of April 1, 2005 (as  amended  from time to
time, this "Security  Agreement")  among FIND/SVP,  Inc., a New York corporation
(the  "Borrower"),  each of the  Subsidiaries  of the Borrower from time to time
party  hereto  (each  such   Subsidiary,   individually,   a  "Guarantor"   and,
collectively,  the "Guarantors"; the Guarantors and the Borrower are referred to
herein individually as a "Grantor" and collectively as the "Grantors") and FLEET
NATIONAL BANK, a Bank of America company (the "Bank").

      Reference is made to the Credit Agreement,  dated as of March 31, 2005 (as
amended,  supplemented,  restated or otherwise  modified from time to time,  the
"Loan Agreement"), by and among the Borrower and the Bank.

      The Bank has agreed to make Loans to the  Borrower  pursuant  to, and upon
the terms and subject to the conditions  specified in, the Loan Agreement.  Each
of the  Guarantors  has  agreed  to  guarantee,  among  other  things,  all  the
obligations of each Loan Party under the Loan Documents.  The obligations of the
Bank to make Loans are conditioned  upon, among other things,  the execution and
delivery  by the  Grantors  of an  agreement  in the form  hereof to secure  the
Obligations.

      Accordingly, the Grantors and the Bank hereby agree as follows:

      Section 1. Definitions

            (a) Unless the context  otherwise  requires,  capitalized terms used
herein and not defined herein shall have the meanings  assigned to such terms in
the Loan Agreement.

            (b) As used herein,  the  following  terms shall have the  following
meanings:

            "Account Debtor": as defined in the Local UCC.

            "Accounts": as defined in the Local UCC.

            "Accounts  Receivable":  all  Accounts  and  all  right,  title  and
interest in any returned goods, together with all rights, titles, securities and
guarantees  with respect  thereto,  including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary,  in each case whether now existing or
owned or hereafter arising or acquired.

            "Chattel Paper": as defined in the Local UCC.

            "Collateral": with respect to any Grantor, all personal property and
fixtures  of every  kind and  nature,  wherever  located,  whether  now owned or
hereafter acquired or arising, and all Proceeds and products thereof, including,
without limitation,  all (i) Accounts Receivable,  (ii) Equipment, (iii) General
Intangibles,  (iv) Inventory, (v) Instruments,  (vi) Pledged Debt, (vii) Pledged
Equity,  (viii) Documents,  (ix) Chattel Paper (whether tangible or electronic),
(x) Deposit Accounts, (xi) Letter of Credit Rights (whether or not the letter of
credit  is  evidenced  by a  writing),  (xii)  Commercial  Tort  Claims,  (xiii)
Intellectual  Property,  (xiv) Supporting  Obligations,  (xv) any other contract
rights or rights to the payment of money,  (xvi) insurance  claims and proceeds,
(xvii) tort claims and (xviii) unless  otherwise  agreed upon in writing by such
Grantor  and the  Bank,  other  property  owned or held by or on  behalf of such
Grantor  that may be  delivered  to and held by the Bank  pursuant  to the terms
hereof.  Notwithstanding  anything  to the  contrary in any Loan  Document,  for
purposes  hereof,  the term  "Collateral"  shall not include any right under any
General  Intangible  if  the  granting  of a  security  interest  therein  or an
assignment  thereof  would  violate  any  applicable  Laws  or  any  enforceable
provision of such General Intangible.



            "Commercial Tort Claims": as defined in the Local UCC.

            "Copyright  License":  any written  agreement,  now or  hereafter in
effect,  granting  any  right to any third  party  under  any  Copyright  now or
hereafter owned by any Grantor or which such Grantor  otherwise has the right to
license,  or  granting  any right to such  Grantor  under any  Copyright  now or
hereafter  owned by any third party,  and all rights of such  Grantor  under any
such agreement.

            "Copyrights":  all of the following now owned or hereafter  acquired
by any Grantor:  (i) all  copyright  rights in any work subject to the copyright
laws of the United  States or any other  country,  whether as author,  assignee,
transferee  or  otherwise,  and  (ii) all  registrations  and  applications  for
registration  of any such  copyright in the United States or any other  country,
including  registrations,  recordings,  supplemental  registrations  and pending
applications for registration in the United States Copyright  Office,  including
those listed on Schedule 6 to the Perfection Certificate.

            "Deposit Accounts": as defined in the Local UCC.

            "Documents": as defined in the Local UCC.

            "Equipment": as defined in the Local UCC, and shall include, without
limitation, all equipment,  furniture and furnishings, and all tangible personal
property similar to any of the foregoing, including tools, parts and supplies of
every kind and description,  and all  improvements,  accessions or appurtenances
thereto, that are now or hereafter owned by any Grantor.

            "Equity Interests":  with respect to (i) a corporation,  the capital
stock thereof, (ii) a partnership,  any partnership interest therein,  including
all  rights  of a  partner  in  such  partnership,  whether  arising  under  the
partnership  agreement  of  such  partnership  or  otherwise,  (iii)  a  limited
liability company,  any membership  interest therein,  including all rights of a
member of such limited  liability  company,  whether  arising  under the limited
liability company agreement of such limited liability company or otherwise, (iv)
any other firm, association,  trust, business enterprise or other entity that is
similar to any other  Person  listed in clauses  (i),  (ii) and (iii),  and this
clause  (iv),  of this  definition,  any  equity  interest  therein or any other
interest  therein that  entitles the holder  thereof to share in the net assets,
revenue,  income, earnings or losses thereof or to vote or otherwise participate
in any election of one or more members of the managing body thereof and (vi) all
warrants and options in respect of any of the foregoing and all other securities
that are convertible or exchangeable therefor.

            "General  Intangibles":  as  defined  in the  Local  UCC,  and shall
include,  without  limitation,  all corporate or other business  records and all
recorded  data of any kind or  nature,  regardless  of the  medium of  recording
including, without limitation, all software, writings, plans, specifications and
schematics, all, indemnification claims, contract rights (including rights under
leases,  whether  entered  into as lessor or lessee,  interest  rate  protection
agreements   and   other   agreements),    Intellectual   Property,    goodwill,
registrations,  franchises,  tax refund claims,  guarantees, and with respect to
Accounts  Receivable and Pledged Debt, all claims,  security  interests or other
security  held by or  granted  to any  Grantor  to secure  payment by an Account
Debtor of any of the Accounts  Receivable or payment by the relevant  obligor of
any of the Pledged Debt.


                                      -2-


            "Instruments":  all  promissory  notes and all other  instruments as
defined in Article 9 (and not Article 3) of the Local UCC.

            "Intellectual  Property":  all  intellectual and similar property of
any  Grantor of every kind and nature  now owned or  hereafter  acquired  by any
Grantor,  including  inventions,   designs,  Patents,  Copyrights,   Trademarks,
Licenses,  trade secrets,  confidential  or  proprietary  technical and business
information,  customer lists,  know-how,  show-how or other data or information,
software and  databases  and all  embodiments  or fixations  thereof and related
documentation, registrations and franchises, and all additions, improvements and
accessions to, and books and records  describing or used in connection with, any
of the foregoing.

            "Inventory": as defined in the Local UCC, and shall include, without
limitation,  all goods of any Grantor,  whether now owned or hereafter acquired,
held for sale or lease,  or furnished  or to be  furnished by any Grantor  under
contracts  of service,  or consumed in any  Grantor's  business,  including  raw
materials,  intermediates, work in process, packaging materials, finished goods,
semi-finished  inventory,  scrap  inventory,  manufacturing  supplies  and spare
parts,  and all such goods that have been  returned to or  repossessed  by or on
behalf of any Grantor.

            "Letter of Credit Rights": as defined in the Local UCC.

            "License": any Patent License,  Trademark License, Copyright License
or other license or sublicense to which any Grantor is a party,  including those
listed on Schedule 6 to the Perfection Certificate.

            "Local  UCC":  the UCC as in  effect in the State of New York on the
date hereof and as amended hereafter.

            "Material  Intellectual  Property" means Intellectual Property owned
by or licensed to a Grantor and deemed  material by the Bank in its  judgment to
the conduct of the business of the Borrower or any of its Subsidiaries.

            "Patent License": any written agreement, now or hereafter in effect,
granting  to any third  party any right to make,  use or sell any  invention  on
which a Patent,  now or  hereafter  owned by any  Grantor  or which any  Grantor
otherwise has the right to license, is in existence,  or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party,  is in existence,  and all rights of any Grantor under
any such agreement.

            "Patents":  all of the following now owned or hereafter  acquired by
any Grantor:  (i) all letters  patent of the United States or any other country,
all  registrations  and recordings  thereof,  and all  applications  for letters
patent  of the  United  States or any other  country,  including  registrations,
recordings  and pending  applications  in the United States Patent and Trademark
Office or any similar  offices in any other country,  including  those listed on
Schedule 6 to the Perfection Certificate, and (ii) all reissues,  continuations,
divisions,  continuations-in-part,  renewals  or  extensions  thereof,  and  the
inventions  disclosed or claimed  therein,  including the right to make,  use or
sell the inventions disclosed or claimed therein.


                                      -3-


            "Perfection  Certificate":  a  certificate  of the  Borrower and its
Subsidiaries in the form of Annex 1 hereto completed and  supplemented  with the
schedules  and  attachments   contemplated  thereby,  and  duly  executed  by  a
Responsible Officer of the Borrower.

            "Pledged Debt": all right,  title and interest of any Grantor to the
payment of any loan,  advance or other debt of every kind and nature (other than
Accounts  Receivable  and  General  Intangibles),  whether due or to become due,
whether or not it has been earned by  performance,  and whether now or hereafter
acquired or arising in the future.

            "Pledged Equity":  with respect to any Grantor, all right, title and
interest  of such  Grantor in any Equity  Interests,  whether  now or  hereafter
acquired or arising in the future except as explicitly excluded per Schedule I-D
hereto..

            "Pledged  Securities":  the Pledged Debt, the Pledged Equity and all
notes, chattel paper, instruments,  certificates,  files, records, ledger sheets
and  documents  covering,  evidencing,  representing  or  relating to any of the
foregoing,  in each case whether now  existing or owned or hereafter  arising or
acquired.

            "Proceeds":  as defined in the Local UCC, and shall include, without
limitation,  any consideration received from the sale, exchange,  license, lease
or other disposition of any asset or property that constitutes  Collateral,  any
value  received as a consequence of the possession of Collateral and any payment
received  from any  insurer  or  other  person  or  entity  as a  result  of the
destruction,  loss, theft,  damage or other  involuntary  conversion of whatever
nature of any asset or  property  that  constitutes  Collateral  and any and all
other amounts from time to time paid or payable under or in connection  with the
Collateral,  including (i) any claim of any Grantor  against any third party for
(and the right to sue and  recover  for and the rights to damages or profits due
or  accrued  arising  out of or in  connection  with)  past,  present  or future
infringement or dilution of any Intellectual  Property now or hereafter owned by
any  Grantor,  or licensed  under any  license,  (ii)  subject to Section 6, all
rights  and  privileges  with  respect  to, and all  payments  of  principal  or
interest,  dividends,  cash,  instruments  and other  property from time to time
received,  receivable or otherwise distributed in respect of, in exchange for or
upon the  conversion  of, any of the  Pledged  Securities  and (iii) any and all
other amounts from time to time paid or payable under or in connection  with the
Collateral.

            "Security Interest": as defined in Section 2(a).

            "Supporting Obligations": as defined in the Local UCC.

            "Trademark  License":  any written  agreement,  now or  hereafter in
effect,  granting  to any  third  party any  right to use any  Trademark  now or
hereafter  owned by any Grantor or which any Grantor  otherwise has the right to
license,  or  granting  to any  Grantor  any right to use any  Trademark  now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.

            "Trademarks":  all of the following now owned or hereafter  acquired
by any Grantor: (a) all trademarks, service marks, trade names, corporate names,
company names,  business names,  fictitious business names, trade styles,  trade
dress,  logos,  other  source  or  business  identifiers,  designs  and  general
intangibles of like nature,  now existing or hereafter adopted or acquired,  all
registrations  and  recordings  thereof,  and  all  registration  and  recording
applications  filed  in  connection  therewith,   including   registrations  and
registration  applications in the United States Patent and Trademark Office, any
State of the United  States or any similar  offices in any other  country or any
political subdivision thereof, and all extensions or renewals thereof, including
those  listed on  Schedule 6 to the  Perfection  Certificate,  (b) all  goodwill
associated therewith or symbolized thereby and (c) all other assets,  rights and
interests that uniquely reflect or embody such goodwill.


                                      -4-


            "UCC": with respect to any jurisdiction, the Uniform Commercial Code
as from time to time in effect in such jurisdiction.

            (c) The principles of construction  specified in Section 1.02 of the
Loan Agreement shall be applicable to this Security Agreement.

      Section 2. Grant of Security Interest; No Assumption of Liability

            (a) As security for the payment or  performance,  as applicable,  in
full of the Obligations,  each of the Grantors hereby bargains,  sells, conveys,
assigns, sets over, mortgages,  pledges, hypothecates and transfers to the Bank,
and hereby  grants to the Bank a security  interest in, all of the right,  title
and  interest of such  Grantor in, to and under the  Collateral  (the  "Security
Interest").  Without  limiting the foregoing,  the Bank is hereby  authorized to
file one or more financing statements,  continuation statements,  recordation or
other documents for the purpose of perfecting, confirming, continuing, enforcing
or protecting the Security Interest granted by each of the Grantors, without the
signature of any Grantor, and naming any Grantor or the Grantors, as applicable,
as debtors and the Bank as secured party.

            (b) The Security  Interest is granted as security only and shall not
subject the Bank to, or in any way alter or modify,  any obligation or liability
of any Grantor with respect to or arising out of the Collateral.

      Section 3. Delivery of the Collateral

            Each of the Grantors agrees promptly upon the request of the Bank to
deliver or cause to be delivered to the Bank any and all notes,  Chattel  Paper,
instruments, certificates, files, records, ledger sheets and documents covering,
evidencing,  representing  or  relating to any of the  Collateral,  or any other
amount that becomes payable under or in connection with any Collateral, owned or
held by or on behalf of such  Grantor,  in each case  accompanied  by (i) in the
case of any notes,  chattel  paper,  instruments  or stock  certificates,  stock
powers duly executed in blank or other  instruments of transfer  satisfactory to
the Bank and such other  instruments  and  documents as the Bank may  reasonably
request and (ii) in all other  cases,  proper  instruments  of  assignment  duly
executed by such Grantor and such other instruments or documents as the Bank may
reasonably request. Upon the written request of the Bank each Grantor will cause
any Pledged  Debt owed or owing to such Grantor by any Person to be evidenced by
a duly  executed  promissory  note that is  pledged  and  delivered  to the Bank
pursuant to the terms hereof.

      Section 4. Representations and Warranties

            Each  of the  Grantors,  jointly  with  the  others  and  severally,
represents and warrants to the Bank that:

            (a) Such  Grantor  has good and  valid  rights  in and  title to the
Collateral  and has full power and  authority  to grant to the Bank the Security
Interest in the Collateral  pursuant hereto and to execute,  deliver and perform
its obligations in accordance with the terms of this Security Agreement, without
the consent or approval of any other  Person  other than any consent or approval
which has been obtained.


                                      -5-


            (b) The  Perfection  Certificate,  to the  extent it relates to such
Grantor or any of its  Collateral  or other  property,  has been duly  prepared,
completed  and executed  and the  information  set forth  therein is correct and
complete as of the effective date of the Security Agreement..

            (c) The Security Interest  constitutes (i) a legal and valid Lien on
and  security  interest  in all of  the  Collateral  securing  the  payment  and
performance of the  Obligations,  (ii) subject to (A) filing Uniform  Commercial
Code  financing  statements,   or  other  appropriate  filings,   recordings  or
registrations  containing a description of the Collateral owned or held by or on
behalf of such Grantor (including,  without limitation, a counterpart or copy of
this Security  Agreement) in each  applicable  governmental,  municipal or other
office  and (B) the  delivery  to the Bank of any  instruments  or  certificated
securities  included in such Collateral,  a perfected  security interest in such
Collateral  to the extent that a security  interest  may be perfected by filing,
recording or registering a financing statement or analogous document,  or by the
Bank's taking  possession,  in the United  States (or any political  subdivision
thereof)  and its  territories  and  possessions  pursuant  to the UCC or  other
applicable  law in such  jurisdictions  and (iii)  subject  to the  receipt  and
recording of this Agreement or other  appropriate  instruments  or  certificates
with the United  States  Patent  and  Trademark  Office  and the  United  States
Copyright Office, as applicable,  a security interest that shall be perfected in
all Collateral  consisting of Intellectual Property in which a security interest
may be perfected by a filing or  recordation  with the United  States Patent and
Trademark Office or the United States Copyright Office, as applicable.

            (d) The Security Interest is and shall be prior to any other Lien on
any of the  Collateral  owned or held by or on behalf of such Grantor other than
Liens expressly  permitted pursuant to the Loan Documents.  The Collateral owned
or held by or on behalf of such Grantor is so owned or held by it free and clear
of any  Lien,  except  for  Liens  expressly  permitted  pursuant  to  the  Loan
Documents.

            (e) With  respect  to each  Account  Receivable  (i) no  transaction
giving rise to such Account  Receivable  violated or will violate any applicable
federal,  state or local law,  rule or  ordinance,  the violation of which could
reasonably  be  expected  to  have a  Material  Adverse  Effect,  or  materially
adversely  affect the ability of such Grantor to perform its  obligations  under
the Loan Documents to which it is a party,  (ii) such Account  Receivable is not
subject to terms  prohibiting  the  assignment  thereof or  requiring  notice or
consent to such  assignment,  except for  notices  and  consents  that have been
obtained and (iii) such Account  Receivable  represents a bona fide  transaction
which  requires  no  further  act on such  Grantor's  part to make such  Account
Receivable payable by the Account Debtor with respect thereto,  and such Account
Receivable  is not subject to any offsets or  deductions  and does not represent
any  consignment  sales,  guaranteed  sale,  sale or  return  or  other  similar
understanding or any obligation of any Affiliate of such Grantor.

            (f) With respect to all Inventory:  (i) such Inventory is located on
the premises set forth in the Perfection Certificate, or is Inventory in transit
for sale in the ordinary  course of business,  (ii) no such Inventory is subject
to any Lien other than Liens permitted by the Loan  Agreement,  and (iii) except
as  permitted  hereby  or  by  the  Loan  Agreement,  no  such  Inventory  is on
consignment  or is now stored or shall be stored  any time  after the  Effective
Date with a bailee, warehouseman or similar Person.

            (g)  Schedules  I-A,  I-B and I-C  accurately  set  forth all of the
Material  Intellectual Property of the Grantors as of the date of this Agreement
and one or more of the Grantors has rights to such Intellectual Property.


                                      -6-


      Section 5. Covenants

            (a) Each of the Grantors  shall  provide the Bank with not less than
15 Business Days prior written notice of any change (i) in its legal name,  (ii)
in its  jurisdiction of organization or formation,  (iii) in the location of its
chief executive  office or principal place of business,  (iv) in its identity or
legal or  organizational  structure  or (v) in its  organization  identification
number or its  Federal  Taxpayer  Identification  Number and shall  execute  and
deliver to the Bank such instruments, agreements and documents as the Bank shall
reasonably  request  so that the Bank may  make  all  filings  under  the UCC or
otherwise  that are  required  in order  for the Bank to  continue  at all times
following  such  change to have a valid,  legal  and  perfected  first  priority
security  interest  in all  the  Collateral  (subject  only to  Liens  expressly
permitted to be prior to the Security  Interest pursuant to the Loan Documents).
Each  Grantor  shall  promptly  notify the Bank if any  material  portion of the
Collateral  owned  or held  by or on  behalf  of  such  Grantor  is  damaged  or
destroyed.

            (b)  Each  of the  Grantors  shall  maintain,  at its own  cost  and
expense, such complete and accurate records with respect to the Collateral owned
or held by it or on its behalf as is consistent  with its current  practices and
in accordance  with such prudent and standard  practices used in industries that
are the same as or similar to those in which it is engaged,  but in any event to
include  complete  accounting  records  indicating  all  payments  and  proceeds
received with respect to any part of such Collateral, and, at such time or times
as the Bank may reasonably request,  promptly to prepare and deliver to the Bank
copies of such records as duly  certified by an officer of such Grantor and/or a
duly certified schedule or schedules in form and detail satisfactory to the Bank
showing the identity and amount of any and all such Collateral.

            (c)  Each  year,  at  the  time  of  delivery  of  annual  financial
statements  with  respect to the  preceding  fiscal  year  pursuant  to the Loan
Agreement,  the Borrower shall deliver to the Bank a certificate  executed by an
authorized  representative  of the Borrower,  (i) setting forth the  information
required pursuant to Sections 1, 2(a), 4 and 5 of the Perfection  Certificate or
confirming  that there has been no change  which is material in the  judgment of
the Bank in such information since the date of the Perfection Certificate or the
date of the most recent  certificate  delivered  pursuant to this  paragraph and
(ii)  certifying  that the Borrower and the  Guarantors are in compliance in all
material  respects  in the  judgment  of the Bank  with all of the terms of this
Security Agreement.

            (d) Each of the Grantors  shall,  at its own cost and expense,  take
any and all actions reasonably necessary to defend title to the Collateral owned
or held by it or on its behalf  against all  Persons and to defend the  Security
Interest  in such  Collateral  and the  priority  thereof  against  any Lien not
expressly permitted pursuant to the Loan Documents.

            (e)  Each  of the  Grantors  shall,  at its  own  expense,  execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Bank may from time to time reasonably
request to preserve, protect and perfect the Security Interest granted by it and
the rights and remedies  created  hereby,  including the payment of any fees and
taxes  required in  connection  with its execution and delivery of this Security
Agreement,  the  granting by it of the  Security  Interest and the filing of any
financing statements or other documents in connection herewith or therewith.

            (f) The Bank and such persons as the Bank may  reasonably  designate
shall  have the  right,  at the  cost  and  expense  of the  Grantors,  and upon
reasonable  prior notice,  at reasonable times and during normal business hours,
to  inspect  all of its  records  (and to make  extracts  and  copies  from such
records),  to discuss its affairs with its officers and independent  accountants
and to  verify  under  reasonable  procedures  the  validity,  amount,  quality,
quantity,  value,  condition and status of, or any other matter relating to, the
Collateral  owned  or held by it or on its  behalf,  including,  in the  case of
Accounts,  Pledged Debt or Collateral in the possession of any third person,  by
contacting  Account  Debtors,  obligors  or the  third  person  possessing  such
Collateral for the purpose of making such a verification.


                                      -7-


            (g) Each of the Grantors  shall remain liable to observe and perform
all the conditions and obligations to be observed and performed by it under each
contract,  agreement or instrument relating to the Collateral, all in accordance
with the terms and conditions thereof,  and such Grantor shall, jointly with the
others and severally,  indemnify and hold harmless the Bank from and against any
and all liability for such performance.

            (h)  None  of the  Grantors  shall  make  or  permit  to be  made an
assignment,  pledge or hypothecation of the Collateral owned or held by it or on
its behalf, or shall grant any other Lien in respect of such Collateral,  except
as expressly permitted by the Loan Documents.  Except for the Security Interest,
no Grantor shall make or permit to be made any transfer of such Collateral,  and
each Grantor  shall remain at all times in  possession  of such  Collateral  and
shall remain the direct owner,  beneficially and of record, except that prior to
the occurrence and during the  continuance of an Event of Default,  the Grantors
may use and dispose of the Collateral in any lawful manner not inconsistent with
the provisions of this Security Agreement,  the Loan Agreement or any other Loan
Document.

            (i) None of the  Grantors  will,  without the Bank's  prior  written
consent,  grant any extension of the time of payment of any Accounts Receivable,
compromise, compound or settle the same for less than the full amount thereof or
allow any credit or discount whatsoever thereon, other than extensions, credits,
discounts,  compromises or settlements granted or made in the ordinary course of
business and consistent  with its current  practices and in accordance with such
prudent  and  standard  practices  used in  industries  that  are the same as or
similar to those in which such Grantor is engaged.

            (j) The Grantors,  at their own expense,  shall maintain or cause to
be maintained  insurance  covering  physical loss or damage to the Inventory and
Equipment in  accordance  with the  requirements  of the Loan  Agreement,  which
insurance  shall be  against  all  risks  customarily  insured  against  by most
companies of comparable size in the industry in which each Grantor operates. The
Grantors  shall  not  modify  any  such  insurance  or  reduce  amounts  payable
thereunder  without the prior written consent of the Bank. All policies covering
such  insurance (i) shall contain a standard loss payable  clause and shall name
the Bank as additional  insured and loss payee in respect of each claim relating
to the  Collateral  and  resulting  in a payment  thereunder  and (ii)  shall be
indorsed to provide,  in respect of the interests of the Bank, that (A) the Bank
shall  be an  additional  insured,  (B) 30 days'  prior  written  notice  of any
cancellation  thereof  shall be given to the Bank and (C) in the event  that any
Grantor  at any time or times  shall  fail to pay any  premium  in whole or part
relating thereto, the Bank may, in its sole discretion,  pay such premium.  Each
Grantor irrevocably makes,  constitutes and appoints the Bank (and all officers,
employees or agents  designated by the Bank) as such  Grantor's  true and lawful
agent (and attorney-in-fact) for the purpose, during the continuance of an Event
of Default,  of making,  settling and adjusting  claims in respect of Collateral
under  policies of  insurance,  endorsing the name of such Grantor on any check,
draft,  instrument or other item of payment for the proceeds of such policies of
insurance and for making all  determinations and decisions with respect thereto.
In the  event  that any  Grantor  at any time or times  shall  fail to obtain or
maintain any of the policies of insurance  required hereby or to pay any premium
in whole or part relating  thereto,  the Bank may,  without waiving or releasing
any  obligation or liability of the Grantors  hereunder or any Event of Default,
in its sole  discretion,  obtain and maintain such policies of insurance and pay
such premium and take any other  actions with respect  thereto as the Bank deems
advisable.  All sums  disbursed by the Bank in connection  with this  paragraph,
including  reasonable  attorneys' fees, court costs,  expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the Bank and
shall be additional Obligations secured hereby.


                                      -8-


            (k) Upon the  occurrence of an Event of Default,  each Grantor shall
legend its  Accounts  Receivable,  its Pledged  Debt and its books,  records and
documents evidencing or pertaining thereto with an appropriate  reference to the
fact that such Accounts  Receivable  have been assigned to the Bank and that the
Bank has a security interest therein.

            (l)  Each  Grantor  shall:  (i) not  (and  shall  cause  each of its
licensees not to) do any act, or omit to do any act,  whereby any Patent that is
material to the conduct of such  Grantor's  business may become  invalidated  or
dedicated  to the  public;  (ii) (and  shall  cause  each of its  licensees  to)
continue  to mark any  products  covered by a Patent  with the  relevant  patent
number as necessary and  sufficient to establish and preserve its maximum rights
under applicable  patent laws; (iii) for each Trademark  material to the conduct
of such Grantor's business,  (A) maintain (and shall cause each of its licensees
to maintain)  such Trademark in full force free from any claim of abandonment or
invalidity  for non-use,  (B) maintain (and shall cause each of its licensees to
maintain) the quality of products and services offered under such Trademark, (C)
display (and shall cause each of its licensees to display) such  Trademark  with
notice of federal or foreign registration to the extent necessary and sufficient
to establish and preserve its rights under  applicable law and (D) not knowingly
use or  knowingly  permit the use of such  Trademark  in  violation of any third
party valid and legal rights; (iv) for each work covered by a Copyright material
to the conduct of such  Grantor's  business,  continue  to  publish,  reproduce,
display,  adopt and distribute  the work with  appropriate  copyright  notice as
necessary  and  sufficient  to establish  and preserve its maximum  rights under
applicable  copyright  laws;  (v)  notify the Bank  promptly  if it knows or has
reason to know that any  Intellectual  Property  material  to the conduct of its
business  may become  abandoned,  lost or  dedicated  to the  public,  or of any
adverse determination or development  (including the institution of, or any such
determination  or development in, any proceeding in the United States Patent and
Trademark Office,  United States Copyright Office or any court or similar office
of any country) regarding such Grantor's ownership of any Intellectual Property,
its right to register the same, or to keep and maintain the same;  (vi) promptly
inform the Bank in the event that it shall,  either itself or through any agent,
employee,  licensee  or  designee,  file an  application  for  any  Intellectual
Property (or for the registration of any Trademark or copyright) with the United
States Patent and Trademark Office, United States Copyright Office or any office
or agency in any  political  subdivision  of the  United  States or in any other
country or any political  subdivision thereof,  and, execute and deliver any and
all  agreements,  instruments,  documents  and papers as the Bank may request to
evidence the Bank's  security  interest in such Patent,  Trademark or Copyright,
and each Grantor hereby appoints the Bank as its attorney-in-fact to execute and
file upon the occurrence and during the  continuance of an Event of Default such
writings for the  foregoing  purposes,  all acts of such  attorney  being hereby
ratified  and  confirmed;  such  power,  being  coupled  with  an  interest,  is
irrevocable;  and (vii) take all necessary  steps that are  consistent  with the
practice in any proceeding before the United States Patent and Trademark Office,
United  States  Copyright  Office  or any  office  or  agency  in any  political
subdivision  of the  United  States or in any  other  country  or any  political
subdivision  thereof, to maintain and pursue each material  application relating
to the Patents,  Trademarks or Copyrights  (and to obtain the relevant  grant or
registration)  and to maintain each issued Patent and each  registration  of the
Trademarks  and  Copyrights  that is material  to the conduct of such  Grantor's
business,  including timely filings of applications  for renewal,  affidavits of
use,  affidavits of  incontestability  and payment of maintenance  fees, and, if
consistent with good business judgment, to initiate opposition, interference and
cancellation  proceedings  against third parties.  In the event that any Grantor
has reason to believe that any Collateral  consisting of a Patent,  Trademark or
Copyright material to the conduct of any Grantor's business has been or is about
to be  infringed,  misappropriated  or diluted by a third  party,  such  Grantor
promptly  shall  notify the Bank and shall,  if  consistent  with good  business
judgment,  promptly sue for  infringement,  misappropriation  or dilution and to
recover any and all damages for such infringement, misappropriation or dilution,
and take such  other  actions  as are  appropriate  under the  circumstances  to
protect such Collateral. Upon and during the continuance of an Event of Default,
each  Grantor  shall use its best  efforts to obtain all  requisite  consents or
approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect  the  assignment  of all of such  Grantor's  right,  title and
interest thereunder to the Bank or its designee.


                                      -9-


      Section 6. Certain Rights as to the Collateral; Attorney-In-Fact

            (a) So long as no  Event  of  Default  shall  have  occurred  and be
continuing:

                  (i) Each  Grantor  shall be entitled  to exercise  any and all
voting and other  consensual  rights  pertaining  to the  Collateral or any part
thereof  for any  purpose  not  inconsistent  with the  terms  of this  Security
Agreement and the other Loan  Documents,  provided,  that such Grantor shall not
exercise or refrain from  exercising  any such right  without the prior  written
consent of the Bank if such  action or  inaction  would have a material  adverse
effect on the value of the  Collateral,  or any part  thereof,  or the validity,
priority or perfection of the security  interests granted hereby or the remedies
of the Bank hereunder.

                  (ii) Each Grantor  shall be entitled to receive and retain any
and all dividends,  principal,  interest and other distributions paid in respect
of the Collateral to the extent not prohibited by this Security Agreement or the
other  Loan  Documents,  provided,  that any and all (A)  dividends,  principal,
interest and other  distributions  paid or payable other than in cash in respect
of, and  instruments  (other than checks in payment of cash dividends) and other
property  received,  receivable  or otherwise  distributed  in respect of, or in
exchange for, Collateral,  (B) dividends and other distributions paid or payable
in cash in  respect  of any  Collateral  in  connection  with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in-surplus,  and (C) cash paid, payable or otherwise distributed
in  redemption  of, or in  exchange  for,  any  Collateral,  shall be, and shall
forthwith  be  delivered  to the Bank to be held as,  Collateral  and shall,  if
received by such  Grantor,  be received in trust for the benefit of the Bank, be
segregated from the other property of such Grantor,  and be forthwith  delivered
to the Bank as  Collateral  in the same form as so received  (with any necessary
endorsement or assignment).

                  (iii)  The Bank  shall  execute  and  deliver  (or cause to be
executed and  delivered)  to the Grantors,  at the  Grantors'  expense) all such
proxies and other  instruments  as the Grantors may  reasonably  request for the
purpose of enabling  the  Grantors to exercise the voting and other rights which
it is  entitled  to  exercise  pursuant  to clause (i) above and to receive  the
dividends,  principal or interest payments,  or other  distributions which it is
authorized to receive and retain pursuant to clause (ii) above.

            (b) Upon the  occurrence  and during the  continuance of an Event of
Default:

                  (i) All rights of each  Grantor to (A) exercise the voting and
other  consensual  rights  which it would  otherwise  be  entitled  to  exercise
pursuant to Section  6(a)(i)  shall,  upon  notice to such  Grantor by the Bank,
cease and (B) receive the dividends,  principal and interest  payments and other
distributions  which it would  otherwise  be  authorized  to receive  and retain
pursuant to Section  6(a)(ii)  shall  automatically  cease,  and all such rights
shall thereupon become vested in the Bank, which shall thereupon have the right,
but not the obligation,  to exercise such  consensual  rights and to receive and
hold  as  Collateral  such  dividends,   principal  or  interest   payments  and
distributions.


                                      -10-


                  (ii) All dividends,  principal and interest payments and other
distributions  which are received by any Grantor  contrary to the  provisions of
Section 6(b)(i) shall be received in trust for the benefit of the Bank, shall be
segregated  from other funds of such Grantor and shall be forthwith paid over to
the Bank as  Collateral  in the same form as so  received  (with  any  necessary
endorsement).

            (c)  In  the  event  that  all or any  part  of  the  securities  or
instruments  constituting the Collateral are lost, destroyed or wrongfully taken
while such  securities or  instruments  are in the  possession of the Bank,  the
Grantors  shall cause the delivery of new  securities or instruments in place of
the lost,  destroyed or wrongfully  taken securities or instruments upon request
therefor  by the Bank  without  the  necessity  of any  indemnity  bond or other
security  other than the Bank's  agreement or indemnity  therefor  customary for
security  agreements  similar to this Security  Agreement.and in form reasonably
acceptable to the issuer.

            (d) Each Grantor hereby irrevocably appoints the Bank such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise,  from time to time at any time when an
Event of Default  exists,  in the Bank's  discretion,  to take any action and to
execute  any  instrument  which  the Bank may deem  necessary  or  advisable  to
accomplish  the  purposes  of  this  Security  Agreement,   including,   without
limitation:

                  (i) to ask for, demand, collect, sue for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral, and to receive, indorse, and collect any
drafts  or  other  chattel  paper,   instruments  and  documents  in  connection
therewith,

                  (ii) to file any  claims or take any action or  institute  any
proceedings which the Bank may deem necessary or desirable for the collection of
any of the  Collateral  or  otherwise  to  enforce  the  rights of the Bank with
respect to any of the Collateral, and

                  (iii) to receive,  indorse and  collect all  instruments  made
payable to such Grantor representing any dividend,  principal payment,  interest
payment or other  distribution  in respect of the Collateral or any part thereof
and to give full  discharge for the same.  The powers  granted to the Bank under
this  Section  constitute  a power  coupled  with an  interest  which  shall  be
irrevocable by such Grantor and shall survive until all of the Obligations  have
been indefeasibly paid in full in cash.

            (e) If any Grantor fails to perform any agreement  contained herein,
the Bank may itself perform,  or cause  performance of, such agreement,  and the
reasonable  expenses  of the Bank  incurred  in  connection  therewith  shall be
payable by the Grantors under Section 9.

            (f) The powers conferred on the Bank hereunder are solely to protect
its interest in the Collateral and shall not impose any duty upon it to exercise
any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder,  the Bank shall
have no duty as to any  Collateral.  The Bank shall be deemed to have  exercised
reasonable  care  in the  custody  and  preservation  of the  Collateral  in its
possession if the Collateral is accorded treatment  substantially  equal to that
which the Bank accords its own property.


                                      -11-


      Section 7. Remedies upon Default

            (a) Upon the  occurrence  and during the  continuance of an Event of
Default,  each of the Grantors shall deliver each item of Collateral to the Bank
on  demand,  and the Bank shall have in any  jurisdiction  in which  enforcement
hereof is sought,  in addition to any other rights and remedies,  the rights and
remedies of a secured  party under the Local UCC or the UCC of any  jurisdiction
in which the Collateral is located,  including,  without limitation,  the right,
with or  without  legal  process  (to the extent  permitted  by law) and with or
without  prior  notice or demand  for  performance,  to take  possession  of the
Collateral and without  liability for trespass (to the extent  permitted by law)
to enter any  premises  where the  Collateral  may be located for the purpose of
taking  possession of or removing the Collateral  (and for that purpose the Bank
may, so far as the Grantors can give authority therefor, enter upon any premises
on which the  Collateral  may be situated and remove the  Collateral  therefrom)
and, generally, to exercise any and all rights afforded to a secured party under
the  UCC or  other  applicable  law.  Without  limiting  the  generality  of the
foregoing,  each of the  Grantors  agrees  that the Bank  shall  have the right,
subject to the mandatory  requirements  of applicable  law, to sell or otherwise
dispose of all or any part of the  Collateral,  at public or private  sale or at
any broker's board or on any securities  exchange,  for cash, upon credit or for
future delivery as the Bank shall deem  appropriate.  Each such purchaser at any
such sale shall hold the property sold absolutely,  free from any claim or right
on the part of any  Grantor,  and each of the  Grantors  hereby  waives  (to the
extent permitted by law) all rights of redemption, stay, valuation and appraisal
which such  Grantor  or now has or may at any time in the future  have under any
rule of law or statute now existing or hereafter enacted.

            (b) Unless the  Collateral  is  perishable  or  threatens to decline
speedily in value or is of a type customarily sold on a recognized  market,  the
Bank shall give to the Borrower at least five Business Days prior written notice
of the time and place of any  public  sale of  Collateral  or of the time  after
which any private sale or any other  intended  disposition  is to be made.  Each
Grantor hereby acknowledges that five Business Days prior written notice of such
sale or sales shall be reasonable notice. Each Grantor hereby waives any and all
rights that it may have to a judicial  hearing in advance of the  enforcement of
any of the Bank's rights hereunder,  including, without limitation, the right of
the Bank  following  an Event of Default  to take  immediate  possession  of the
Collateral and to exercise the Bank's rights with respect thereto.

            (c) Any such public sale shall be held at such time or times  within
ordinary  business  hours  and at such  place or  places as the Bank may fix and
state in the notice (if any) of such sale.  At any such public or private  sale,
the Collateral,  or any portion thereof, to be sold may be sold in one lot as an
entirety  or in  separate  parcels,  as the Bank  may (in its sole and  absolute
discretion)  determine.  The Bank shall not be obligated to make any sale of any
Collateral  if it shall  determine  not to do so,  regardless  of the fact  that
notice of sale of such Collateral  shall have been given.  The Bank may, without
notice or  publication,  adjourn any public or private sale or cause the same to
be adjourned from time to time by  announcement  at the time and place fixed for
sale, and such sale may,  without further notice,  be made at the time and place
to which the same was so  adjourned.  In case any sale of all or any part of the
Collateral is made on credit or for future delivery,  the Collateral so sold may
be  retained  by the Bank  until  the sale  price  is paid by the  purchaser  or
purchasers thereof,  but the Bank shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure,  such  Collateral  may be sold again upon like
notice.  At any public (or, to the extent permitted by applicable law,  private)
sale made pursuant to this Section, the Bank may bid for or purchase,  free from
any right of redemption, stay, valuation or appraisal on the part of any Grantor
(all said rights being also hereby waived and  released),  the Collateral or any
part thereof  offered for sale and may make payment on account  thereof by using
any claim then due and payable to the Bank from any Grantor as a credit  against
the purchase  price,  and the Bank may, upon  compliance with the terms of sale,
hold, retain and dispose of such property without further  accountability to any
Grantor therefor.  For purposes hereof,  (i) a written agreement to purchase the
Collateral or any portion  thereof shall be treated as a sale thereof,  (ii) the
Bank shall be free to carry out such sale  pursuant to such  agreement and (iii)
none of the Grantors  shall be entitled to the return of the  Collateral  or any
portion thereof subject  thereto,  notwithstanding  the fact that after the Bank
shall have entered into such an agreement  all Events of Default shall have been
remedied and the  Obligations  paid in full. As an alternative to exercising the
power of sale herein  conferred upon it, the Bank may proceed by a suit or suits
at law or in equity to foreclose  upon the Collateral and to sell the Collateral
or any  portion  thereof  pursuant  to a judgment or decree of a court or courts
having competent  jurisdiction or pursuant to a proceeding by a  court-appointed
receiver.


                                      -12-



            (d) Any sale  pursuant to the  provisions of this Section 7 shall be
deemed to conform to  commercially  reasonable  standards as provided in Section
9-610 of the Local UCC or the UCC of any other  jurisdiction in which Collateral
is located or any other  requirement  of applicable  law.  Without  limiting the
foregoing,  each  Grantor  agrees and  acknowledges  that,  to the  extent  that
applicable law imposes duties on the Bank to exercise remedies in a commercially
reasonable manner, it shall be commercially reasonable for the Bank to do any or
all of the following:  (i) fail to incur expenses deemed significant by the Bank
to prepare  Collateral for disposition or otherwise to complete raw materials or
work in process into finished goods or other finished  products for disposition;
(ii) fail to obtain third party consents for access to Collateral to be disposed
of,  or to  obtain  or,  if not  required  by  other  law,  to  fail  to  obtain
governmental  or third party  consents  for the  collection  or  disposition  of
Collateral  to be collected  or disposed  of, (iii) fail to exercise  collection
remedies against Account Debtors or other persons  obligated on Collateral or to
remove  Liens on any  Collateral,  (iv)  exercise  collection  remedies  against
Account  Debtors and other Persons  obligated on Collateral  directly or through
the use of collection agencies and other collection  specialists,  (v) advertise
dispositions of Collateral through publications or media of general circulation,
whether or not the  Collateral  is of a specialized  nature,  (vi) contact other
Persons, whether or not in the same business as the Grantors, for expressions of
interest in acquiring  all or any portion of the  Collateral,  (vii) hire one or
more  professional  auctioneers  to assist  in the  disposition  of  Collateral,
whether or not the  Collateral is of a  specialized  nature,  (viii)  dispose of
Collateral  utilizing  Internet  sites that provide for the auction of assets of
the types  included in the  Collateral  or that have a reasonable  capability of
doing so, or that match buyers and sellers of assets, (ix) disclaim dispositions
of  warranties,   (x)  purchase  (or  fail  to  purchase)  insurance  or  credit
enhancements to insure the Bank against risk of loss,  collection or disposition
of Collateral or to provide to the Bank a guaranteed  return from the collection
or disposition of  Collateral,  or (xi) to the extent deemed  appropriate by the
Bank, obtain the services of other brokers, investment bankers,  consultants and
other  professionals  to assist the Bank in the collection or disposition of any
of the  Collateral.  Nothing in this  Section 7 shall be  construed to grant any
rights to the  Grantors  or to impose any duties on the Bank that would not have
been  granted or imposed by this  Security  Agreement or  applicable  law in the
absence of this Section 7 and the parties hereto acknowledge that the purpose of
this  Section 7 is to  provide  non-exhaustive  indications  of what  actions or
omissions by the Bank would be deemed commercially reasonable in the exercise by
the Bank of remedies  against the Collateral and that other actions or omissions
by the Bank shall not be deemed  commercially  unreasonable solely on account of
not being set forth in this Section 7.

            (e) For the  purpose of  enabling  the Bank to  exercise  rights and
remedies  under  this  Section,  each  Grantor  hereby  grants  to the  Bank  an
irrevocable,  non-exclusive  license  (exercisable without payment of royalty or
other  compensation  to the Grantors) to use,  license or sub-license any of the
Collateral  consisting of Intellectual  Property now owned or hereafter acquired
by such  Grantor,  and wherever the same may be located,  and  including in such
license reasonable access to all media in which any of the licensed items may be
recorded  or stored  and to all  computer  software  and  programs  used for the
compilation  or printout  thereof.  The use of such license by the Bank shall be
exercised,  at the  option of the  Bank,  upon the  occurrence  and  during  the
continuation of an Event of Default;  provided that any license,  sub-license or
other  transaction  entered  into by the Bank in  accordance  herewith  shall be
binding upon the Grantors  notwithstanding  any  subsequent  cure of an Event of
Default.  Any royalties and other payments received by the Bank shall be applied
in accordance with Section 8.


                                      -13-


      Section 8. Application of Proceeds of Sale

            The Bank shall apply the proceeds of any  collection  or sale of the
Collateral,  as well as any Collateral consisting of cash, first, to the payment
of all  costs  and  expenses  incurred  by the  Bank  in  connection  with  such
collection or sale or otherwise in connection with this Security Agreement,  any
other Loan Document or any of the Obligations, including all court costs and the
reasonable fees and expenses of their respective  agents and legal counsel,  the
repayment  of all  advances  made by Bank  hereunder  or under  any  other  Loan
Document on behalf of any  Grantor  and any other costs or expenses  incurred in
connection with the exercise of any right or remedy hereunder or under any other
Loan Document, second, to the payment in full of the Obligations,  and third, to
the Grantors, their respective successors or assigns, or as a court of competent
jurisdiction may otherwise direct. The Bank shall have absolute discretion as to
the time of application  of any such proceeds,  moneys or balances in accordance
with  this  Security  Agreement.  Upon  any sale of the  Collateral  by the Bank
(including  pursuant  to a power of sale  granted by statute or under a judicial
proceeding),  the  receipt of the  purchase  money by the Bank or of the officer
making the sale shall be a sufficient  discharge to the  purchaser or purchasers
of the  Collateral  so sold  and  such  purchaser  or  purchasers  shall  not be
obligated to see to the  application of any part of the purchase money paid over
to the Bank or such officer or be answerable  in any way for the  misapplication
thereof.

      Section 9. Reimbursement of the Bank

            (a) Each of the Grantors shall,  jointly with the other Grantors and
severally,  pay upon  demand to the Bank the  amount  of any and all  reasonable
expenses,  including the reasonable  fees,  other charges and  disbursements  of
counsel and of any experts or agents, that the Bank may incur in connection with
(i) the administration,  including without limitation, amendments, modifications
and waivers of this  Security  Agreement  relating to such Grantor or any of its
property,  (ii) the custody or preservation of, or the sale of, collection from,
or other  realization  upon, any of the Collateral owned or held by or on behalf
of such  Grantor,  (iii) the exercise,  enforcement  or protection of any of the
rights of the Bank hereunder  relating to such Grantor or any of its property or
(iv) the  failure by such  Grantor to perform or observe  any of the  provisions
hereof.

            (b) Without limitation of its indemnification  obligations under the
other  Loan  Documents,  each of the  Grantors  shall,  jointly  with the  other
Grantors  and  severally,  indemnify  the  Bank  and  its  directors,  officers,
employees,  advisors,  agents,  successors  and assigns (each an  "Indemnitees")
against,  and hold each  Indemnitee  harmless from, any and all losses,  claims,
damages,  liabilities and related expenses,  including  reasonable counsel fees,
other charges and disbursements,  incurred by or asserted against any Indemnitee
arising out of, in any way  connected  with, or as a result of (i) the execution
or  delivery  by such  Grantor  of this  Security  Agreement  or any other  Loan
Document or any  agreement or  instrument  contemplated  hereby or thereby,  the
performance by such Grantor of its obligations  under the Loan Documents and the
other  transactions   contemplated  thereby  or  (ii)  any  claim,   litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee,  be  available  to the extent  that such  losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.


                                      -14-


            (c) Any amounts  payable as provided  hereunder  shall be additional
Obligations secured hereby and by the other Security  Documents.  The provisions
of this Section shall remain  operative and in full force and effect  regardless
of the  termination of this Security  Agreement or any other Loan Document,  the
consummation of the transactions  contemplated  hereby,  the repayment of any of
the Obligations,  the invalidity or unenforceability of any term or provision of
this Security  Agreement or any other Loan Document or any investigation made by
or on behalf of the Bank. All amounts due under this Section shall be payable on
written demand therefor and shall bear interest at the Post Default Rate.

      Section 10. Waivers; Amendment

            (a) No failure or delay of the Bank in exercising any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right or power,  or any  abandonment or  discontinuance  of
steps to enforce such a right or power,  preclude any other or further  exercise
thereof or the exercise of any other right or power.  The rights and remedies of
the Bank hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this  Security  Agreement or any other Loan Document or consent
to any departure by any Grantor therefrom shall in any event be effective unless
the same shall be  permitted  by paragraph  (b) of this  Section,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
purpose  for which  given.  No notice or demand on any Grantor in any case shall
entitle  such  Grantor  to any other or  further  notice or demand in similar or
other circumstances.

            (b) Neither this Security  Agreement nor any provision hereof may be
waived,  amended or modified except pursuant to a written agreement entered into
by,  between or among the Bank,  the Borrower and any other parties  hereto with
respect to which such waiver, amendment or modification is to apply..

      Section 11. Securities Laws; Registration Rights

            (a) In view of the  position  of the  Grantors  in  relation  to the
Pledged  Securities,  or because of other  current  or future  circumstances,  a
question  may arise under the  Securities  Act of 1933,  as now or  hereafter in
effect,  or any similar statute hereafter enacted analogous in purpose or effect
(such Act and any such  similar  statute  as from  time to time in effect  being
called the "Federal  securities  laws") with respect to any  disposition  of the
Pledged Securities  permitted  hereunder.  Each of the Grantors understands that
compliance with the Federal securities laws might very strictly limit the course
of  conduct of the Bank if the Bank was to attempt to dispose of all or any part
of the  Pledged  Securities,  and might  also  limit the  extent to which or the
manner  in which any  subsequent  transferee  of any  Pledged  Securities  could
dispose  of the  same.  Similarly,  there  may be other  legal  restrictions  or
limitations  affecting  the Bank in any attempt to dispose of all or part of the
Pledged  Securities  under applicable Blue Sky or other state securities laws or
similar  laws  analogous in purpose or effect.  Each of the Grantors  recognizes
that in light of such  restrictions and limitations,  the Bank may, with respect
to any sale of the Pledged  Securities,  limit the  purchasers to those who will
agree,  among other  things,  to acquire such Pledged  Securities  for their own
account,  for  investment,  and not with a view to the  distribution  or  resale
thereof.  Each of the  Grantors  acknowledges  and agrees  that in light of such
restrictions and limitations,  the Bank, in its sole and absolute discretion (i)
may proceed to make such a sale whether or not a registration  statement for the
purpose of registering such Pledged Securities,  or any part thereof, shall have
been filed under the Federal securities laws and (ii) may approach and negotiate
with a single  potential  purchaser  to effect such sale.  Each of the  Grantors
acknowledges  and  agrees  that any such sale  might  result in prices and other
terms less  favorable to the seller than if such sale were a public sale without
such  restrictions.  In the  event of any such  sale,  the Bank  shall  incur no
responsibility  or liability  to any  Grantor,  the Bank or any other Person for
selling all or any part of the Pledged  Securities  at a price that the Bank, in
its sole and absolute  discretion,  may in good faith deem reasonable  under the
circumstances, notwithstanding the possibility that a substantially higher price
might have been realized if the sale were deferred until after  registration  as
aforesaid or if more than a single purchaser were approached.  The provisions of
this Section  will apply  notwithstanding  the  existence of a public or private
market upon which the  quotations or sales prices may exceed  substantially  the
price at which the Bank sells.


                                      -15-


            (b) Each of the Grantors agrees that, upon the occurrence and during
the  continuance  of an Event of Default,  if for any reason the Bank desires to
sell any of the Pledged Securities owned or held by or on behalf of such Grantor
at a public sale, it will,  at any time and from time to time,  upon the written
request of the Bank, use its best efforts to take or to cause the issuer of such
Pledged  Securities  to take such action and  prepare,  distribute  or file such
documents, as are required or advisable in the reasonable opinion of counsel for
the Bank to permit  the  public  sale of such  Pledged  Securities.  Each of the
Grantors  further  agrees,  jointly with the other  Grantors and  severally,  to
indemnify,  defend  and hold  harmless  the  Bank,  any  underwriter  and  their
respective  officers,  directors,  affiliates and  controlling  persons from and
against all loss,  liability,  expenses,  costs of counsel (including reasonable
fees  and  expenses  of legal  counsel),  and  claims  (including  the  costs of
investigation) that they may incur, insofar as such loss, liability,  expense or
claim, as applicable, relates to such Grantor or any of its property, and arises
out of or is  based  upon  any  alleged  untrue  statement  of a  material  fact
contained in any prospectus  (or any amendment or supplement  thereto) or in any
notification or offering circular, or arises out of or is based upon any alleged
omission to state a material fact required to be stated  therein or necessary to
make the  statements in any thereof not  misleading,  except insofar as the same
may have been caused by any untrue  statement or omission based upon information
furnished in writing to such  Grantor or the issuer of such Pledged  Securities,
as  applicable,  by the Bank  expressly  for use  therein.  Each of the Grantors
further  agrees,  upon such written  request  referred to above, to use its best
efforts  to  qualify,  file or  register,  or cause the  issuer of such  Pledged
Securities to qualify, file or register,  any of the Pledged Securities owned or
held by or on behalf of such Grantor under the Blue Sky or other securities laws
of such states as may be requested by the Bank and keep  effective,  or cause to
be kept effective,  all such qualifications,  filings or registrations.  Each of
the Grantors  will bear all costs and  expenses of carrying out its  obligations
under this Section.  Each of the Grantors acknowledges that there is no adequate
remedy at law for failure by it to comply with the  provisions  of this  Section
and that such  failure  would not be  adequately  compensable  in  damages,  and
therefore  agrees  that  its  agreements   contained  in  this  Section  may  be
specifically enforced.

      Section 12. Security Interest Absolute

            All rights of the Bank  hereunder,  the  Security  Interest  and all
obligations   of  each  of  the  Grantors   hereunder   shall  be  absolute  and
unconditional  irrespective of (a) any lack of validity or enforceability of the
Loan  Agreement,  any other Loan Document,  any agreement with respect to any of
the  Obligations  or any other  agreement or  instrument  relating to any of the
foregoing,  (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the  Obligations,  or any other amendment or waiver
of or any  consent  to any  departure  from the Loan  Agreement,  any other Loan
Document or any other agreement or instrument  relating to any of the foregoing,
(c) any exchange, release or non-perfection of any Lien on any other collateral,
or any release or amendment or waiver of, or consent under,  or departure  from,
any guaranty,  securing or guaranteeing all or any of the Obligations or (d) any
other circumstance that might otherwise  constitute a defense available to, or a
discharge  of, any Grantor in respect of the  Obligations  or in respect of this
Security  Agreement  or any other  Loan  Document  other  than the  indefeasible
payment of the Obligations in full in cash.


                                      -16-


      Section 13. Notices

            All  communications  and notices  hereunder  shall be in writing and
given as provided in Section 10.02 of the Loan Agreement. All communications and
notices hereunder to any Grantor shall be given to it at the address for notices
set forth on Schedule II.

      Section 14. Binding Effect; Several Agreement; Assignments

            Whenever in this  Security  Agreement  any of the parties  hereto is
referred  to,  such  reference  shall be deemed to include  the  successors  and
assigns of such party;  and all  covenants,  promises  and  agreements  by or on
behalf of any Grantor that are contained in this Security  Agreement  shall bind
and inure to the benefit of each party  hereto and its  successors  and assigns.
This  Security  Agreement  shall  become  effective  as to  any  Grantor  when a
counterpart  hereof executed on behalf of such Grantor shall have been delivered
to the Bank and a  counterpart  hereof shall have been executed on behalf of the
Bank,  and  thereafter  shall be binding upon such  Grantor,  the Bank and their
successors and assigns, and shall inure to the benefit of such Grantor, the Bank
and their  respective  successors and assigns,  except that none of the Grantors
shall  have the  right to assign  its  rights or  obligations  hereunder  or any
interest  herein or in the Collateral  without the prior written  consent of the
Bank (and any such  attempted  assignment  without such consent  shall be void),
except as expressly  contemplated  by this Security  Agreement or the other Loan
Documents.  This Security  Agreement shall be construed as a separate  agreement
with respect to each of the Grantors and may be amended, modified, supplemented,
waived or released with respect to any Grantor without the approval of any other
Grantor and without affecting the obligations of any other Grantor hereunder.

      Section 15. Survival of Agreement; Severability

            (a) All covenants,  agreements,  representations and warranties made
by the Grantors herein and in the certificates or other instruments  prepared or
delivered in connection with or pursuant to this Security Agreement or any other
Loan Document shall be considered to have been relied upon by the Bank and shall
survive the execution  and delivery of any Loan  Documents and the making of any
Loan or other extension of credit,  regardless of any investigation  made by the
Bank or on their  behalf  and  notwithstanding  that Bank may have had notice or
knowledge  of any  Default or Event of Default or  incorrect  representation  or
warranty at the time any credit is extended under the Loan Agreement,  and shall
continue in full force and effect until this Security Agreement shall terminate.

            (b) In the event any one or more of the provisions contained in this
Security Agreement or any other Loan Document should be held invalid, illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  or  therein  shall  not in any  way be
affected  or impaired  thereby (it being  understood  that the  invalidity  of a
particular  provision  in a particular  jurisdiction  shall not in and of itself
affect the validity of such  provision in any other  jurisdiction).  The parties
shall  endeavor in good-faith  negotiations  to replace the invalid,  illegal or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

      Section 16. GOVERNING LAW

            THIS  SECURITY  AGREEMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                      -17-


      Section 17. Counterparts

            This Security Agreement may be executed in two or more counterparts,
each of which  shall  constitute  an  original,  but all of  which,  when  taken
together,  shall constitute but one contract  (subject to Section 14), and shall
become effective as provided in Section 14. Delivery of an executed  counterpart
of this Security  Agreement by facsimile  transmission  shall be as effective as
delivery of a manually executed counterpart of this Security Agreement.

      Section 18. Headings

            Section  headings used herein are for convenience of reference only,
are not part of this Security  Agreement and are not to affect the  construction
of, or to be taken into consideration in interpreting, this Security Agreement.

      Section 19. SUBMISSION TO JURISDICTION, SERVICE OF PROCESS

            EACH PARTY HERETO IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 13. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY
APPLICABLE ;THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES  DISTRICT  COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,  IN ANY
ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OTHER
LOAN DOCUMENT,  OR FOR  RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,  AND EACH OF
THE PARTIES HERETO  IRREVOCABLY  AND  UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL  COURT.  EACH OF THE PARTIES  HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH  ACTION OR  PROCEEDING  SHALL BE  CONCLUSIVE  AND MAY BE  ENFORCED IN OTHER
JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER  MANNER  PROVIDED BY LAW.
NOTHING IN THIS  AGREEMENT OR IN ANY OTHER LOAN DOCUMENT  SHALL AFFECT ANY RIGHT
THAT THE BANK,  THE BANK MAY  OTHERWISE  HAVE TO BRING ANY ACTION OR  PROCEEDING
RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENT  AGAINST THE GRANTORS OR
THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

            EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY  WAIVES, TO THE FULLEST
EXTENT  PERMITTED BY APPLICABLE  LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE  LAYING  OF VENUE OF ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT  REFERRED TO
IN PARAGRAPH (B) OF THIS SECTION. EACH GRANTOR HERETO HEREBY IRREVOCABLY WAIVES,
TO  THE  FULLEST  EXTENT   PERMITTED  BY  APPLICABLE  LAW,  THE  DEFENSE  OF  AN
INCONVENIENT  FORUM TO THE  MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.

            EACH GRANTOR  HERETO  IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS IN
THE MANNER  PROVIDED FOR NOTICES IN SECTION 13.  NOTHING IN THIS  AGREEMENT WILL
AFFECT THE RIGHT OF THE BANK TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED BY
APPLICABLE LAW.


                                      -18-


      Section 20. WAIVER OF JURY TRIAL

            EACH PARTY HERETO HEREBY WAIVES,  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW,  ANY  RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS SECURITY AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE BANK OR ANY OTHER PARTY HAS  REPRESENTED,  EXPRESSLY OR
OTHERWISE,  THAT THE BANK OR OTHER PARTY WOULD NOT, IN THE EVENT OF  LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES  THAT IT, THE BANK AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ACCEPT OR ENTER INTO THIS SECURITY
AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

      Section 21. Additional Grantors

            Upon  execution and delivery after the date hereof by the Bank and a
Subsidiary of an instrument in the form of Annex 2, such Subsidiary shall become
a Grantor  hereunder with the same force and effect as if originally  named as a
Grantor  herein.  The  execution and delivery of any such  instrument  shall not
require the consent of any Grantor hereunder. The rights and obligations of each
of the Grantors hereunder shall remain in full force and effect  notwithstanding
the addition of any new Grantor as a party to this Security Agreement.

      Section 22. LIMITATION OF LIABILITY

            EXCEPT AS PROHIBITED BY LAW, EACH GRANTOR HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY,  PUNITIVE
OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES  OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. EACH GRANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
BANK HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT THE BANK WOULD NOT, IN THE
EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER.  THIS  WAIVER
CONSTITUTES A MATERIAL  INDUCEMENT  FOR THE BANK TO ACCEPT THIS  AGREEMENT,  THE
NOTES AND THE OTHER LOAN DOCUMENTS AND TO EXTEND CREDIT TO THE BORROWER.

                  [remainder of page intentionally left blank]


                                      -19-


      Section 23. Arbitration

                  (i)   This   paragraph   concerns   the   resolution   of  any
controversies  or claims between the Grantors and the Bank,  whether  arising in
contract,  tort or by statute,  including  but not limited to  controversies  or
claims  that  arise out of or  relate  to:  (i) this  Agreement  (including  any
renewals,  extensions or  modifications);  or (ii) any document  related to this
Agreement; (collectively a "Claim").

                  (ii) At the  request  of any  Grantor  or the Bank,  any Claim
shall be  resolved  by  binding  arbitration  in  accordance  with  the  Federal
Arbitration  Act  (Title 9, U. S.  Code)  (the  "Act").  The Act will apply even
though  this  Agreement  provides  that it is governed by the law of a specified
state.

                  (iii) Arbitration proceedings will be determined in accordance
with the Act,  the  applicable  rules  and  procedures  for the  arbitration  of
disputes  of JAMS or any  successor  thereof  ("JAMS"),  and the  terms  of this
paragraph. In the event of any inconsistency,  the terms of this paragraph shall
control.

                  (iv)  The  arbitration  shall  be  administered  by  JAMS  and
conducted  in the State of New  York.  All  Claims  shall be  determined  by one
arbitrator; however, if Claims exceed $5,000,000, upon the request of any party,
the Claims shall be decided by three arbitrators. All arbitration hearings shall
commence  within 90 days of the demand for  arbitration and close within 90 days
of  commencement  and the award of the  arbitrator(s)  shall be issued within 30
days of the close of the hearing. However, the arbitrator(s),  upon a showing of
good cause,  may extend the  commencement of the hearing for up to an additional
60 days. The arbitrator(s)  shall provide a concise written statement of reasons
for the  award.  The  arbitration  award may be  submitted  to any court  having
jurisdiction to be confirmed and enforced.

                  (v) The  arbitrator(s)  will  have  the  authority  to  decide
whether any Claim is barred by the statute of limitations and, if so, to dismiss
the arbitration on that basis. For purposes of the application of the statute of
limitations,  the  service  on JAMS under  applicable  JAMS rules of a notice of
Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this
arbitration  provision or whether a Claim is  arbitrable  shall be determined by
the  arbitrator(s).  The arbitrator(s)  shall have the power to award legal fees
pursuant to the terms of this Agreement.

                  (vi) This paragraph does not limit the right of the Grantor or
the Bank to: (i) exercise self-help remedies, such as but not limited to, setoff
and repossession;  (ii) initiate judicial or nonjudicial foreclosure against any
real or personal  property  collateral;  (iii) exercise any judicial or power of
sale rights, or (iv) act in a court of law to obtain an interim remedy,  such as
but not limited to,  injunctive  relief,  writ of possession or appointment of a
receiver, or additional or supplementary remedies.

                  (vii)  The  filing  of a  court  action  is  not  intended  to
constitute a waiver of the right of any Grantor or the Bank, including the suing
party, thereafter to require submittal of the Claim to arbitration.


                                      -20-


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


FIND/SVP, INC.


By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Chief Financial Officer, Senior Vice
           President, Secretary and Treasurer


ATLANTIC RESEARCH & CONSULTING, INC.


    By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Vice President and Assistant Secretary


SIGNIA PARTNERS INCORPORATED


    By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Vice President and Assistant Secretary


TTECH ACQUISITION CORP.


    By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Vice President and Assistant Secretary




GUIDELINE RESEARCH CORP.


    By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Vice President and Assistant Secretary


GUIDELINE/CHICAGO, INC.


    By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Vice President and Assistant Secretary


ADVANCED ANALYTICS, INC.


By: /s/ Peter Stone
    -------------------------------------------
Name: Peter Stone
Title: Vice President and Assistant Secretary


TABLINE DATA SERVICES, INC.


By: /s/ Peter Stone
    -------------------------------------------
Name: Peter Stone
Title: Vice President and Assistant Secretary


FLEET NATIONAL BANK, a Bank of
America company


By:/s/ Theodore Janeczko
    -------------------------------------------
Name: Theodore Janeczko
Title:   Vice President

EX-10.3

                             GUARANTEE AGREEMENT

      GUARANTEE  AGREEMENT,  dated  as of  April  1,  2005  (as the  same may be
amended, supplemented or otherwise modified from time to time, this "Agreement")
made by and  among  each of the  Subsidiaries  of  FIND/SVP,  INC.,  a New  York
corporation  (the  "Borrower")  listed  on  Schedule  I hereto  and  such  other
Subsidiaries  which  from time to time may  become  parties  hereto  (each  such
subsidiary,  individually, a "Guarantor" and, collectively, the "Guarantors") in
favor of FLEET  NATIONAL  BANK,  a Bank of America  company  (together  with its
affiliates, successors and assigns, the "Bank").

      Reference  is made to the Credit  Agreement,  dated as of March 31,  2005,
among the Borrower and the Bank (as amended, supplemented, restated or otherwise
modified from time to time, the "Loan Agreement"). Capitalized terms used herein
and not defined  herein  shall have the  meanings  assigned to such terms in the
Loan Agreement.

      WHEREAS,  the Bank has agreed to make Loans to the  Borrower  pursuant to,
and  upon the  terms  and  subject  to the  conditions  specified  in,  the Loan
Agreement;

      WHEREAS,  each  Guarantor  is a director  or  indirect  Subsidiary  of the
Borrower;

      WHEREAS,  each  Guarantor  will  receive  substantial  direct and indirect
benefits from the making of the Loans to the Borrower under the Loan  Agreement;
and

      WHEREAS,  a condition  precedent to the obligation of the Bank to make the
Loans to the Borrower under the Loan Agreement is that the Guarantors shall have
executed and delivered this Guarantee Agreement for the benefit of the Bank.

      NOW,  THEREFORE,  in  consideration  of the premises set forth above,  the
terms  and   conditions   contained   herein,   and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

      Section 1. Guarantee; Fraudulent Transfer, etc.; Contribution

            (a) Each  Guarantor  unconditionally  guarantees,  jointly  with the
other Guarantors and severally, as a primary obligor and not merely as a surety,
payment and performance of the Obligations.  Each Guarantor  further agrees that
the Obligations may be extended or renewed,  in whole or in part, without notice
to or further  assent from it and that it will remain  bound upon its  guarantee
notwithstanding any extension or renewal of any Obligation.



            (b)   Anything  in  this   Guarantee   Agreement   to  the  contrary
notwithstanding,  (i) the  obligations  of each  Guarantor  hereunder  shall  be
limited to a maximum  aggregate  amount equal to the greatest  amount that would
not render such  Guarantor's  obligations  hereunder  subject to  avoidance as a
fraudulent  transfer or  conveyance  under Section 548 of Title 11 of the United
States  Code or any  provisions  of  applicable  state  law  (collectively,  the
"fraudulent  transfer  laws"),  in each case  after  giving  effect to all other
liabilities of such Guarantor,  contingent or otherwise, that are relevant under
the fraudulent transfer laws (specifically  excluding,  however, any liabilities
of such  Guarantor  (A) in  respect  of debt  owed or owing to the  Borrower  or
Affiliates  of the Borrower to the extent that such debt would be  discharged in
an amount equal to the amount paid by such Guarantor hereunder and (B) under any
guarantee of senior  unsecured  debt or  Indebtedness  subordinated  in right of
payment to the Obligations,  which guarantee contains a limitation as to maximum
amount  similar  to that set forth in this  clause  (i),  pursuant  to which the
liability of such Guarantor  hereunder is included in the liabilities taken into
account in determining such maximum amount) and after giving effect as assets to
the value (as  determined  under the  applicable  provisions  of the  fraudulent
transfer  laws)  of any  rights  to  subrogation,  contribution,  reimbursement,
indemnity or similar rights of such Guarantor  pursuant to (1) applicable law or
(2) any agreement providing for an equitable allocation among such Guarantor and
other Affiliates of the Borrower of obligations arising under guarantees by such
parties  (including  the  agreements  in paragraph (c) of this Section) and (ii)
until  all the  Obligations  have  been  paid in  full,  each of the  Guarantors
expressly  waives any and all rights of subrogation,  reimbursement,  indemnity,
exoneration,  contribution  or any other claim that it may now or hereafter have
against the  Borrower,  any other Loan Party,  any other  guarantor or any other
Person directly or contingently  liable for the Obligations,  or against or with
respect to the  property  of the  Borrower,  such other Loan  Party,  such other
guarantor  or such other  Person,  arising  from the  existence  or  performance
hereof,  and, in furtherance,  and not in limitation,  of the preceding  waiver,
each of the  Guarantors  agrees  that,  in the event that any money or  property
shall be  transferred  to the Bank by any Guarantor  pursuant to this  Guarantee
Agreement in reduction of the Obligations, such transfer shall be deemed to be a
contribution  to the  capital of the  applicable  Loan Party (in the case of the
transfer  of  property,  in an  amount  equal  to the fair  market  value of the
property so transferred) as of the date of such transfer,  and any such transfer
shall not cause the Borrower to be a creditor of such Loan Party.

            (c) In  addition  to all rights of  indemnity  and  subrogation  the
Guarantors may have under  applicable law (but subject to this  paragraph),  the
Borrower  agrees that (i) in the event a payment  shall be made by any Guarantor
hereunder,  the Borrower  shall  indemnify such Guarantor for the full amount of
such payment, and such Guarantor shall be subrogated to the rights of the person
to whom such payments  shall have been made to the extent of such  payment,  and
(ii) in the event that any assets of any Guarantor shall be sold pursuant to any
Loan  Document to satisfy any claim of the Bank,  the Borrower  shall  indemnify
such  Guarantor  in an amount equal to the greater of the book value or the fair
market value of the assets so sold. Each Guarantor (a  "contributing  subsidiary
guarantor")  agrees  (subject to this  paragraph)  that,  in the event a payment
shall be made by any other Guarantor  hereunder or assets of any other Guarantor
shall be sold  pursuant to any Loan  Document to satisfy a claim of the Bank and
such other Guarantor (the "claiming  subsidiary  guarantor") shall not have been
fully   indemnified  by  the  Borrower  as  provided  in  this  paragraph,   the
contributing  subsidiary  guarantor  shall  indemnify  the  claiming  subsidiary
guarantor in an amount equal to the amount of such payment or the greater of the
book value or the fair market value of such assets, as applicable,  in each case
multiplied  by a fraction of which the  numerator  shall be the net worth of the
contributing  subsidiary  guarantor on the date hereof and the denominator shall
be the aggregate net worth of all the  Guarantors on the date hereof (or, in the
case of any Guarantor  becoming a party hereto  pursuant to Section 21, the date
of the  Supplement  hereto  executed  and  delivered  by  such  Guarantor).  Any
contributing  subsidiary  guarantor making any payment to a claiming  subsidiary
guarantor  pursuant to this paragraph  shall be subrogated to the rights of such
claiming  subsidiary  guarantor  under  this  paragraph  to the  extent  of such
payment.  Notwithstanding  any provision of this paragraph to the contrary,  all
rights of the Guarantors under this paragraph and all other rights of indemnity,
contribution  or subrogation  under  applicable law or otherwise  shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations.  No
failure  on the part of the  Borrower  or any  Guarantor  to make  the  payments
required by this paragraph (or any other payments  required under applicable law
or otherwise)  shall in any respect limit the obligations and liabilities of any
Guarantor  with  respect  to its  obligations  under  this  paragraph,  and each
Guarantor  shall remain  liable for the full amount of the  obligations  of such
Guarantor under this paragraph.


                                      -2-


      Section 2. Obligations Not Waived

            To the fullest  extent  permitted by applicable  law, each Guarantor
waives  presentment  to, demand of payment from,  and protest to the Borrower of
any of the  Obligations,  and also waives  notice of acceptance of its guarantee
and notice of  protest  for  nonpayment.  To the  fullest  extent  permitted  by
applicable  law,  the  obligations  of each  Guarantor  hereunder  shall  not be
affected  by (a) the  failure  of the Bank to  assert  any claim or demand or to
enforce  or  exercise  any right or remedy  against  the  Borrower  or any other
Guarantor under the provisions of the Loan Agreement or any other Loan Document,
or otherwise,  (b) any rescission,  waiver, amendment or modification of, or any
release from,  any of the terms or provisions of this Guarantee  Agreement,  any
other Loan  Document,  any  guarantee  or any other  agreement,  including  with
respect to any other Guarantor under this Guarantee Agreement or (c) the failure
to perfect or any impairment of any security interest in, or the release of, any
of the security held by or on behalf of the Bank.

      Section 3. Security

            Each Guarantor authorizes the Bank to (a) take and hold security for
the  payment  of  the  obligations  under  this  Guarantee   Agreement  and  the
Obligations  and exchange,  enforce,  waive and release any such  security,  (b)
apply such  security  and direct the order or manner of sale thereof as the Bank
in its sole  discretion  may determine and (c) release or substitute  any one or
more endorsees, other Guarantors or other obligors.

      Section 4. Guarantee of Payment

            Each  Guarantor   further   agrees  that  its  guarantee   hereunder
constitutes  a guarantee of payment when due and not of  collection,  and waives
any right to require  that any resort be had by the Bank to the  Borrower or any
other Loan Party,  to any of the security held for payment of the Obligations or
to any  balance  of any  deposit  account  or credit on the books of the Bank in
favor of the Borrower or any other Person.


                                      -3-


      Section 5. No Discharge or Diminishment of Guarantee

            The obligations of each Guarantor  hereunder shall not be subject to
any reduction, limitation,  impairment or termination for any reason (other than
the  indefeasible  payment in full in cash of the  Obligations),  including  any
claim of waiver,  release,  surrender,  alteration  or  compromise of any of the
Obligations,  and shall not be subject to any  defense or setoff,  counterclaim,
recoupment or termination whatsoever by reason of the invalidity,  illegality or
unenforceability   of  the  Obligations  or  otherwise.   Without  limiting  the
generality of the foregoing,  the obligations of each Guarantor  hereunder shall
not be discharged  or impaired or otherwise  affected by the failure of the Bank
to assert any claim or demand or to enforce any remedy under the Loan Agreement,
any other Loan Document or any other agreement, by any waiver or modification of
any  provision of any  thereof,  by any  default,  failure or delay,  willful or
otherwise,  in the  performance  of the  Obligations,  or by  any  other  act or
omission  that may or might in any manner or to any extent  vary the risk of any
Guarantor or that would  otherwise  operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible  payment in full in cash of
all the Obligations).

      Section 6. Defenses of Borrower Waived

            To the fullest  extent  permitted  by  applicable  law,  each of the
Guarantors  waives any  defense  based on or arising  out of any  defense of the
Borrower or any other Loan Party or the  unenforceability  of the Obligations or
any part  thereof  from  any  cause,  or the  cessation  from  any  cause of the
liability  of the  Borrower  or any other Loan  Party,  other than the final and
indefeasible  payment in full in cash of the  Obligations.  The Bank may, at its
election,  foreclose on any security  held by one or more of them by one or more
judicial or nonjudicial sales, accept an assignment of any such security in lieu
of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation  with the Borrower or any Guarantor or exercise any other right or
remedy  available  to  them  against  the  Borrower  or any  Guarantor,  without
affecting  or  impairing in any way the  liability  of any  Guarantor  hereunder
except to the extent the Obligations  have been fully,  finally and indefeasibly
paid in cash.  Pursuant to  applicable  law, each  Guarantor  waives any defense
arising out of any such election even though such election operates, pursuant to
applicable  law,  to  impair or to  extinguish  any  right of  reimbursement  or
subrogation or other right or remedy of such  Guarantor  against the Borrower or
any other Guarantor, as applicable, or any security.

      Section 7. Agreement to Pay; Subordination

            In  furtherance  of the foregoing and not in limitation of any other
right  that the Bank has at law or in equity  against  any  Guarantor  by virtue
hereof,  upon the  failure  of the  Borrower  or any other Loan Party to pay any
Obligation  when and as the same  shall  become  due,  whether at  maturity,  by
acceleration,  after notice of prepayment or otherwise,  each  Guarantor  hereby
promises  to and  will  forthwith  pay,  or  cause  to be  paid,  to the Bank as
designated thereby in cash the amount of such unpaid  Obligations.  Upon payment
by any Guarantor of any sums to the Bank as provided  above,  all rights of such
Guarantor  against the Borrower  arising as a result  thereof by way of right of
subrogation,  contribution,  reimbursement,  indemnity or otherwise shall in all
respects be subordinate and junior in right of payment to the prior indefeasible
payment in full in cash of all the  Obligations.  In  addition,  any debt of the
Borrower  or any other  Loan Party now or  hereafter  held by any  Guarantor  is
hereby  subordinated  in right of payment to the prior  indefeasible  payment in
full in cash of all of the Obligations.  If any amount shall erroneously be paid
to  any   Guarantor   on   account  of  (a)  such   subrogation,   contribution,
reimbursement,  indemnity or similar  right or (b) any such debt of the Borrower
or such other Loan Party,  such amount shall be held in trust for the benefit of
the Bank and shall  forthwith  be paid to the Bank to be  credited  against  the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.


                                      -4-


      Section 8. Information

            Each  Guarantor  assumes  all  responsibility  for being and keeping
itself informed of the Borrower and each other Loan Party's financial  condition
and assets, and of all other  circumstances  bearing upon the risk of nonpayment
of the  Obligations  and the  nature,  scope and  extent of the risks  that such
Guarantor assumes and incurs  hereunder,  and agrees that the Bank will not have
any duty to advise any of the  Guarantors of  information  known to it or any of
them regarding such circumstances or risks.

      Section 9. Representations and Warranties

            Each of the Guarantors represents and warrants as to itself that all
representations  and  warranties  relating to it contained in the Loan Agreement
are true and correct.

      Section 10. Termination

            The  guarantees  made  hereunder  (a) shall  terminate  when all the
Obligations  have  been  indefeasibly  paid in full in cash  and the Bank has no
further  commitment to lend or otherwise  extend credit under the Loan Agreement
and (b) shall  continue to be effective or be reinstated,  as applicable,  if at
any time payment,  or any part thereof,  of any  Obligation is rescinded or must
otherwise  be  restored  by the Bank or any  Guarantor  upon the  bankruptcy  or
reorganization of any Loan Party or otherwise.

      Section 11. Binding Effect; Several Agreement; Assignments

            Whenever in this  Guarantee  Agreement any of the parties  hereto is
referred  to,  such  reference  shall be deemed to include  the  successors  and
assigns of such party;  and all  covenants,  promises  and  agreements  by or on
behalf of any Guarantor  that are contained in this  Guarantee  Agreement  shall
bind and inure to the  benefit  of each  party  hereto  and its  successors  and
assigns.  This Guarantee  Agreement  shall become  effective as to any Guarantor
when a counterpart  hereof  executed on behalf of such Guarantor shall have been
delivered  to the Bank and a  counterpart  hereof  shall have been  executed  on
behalf of the Bank, and thereafter  shall be binding upon such Guarantor and the
Bank and their respective successors and assigns, and shall inure to the benefit
of such Guarantor, the Bank, and their respective successors and assigns, except
that no  Guarantor  shall  have the right to assign  its  rights or  obligations
hereunder or any interest  herein without the prior written  consent of the Bank
(and any such attempted  assignment without such consent shall be void),  except
as  expressly  contemplated  by  this  Guarantee  Agreement  or the  other  Loan
Documents.  If any of the equity interests in any Guarantor is sold, transferred
or  otherwise  disposed  of  pursuant  to a  transaction  permitted  by the Loan
Documents and, immediately after giving effect thereto,  such Guarantor shall no
longer be a  Subsidiary,  then the  obligations  of such  Guarantor  under  this
Guarantee  Agreement shall be automatically  released.  This Guarantee Agreement
shall be construed as a separate  agreement  with respect to each  Guarantor and
may be amended, modified,  supplemented,  waived or released with respect to any
Guarantor  without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.


                                      -5-


      Section 12. Waivers; Amendment

            (a) No failure or delay of the Bank in exercising any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right or power,  or any  abandonment or  discontinuance  of
steps to enforce such a right or power,  preclude any other or further  exercise
thereof or the exercise of any other right or power.  The rights and remedies of
the Bank hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Guarantee  Agreement or any other Loan Document or consent
to any  departure  by any  Guarantor  therefrom  shall in any event be effective
unless the same shall be permitted by paragraph  (b) of this  Section,  and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose for which  given.  No notice or demand on any  Guarantor in any case
shall entitle such Guarantor to any other or further notice or demand in similar
or other circumstances.

            (b) Neither this Guarantee Agreement nor any provision hereof may be
waived,  amended or modified except pursuant to a written agreement entered into
by,  between or among the Bank and the Guarantor or  Guarantors  with respect to
which such waiver, amendment or modification is to apply.

      Section 13. GOVERNING LAW

            THIS  GUARANTEE  AGREEMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      Section 14. Notices

            All communications and notices hereunder shall be in writing and all
communications  and notices  hereunder to each Guarantor shall be given to it at
its address set forth in the Schedule hereto.


                                      -6-


      Section 15. Survival of Agreement; Severability

            (a) All covenants,  agreements,  representations and warranties made
by the Guarantors herein and in the certificates or other  instruments  prepared
or delivered in connection  with or pursuant to this Guarantee  Agreement or any
other Loan Document shall be considered to have been relied upon by the Bank and
shall  survive the execution and delivery of any Loan Document and the making of
any Loan,  regardless of any investigation made by the Bank or on its behalf and
notwithstanding that the Bank may have had notice or knowledge of any Default or
Event of Default or  incorrect  representation  or  warranty  at the time of any
Loan, and shall continue in full force and effect until this Guarantee Agreement
shall terminate.

            (b) In the event any one or more of the provisions contained in this
Guarantee  Agreement  or in any other  Loan  Document  should  be held  invalid,
illegal  or   unenforceable   in  any  respect,   the  validity,   legality  and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be  affected or impaired  thereby (it being  understood  that the
invalidity of a particular  provision in a particular  jurisdiction shall not in
and of itself affect the validity of such provision in any other  jurisdiction).
The parties shall  endeavor in good-faith  negotiations  to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  invalid,   illegal  or
unenforceable provisions.

      Section 16. Counterparts

            This   Guarantee   Agreement   may  be   executed  in  two  or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together,  shall constitute but one contract  (subject to Section 11), and
shall  become  effective  as  provided  in Section  11.  Delivery of an executed
counterpart of this Guarantee  Agreement by facsimile  transmission  shall be as
effective  as  delivery of a manually  executed  counterpart  of this  Guarantee
Agreement.

      Section 17. Rules of Interpretation

            The rules of  interpretation  specified  in Section 1.02 of the Loan
Agreement shall be applicable to this Guarantee Agreement.

      Section 18. Jurisdiction; Consent to Service of Process

            (a)  Each  party  hereto  hereby  irrevocably  and   unconditionally
submits,  for itself and its property,  to the nonexclusive  jurisdiction of any
New York State court or Federal court of the United States of America sitting in
the Eastern or Southern  Districts of New York, and any appellate court from any
thereof,  in any  action  or  proceeding  arising  out of or  relating  to  this
Guarantee  Agreement  or  the  other  Loan  Documents,  or  for  recognition  or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and unconditionally  agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding  may be heard and  determined
in such New York State or, to the extent  permitted by  applicable  law, in such
Federal  court.  Each of the parties  hereto agrees that a final judgment in any
such  action or  proceeding  shall be  conclusive  and may be  enforced in other
jurisdictions  by suit on the judgment or in any other  manner  provided by law.
Nothing in this Guarantee Agreement shall affect any right that any party hereto
may otherwise have to bring any action or proceeding  relating to this Guarantee
Agreement or the other Loan Documents in the courts of any jurisdiction.


                                      -7-


            (b) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest  extent it may legally and  effectively do so, any objection that
it may now or  hereafter  have to the  laying  of venue of any  suit,  action or
proceeding  arising out of or relating to this Guarantee  Agreement or the other
Loan Documents in any court  referred to in paragraph (a) of this Section.  Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an  inconvenient  forum to the maintenance of such action
or proceeding in any such court.

            (c) Each party to this Guarantee Agreement  irrevocably  consents to
service of process in the manner  provided for notices in Section 14. Nothing in
this Guarantee Agreement will affect the right of the Bank or any other party to
this Guarantee Agreement to serve process in any other manner permitted by law.

      Section 19. LIMITATION OF LIABILITY

            EXCEPT AS PROHIBITED BY LAW, EACH GUARANTOR  HEREBY WAIVES ANY RIGHT
IT MAY  HAVE TO CLAIM OR  RECOVER  IN ANY  LITIGATION  ANY  SPECIAL,  EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL  DAMAGES.  EACH  GUARANTOR  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OF THE BANK HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT THE BANK
WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.
THIS  WAIVER  CONSTITUTES  A  MATERIAL  INDUCEMENT  FOR THE BANK TO ACCEPT  THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO EXTEND CREDIT TO THE BORROWER.

      Section 20. WAIVER OF JURY TRIAL

            EACH PARTY HERETO HEREBY WAIVES,  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW,  ANY  RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS   GUARANTEE   AGREEMENT.   EACH  PARTY   HERETO  (A)   CERTIFIES   THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO  HAVE  BEEN  INDUCED  TO ACCEPT  OR ENTER  INTO  THIS  GUARANTEE
AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


                                      -8-


      Section 21. Additional Guarantors

            Upon  execution and delivery after the date hereof by the Bank and a
Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become
a Guarantor hereunder with the same force and effect as if originally named as a
Guarantor  herein.  The execution and delivery of any such instrument  shall not
require the consent of any other Guarantor hereunder. The rights and obligations
of  each   Guarantor   hereunder   shall   remain  in  full   force  and  effect
notwithstanding  the addition of any new Guarantor as a party to this  Guarantee
Agreement.

      Section 22. Right of Setoff

            The Bank is hereby  authorized at any time and from time to time, to
the fullest extent  permitted by applicable law, to setoff and apply any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and other  indebtedness  at any time owing by the Bank to or for the credit
or the  account of any  Guarantor  against  any or all the  obligations  of such
Guarantor now or hereafter existing under this Guarantee Agreement and the other
Loan Documents held by the Bank,  irrespective  of whether or not the Bank shall
have made any demand under this  Guarantee  Agreement or any other Loan Document
and although such  obligations  may be  unmatured.  The rights of the Bank under
this  Section are in  addition to other  rights and  remedies  (including  other
rights of setoff) which the Bank may have.

      Section 23. Expenses

            Each Guarantor agrees to pay or reimburse the Bank for all its costs
and expenses (including, without limitation, the reasonable fees and expenses of
attorneys  for  the  Bank)   incurred  in  connection   with  the   preparation,
administration,  default,  collection,  waiver or  amendment  of this  Guarantee
Agreement, or in connection with Bank's exercise, preservation or enforcement of
any of its rights, remedies or options hereunder,  including, without limitation
in connection  with (i) the enforcement or preservation of any rights under this
Guarantee  Agreement  or any other  Loan  Document  or any other  instrument  or
agreement entered into in connection  herewith or therewith  including,  without
limitation,  the reasonable  fees and  disbursements  of attorneys for the Bank;
(ii) any claim or action  threatened,  made or brought  against the Bank arising
out of or relating to any extent to this Guarantee Agreement,  or any other Loan
Document or any  instrument  or agreement  entered into in  connection  with the
transactions  contemplated  hereby or thereby and (iii) the reasonable  fees and
disbursements  of any outside  counsel to the Bank and/or the allocated costs of
in-house  legal  counsel  incurred  from  time to time in  connection  with  the
transactions  contemplated  by this  Guarantee  Agreement.  All  such  fees  and
expenses shall be Obligations and,  commencing ten days after demand  therefore,
shall,  until paid,  bear interest at the highest post default rate set forth in
the Loan Agreement.

      Section 24. Arbitration.

            (a) This paragraph  concerns the resolution of any  controversies or
claims between any Guarantor and the Bank, whether arising in contract,  tort or
by statute,  including but not limited to controversies or claims that arise out
of  or  relate  to:  (i)  this  Guarantee  Agreement  (including  any  renewals,
extensions or  modifications);  or (ii) any document  related to this  Guarantee
Agreement (collectively a "Claim").


                                      -9-


            (b) At the request of any Guarantor or the Bank,  any Claim shall be
resolved by binding  arbitration in accordance with the Federal  Arbitration Act
(Title 9, U. S. Code) (the "Act"). The Act will apply even though this Guarantee
Agreement provides that it is governed by the law of a specified state.

            (c)  Arbitration  proceedings  will be determined in accordance with
the Act, the applicable  rules and procedures for the arbitration of disputes of
JAMS or any successor thereof ("JAMS"), and the terms of this paragraph.  In the
event of any inconsistency, the terms of this paragraph shall control.

            (d) The  arbitration  shall be administered by JAMS and conducted in
the  State of New  York.  All  Claims  shall be  determined  by one  arbitrator;
however, if Claims exceed $5,000,000,  upon the request of any party, the Claims
shall be decided by three arbitrators.  All arbitration  hearings shall commence
within  90 days of the  demand  for  arbitration  and  close  within  90 days of
commencement and the award of the  arbitrator(s)  shall be issued within 30 days
of the close of the hearing. However, the arbitrator(s),  upon a showing of good
cause,  may extend the  commencement  of the hearing for up to an  additional 60
days. The arbitrator(s) shall provide a concise written statement of reasons for
the  award.  The  arbitration  award  may  be  submitted  to  any  court  having
jurisdiction to be confirmed and enforced.

            (e) The arbitrator(s)  will have the authority to decide whether any
Claim is barred by the  statute  of  limitations  and,  if so,  to  dismiss  the
arbitration  on that basis.  For purposes of the  application  of the statute of
limitations,  the  service  on JAMS under  applicable  JAMS rules of a notice of
Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this
arbitration  provision or whether a Claim is  arbitrable  shall be determined by
the  arbitrator(s).  The arbitrator(s)  shall have the power to award legal fees
pursuant to the terms of this Agreement.

            (f) This  paragraph does not limit the right of any Guarantor or the
Bank to: (i) exercise  self-help  remedies,  such as but not limited to, setoff;
(ii) initiate judicial or nonjudicial  foreclosure  against any real or personal
property  collateral;  (iii)  exercise any judicial or power of sale rights,  or
(iv) act in a court of law to obtain an interim remedy,  such as but not limited
to,  injunctive  relief,  writ of possession or  appointment  of a receiver,  or
additional or supplementary remedies.

            (g) The filing of a court  action is not  intended to  constitute  a
waiver of the right of any  Guarantor  or the Bank,  including  the suing party,
thereafter to require submittal of the Claim to arbitration.


                                      -10-


      IN WITNESS WHEREOF,  each Guarantor indicated below has duly executed this
Guarantee Agreement as of the day and year first above written.


                              ATLANTIC RESEARCH  & CONSULTING, INC.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                              SIGNIA PARTNERS INCORPORATED


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                              TTECH ACQUISITION CORP.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                              GUIDELINE RESEARCH CORP.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                                      -11-


                              GUIDELINE/CHICAGO, INC.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                              ADVANCED ANALYTICS, INC.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                              TABLINE DATA SERVICES, INC.


                              By: /s/ Peter Stone
                                  ---------------------------------------------
                                  Name: Peter Stone
                                  Title: Vice President and Assistant Secretary


                                      -12-

EX-10.4

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT  AGREEMENT ("this  Agreement") is made effective as of the
1st day of April, 2005 (the "Effective Date") by and between ATLANTIC RESEARCH &
CONSULTING,  INC., a Massachusetts corporation with offices at 109 State Street,
Boston, MA 02109 (the "Company") and a subsidiary of FIND/SVP,  INC., a New York
corporation ("FIND"),  and PETER HOOPER, an individual residing at 85 East India
Row, Boston, MA 02110 (the "Executive").

      PREMISES:  The Executive  has served the Company in an executive  capacity
for a  substantial  period of time  prior to the  Effective  Date.  The  Company
desires to  continue  to employ the  Executive,  and in the  capacity  described
herein,  and the Executive desires to continue to be so employed by the Company.
The  Company  and the  Executive  also  desire  to set  forth in  writing  their
understanding of the terms and conditions governing such employment.  Unless the
context  indicates  otherwise,  capitalized  terms used  herein but not  defined
herein  shall  have the  meanings  given to such  terms  in the  Stock  Purchase
Agreement,  dated as of March 14, 2005, by and among FIND and the Executive (the
"Purchase Agreement").

      NOW,  THEREFORE,  in  consideration  of the foregoing and of the following
mutual  promises,  the Company and the Executive,  each intending  legally to be
bound, agree as follows:

      Section  1.  Contract  of  Employment.  Subject to the terms  hereof,  the
Company employs the Executive and the Executive  accepts his employment with the
Company for the Employment  Period (as defined in Section 2 hereof).  During the
Employment Period, the Executive shall serve in and shall occupy the position of
Chairman  of the  Company  and in such  position  shall serve as the most senior
executive  officer of the Company.  In that  capacity the  Executive  shall have
responsibility  for those duties that are  customary to such office and position
and perform, for and on behalf of the Company, all duties as shall, from time to
time,  reasonably  be  determined  by either (i) the Board of  Directors  of the
Company,  (ii) the Chief  Executive  Officer of FIND  ("CEO"),  or (iii) another
officer of FIND (or one of its  subsidiaries)  mutually  agreed to in writing by
Executive and the CEO (the "Other  Officer").  In addition,  Executive shall use
his best efforts  (provided it is commercially  reasonable to do so) to maintain
ongoing  relationships with the Company's key existing and prospective  clients.
Without  limitation  of any of the  foregoing,  Executive  also shall assume and
carry out such other  duties or  responsibilities  as may be, from time to time,
reasonably  assigned or delegated to the  Executive by the Board of Directors of
the Company, the CEO or the Other Officer. In fulfilling the responsibilities of
his position,  the Executive  will observe all lawful  policies,  procedures and
directions that from time to time may be adopted by the Company,  the CEO or the
Other  Officer  and which are  applicable  to the  executive  or  administrative
personnel of the Company generally,  including,  without limitation,  any lawful
policies,  procedures and  directions set forth in the personnel  manuals of the
Company  and FIND (to the  extent  applicable  to the  Company),  as both may be
amended and in effect  from time to time.  In addition to his duties as Chairman
of the Company,  the Executive  shall feel free to give FIND his input on Find's
consolidated  in-depth  research and  competitive  intelligence  operations.  In
connection  therewith,  during the Employment  Period,  the Executive shall be a
member of the Find's Operating Management Group (the "OMG") whose function is to
propose initiatives and supplemental  strategies needed to move Find to the next
level of growth and to apply Find's overall policies and strategies.


      Section 2. Employment  Period.  The term of the Executive's  employment by
the Company (the  "Employment  Period") shall commence on the Effective Date and
shall continue  until the earliest to occur of: (i) the third (3rd)  anniversary
of the  Effective  Date;  (ii)  termination  of the  Executive's  employment  in
accordance  with Sections  6(a),  6(b) or 6(c) hereof;  or (iii) the date of the
Executive's death.

      Section  3. Time and  Effort;  Disclosure  and Fair  Dealing.  During  the
Employment  Period,  the Executive  shall devote his entire  business time, best
efforts,  attention,  energies, skill and abilities, during usual business hours
and at such other times as are  reasonably  required by his position as Chairman
of the Company,  by the CEO, by the Other Officer,  or by the Board of Directors
of the Company, to (a) diligently and faithfully carry out his  responsibilities
and  duties  hereunder;  (b) use his best  efforts to promote  the  success  and
expansion of the Company's  business,  and (c) cooperate fully with the Board of
Directors of the Company,  the CEO and the Other Officer in the  advancement  of
the best interests of the Company and FIND.  During the Employment  Period,  the
Executive shall carry out his  responsibilities and duties at the offices of the
Company; provided, that Executive may be required to travel from time to time in
connection  with his duties  hereunder  and the  demands of the  business of the
Company,  it being  acknowledged  that the  Executive  shall not be  required to
travel for more than 20% of his business  time in any calendar  year.  Executive
shall not,  without the prior written consent of the CEO or the Other Officer do
anything,  or permit anything to be done at his direction,  that is inconsistent
with his duties to the Company or its  Affiliates or that he knows is opposed to
their best interests.  Executive shall not become an officer, director, employee
or  consultant  of, or  otherwise  become  associated  with or  engaged  in, any
business other than that of the Company;  provided,  that with the prior written
consent of the CEO (which shall not be  unreasonably  withheld),  the  Executive
shall be entitled to serve as (i) on the Board of Directors  of other  companies
(other than  non-public  companies or their  Affiliates),  or (ii) an advisor to
other  businesses,  provided that such  companies and  businesses do not compete
with  the  Company  or its  Affiliates  and such  service  does  not  impede  on
Executive's duties to the Company and its Affiliates hereunder. Any such consent
granted  by the CEO may be  revoked  by the CEO from  time to time  upon the CEO
reasonably  determining that any such service is detrimental to the interests of
the Company or its  Affiliates.  The  Executive  will  promptly  disclose to the
Company's  Board  of  Directors,  the CEO and the  Other  Officer  all  material
information,  opportunities,  developments  and  other  matters  coming  to  the
Executive's  attention that pertain or are relevant to the operations or conduct
of the Company or, to the knowledge of the  Executive,  any of its Affiliates or
to the conduct of their  respective  businesses.  The  Executive  will  promptly
communicate,  fully  cooperate  and deal  fairly and openly  with the  Company's
directors,  other officers or key personnel, and, in general, to the best of his
abilities, the Executive will work to achieve efficient and profitable operation
of the Company's business and the orderly conduct of the Company's affairs.  For
purpose of this  Agreement  "Affiliate"  shall mean (i) as to  Executive  or the
Company,  any party, which directly or indirectly,  whether alone or through one
or more intermediaries,  controls,  is controlled by, or is under common control
with  Executive  or the  Company,  as the case may be, and (ii) as to FIND,  the
subsidiaries and related entities of FIND set forth in its filings with the U.S.
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934.


                                       2


      Section 4. Confidentiality, Non-Competition and Non-Interference.

            (a)  Protection  of  Nonpublic  Information.  The  Executive  hereby
acknowledges  that (a) during the course of the  Executive's  employment  by the
Company  the  Executive  has  obtained  or  will  obtain  knowledge  of and  use
Confidential Information,  as hereinafter defined, (b) public disclosure of such
Confidential  Information  could have an adverse effect on the Company,  FIND or
their  respective  Affiliates  and  their  respective  businesses;  and  (c) the
provisions of this Section are  reasonable and necessary to prevent the improper
use or disclosure of Confidential Information. Both during the Employment Period
and at all times  thereafter,  the Executive (i) shall treat as confidential all
Confidential  Information,  (ii) without the prior written consent of the CEO or
Other  Officer,  shall  not use  for any  personal  purposes,  publish,  reveal,
divulge,  transfer  or  otherwise  disclose,  or  directly  or  indirectly  make
available  to any  party  any of such  Confidential  Information  except to such
parties  that  either  (a) are  employed  by the  Company,  (b)  have  signed  a
confidentiality agreement with respect to such Confidential Information with the
Company  or  (c)  are  attorneys,  accountants  or  other  professional  service
providers to FIND or the Company and bound by a duty of client  confidentiality,
and such parties have a need for such  information  for purposes that are in the
best interest of the Company,  and (iii) shall not  knowingly  use  Confidential
Information in any way that is detrimental to the interests of the Company, FIND
or their respective Affiliates.  The term "Confidential  Information" shall mean
any and all knowledge relating to the business and affairs of the Company,  FIND
or their respective  Affiliates,  and their  respective trade secrets,  business
methodologies,  financial  information,  customer and personnel  information and
data, creditors,  shareholders,  directors,  contractors,  agents,  consultants,
employees,  terms of contracts,  and other confidential or nonpublic information
pertaining to the business practices,  properties,  services,  products,  ideas,
know-how, improvements and developments of the Company, FIND or their respective
Affiliates, conceived, developed or devised by or for the Company, FIND or their
respective  Affiliates,  that  is or is  intended  by  any  of  them  to be of a
confidential  nature,  including,  but not  limited  to,  any and all  knowledge
relating  to   products,   research,   development,   inventions,   manufacture,
purchasing,    accounting,   finances,   costs,   profit   margins,   marketing,
merchandising,  selling,  customer lists,  customer  requirements and personnel,
pricing,  pricing methods,  computer  programs and software,  databases and data
processing  and any and all other such  knowledge,  information  and  materials,
heretofore or hereafter during the term of this Agreement,  conceived, designed,
created,  used or  developed  by or  relating  to the  Company,  FIND  or  their
respective  Affiliates.  The term  "Confidential  Information" shall include the
aforementioned  items  notwithstanding the fact that such information may or may
not be explicitly marked as confidential and  notwithstanding the fact that such
information could be independently developed by third parties. Nothing contained
in this Section 4(a),  however,  shall be construed as imposing  restraints upon
the  Executive's  use of any  information  which  is or  becomes  made  publicly
available by the Company,  FIND or their respective Affiliates or is or has been
rightfully  obtained by the Executive from persons other than the Company,  FIND
or their  respective  Affiliates  where such persons are under no  obligation of
trust or confidence to the Company,  FIND or its  Affiliates.  In the event that
the Executive is requested or required by subpoena,  civil investigative  demand
or other process to disclose any Confidential  Information,  the Executive shall
promptly  notify  the  Company  so that  the  Company  may  seek an  appropriate
protective order or waive compliance with this Agreement.  If, failing the entry
of a  protective  order,  the  Executive  is,  in the  opinion  of his  counsel,
compelled to disclose Confidential Information,  the Executive may disclose that
portion of the Confidential Information which counsel for the Company advises in
writing he is required to disclose.


                                       3


            (b)  Competitive  Restrictions.  During  the  Employment  Period and
during the two (2) year  period  that begins on  termination  of the  Employment
Period,  the Executive shall not,  whether for his account or for the account of
any other  party other than the  Company,  FIND or their  respective  Affiliates
directly or indirectly  engage or have any financial  interest in, own,  manage,
operate,   finance,  control  or  participate  in  the  ownership,   management,
operation,  financing or control of, be employed by,  associated  with or in any
manner connected with, lend the Executive's name to or any similar name to, lend
the Executive's  credit to or render services or advice to, any  organization or
activity which in any manner competes with the Company, FIND or their respective
Affiliates  with respect to their  respective  businesses.  For purposes of this
Section 4(b),  the term "compete"  shall mean with respect to the Company,  FIND
and their  respective  Affiliates:  (i) with  respect to or in  connection  with
conducting  any business of the Company,  FIND or their  respective  Affiliates,
calling  on,  soliciting,  taking away or  accepting  as a client or customer or
attempting to call on, solicit, take away or accept as a client or customer, any
individual,  person,  partnership,  corporation,  association or other entity or
enterprise  that  was a  client  or  customer  of the  Company,  or known by the
Executive to have been a client or customer of FIND or its  Affiliates,  in each
case during the Employment  Period or known by the Executive to be a customer of
the Company, FIND or their respective Affiliates after the Employment Period but
prior to the expiration of the two (2) year period that begins on termination of
the Employment  Period;  (ii) with respect to any business  reason other than in
connection  with  the  businesses  of the  Company,  FIND and  their  respective
Affiliates,  calling on,  soliciting,  taking away,  or accepting as a client or
customer or attempting to call on,  solicit,  take away or accept as a client or
customer, any individual, person, partnership, corporation, association or other
entity or enterprise  that was a client or customer of the Company,  or known by
the  Executive to have been a client or customer of FIND or its  Affiliates,  in
each  case  during  the  Employment  Period  or known by the  Executive  to be a
customer  of  the  Company,  FIND  or  their  respective  Affiliates  after  the
Employment  Period but prior to the  expiration  of the two (2) year period that
begins on termination of the Employment Period; (iii) soliciting, taking away or
attempting to solicit or take away,  employ or otherwise  engage as an employee,
independent  contractor  or  otherwise,  any  person who is an  employee  of the
Company,  FIND or their respective Affiliates or was an employee of the Company,
FIND or their respective  Affiliates during the Employment  Period, on behalf of
any individual, person, partnership, corporation, association or other entity or
enterprise   conducting  a  business  which  is  substantially  similar  to  the
businesses of the Company, FIND or their respective Affiliates; (iv) inducing or
attempting  to induce any  employee  of the  Company,  FIND or their  respective
Affiliates  to  terminate  employment  with the Company;  (v)  entering  into or
attempting to enter into any business  substantially  similar to or competing in
any way with the  business  engaged in or, to the  knowledge  of the  Executive,
planned to be engaged in by the Company,  FIND or their respective Affiliates at
the  time  of the  termination  of the  Executive's  employment  hereunder.  For
purposes of this  Section  4(b),  the  "business"  of any Person  shall mean the
business of such Person as currently  conducted and any other business that such
Person enters into during the  Employment  Period.  For purposes of this Section
4(b), the words "directly or indirectly" as they modify the word "compete" shall
mean (i)  acting as an agent,  representative,  consultant,  officer,  director,
manager,   independent  contractor  or  employee  of  any  individual,   person,
partnership,  corporation,  association,  limited liability corporation, limited
liability  partnership  or other entity or  enterprise  which  competes with the
Company,  FIND  or  their  respective  Affiliates,  or any of  their  respective
businesses,  (ii) participating in any such competing entity or enterprise as an
owner, member, partner, limited partner, joint venturer, creditor or stockholder
(except as a  stockholder  holding  less than a one  percent (1 %) interest in a
corporation  whose  shares  are  actively  traded  on  a  regional  or  national
securities  exchange  or  have  been  registered  under  Section  12(g)  of  the
Securities and Exchange Act of 1934, as amended); and (iii) communicating to any
such  competing  entity  or  enterprise  the  names or  addresses  or any  other
information  concerning any past,  present or identified  prospective  client or
customer.


                                       4


            (c)  Non-Interference.  At any time during the Employment  Period or
the  two (2)  year  period  immediately  thereafter,  the  Executive  shall  not
knowingly  interfere  with  any of  the  Company,  FIND's  or  their  respective
Affiliates'  relationships with any party,  including any party who, at any time
during the Employment Period, was an employee, contractor,  supplier or customer
of any of the Company, FIND or their respective  Affiliates.  At any time during
or after the Employment  Period,  the Executive shall not make public statements
which may reasonably be deemed to negatively impact any of the Company,  FIND or
their respective Affiliates or any of their respective shareholders,  directors,
officers,  employees  or  agents  with  respect  to  the  customers,  suppliers,
products,  personnel or business of any of the Company, FIND or their respective
Affiliates.  For purposes of this Section 4(c),  "interfere"  shall mean acts or
conduct that is reasonably likely to hamper, hinder or disturb the relationships
between the Company,  FIND or their  respective  Affiliates  and any  applicable
party.

            (d) Inventions, etc. Executive will promptly disclose to the Company
and the CEO all designs, processes,  inventions,  improvements,  discoveries and
other  information  related  to  the  business  of  the  Company   (collectively
"developments")  conceived,  developed  or  acquired by him alone or with others
during  the  Employment  Period.  All  such  developments  shall be the sole and
exclusive property of the Company,  and upon request the Executive shall deliver
to the Company all drawings,  models and other data and records relating to such
developments.  In the event any such developments shall be deemed by the Company
or the  CEO to be  patentable  or  copyrightable,  the  Executive  shall,  while
employed,  at the expense of the Company,  assist the Company in  obtaining  any
patents or copyrights  thereon and execute all documents and do all other things
necessary  or proper to obtain  letters  patent and  copyrights  and to vest the
Company with full title thereto.

            (e) Acknowledgments by Executive.  The Executive  acknowledges that:
(a) the services to be performed by him under this  Agreement are for a special,
unique, unusual,  extraordinary and intellectual character;  (b) the business of
the Company,  FIND and their respective Affiliates is national and international
in scope and its products are marketed throughout the United States and in other
countries,  territories  and  possessions;  (c) the  Company  and FIND and their
respective Affiliates compete with other businesses that are or could be located
in any  part of the  United  States  and in  other  countries,  territories  and
possessions;  and (d)  the  provisions  of this  Section  4 are  reasonable  and
necessary to protect the  business of the Company and FIND and their  respective
Affiliates and will not restrict Executive from earning a livelihood.


                                       5


            (f) Remedies. The Executive hereby acknowledges that a breach by the
Executive of the provisions of this Section 4 cannot reasonably or adequately be
compensated  in  damages  in an action  at law;  and that a breach of any of the
provisions  contained in this  Section 4 will cause the Company,  FIND and their
respective  Affiliates  irreparable  injury and damage.  By reason thereof,  the
Executive hereby agrees that the Company,  FIND and their respective  Affiliates
shall be  entitled,  in  addition  to any other  remedies it may have under this
Agreement or otherwise,  to preliminary,  temporary and permanent injunctive and
other equitable relief to prevent or curtail any actual or threatened  breach of
this Section 4 by the Executive;  provided,  however,  that no  specification in
this Agreement of a specific  legal or equitable  remedy shall be construed as a
waiver or prohibition  against the pursuing of other legal or equitable remedies
in the event of such a breach.  None of the Company,  FIND and their  respective
Affiliates  shall be required to post bond in  connection  with seeking any such
equitable remedies.

            Section 5. Compensation and Benefits.  The Executive and the Company
agree to the following compensation arrangements:

            (a) Salary.  For the services to be rendered by the Executive and in
consideration  of the Executive's  other  undertakings  in this  Agreement,  the
Company  shall pay to the  Executive a salary at the rate of Two Hundred  Eleven
Thousand  Dollars  ($211,000.00)  per  annum,  which  shall be  payable in equal
periodic installments  according to the Company's normal payroll practices,  but
no less  frequently  than monthly.  If the Employment  Period ends on a day that
precedes the last accounting day of a fiscal or compensation period, any amounts
payable to the Executive  for that period shall be reduced in accordance  with a
fraction of which the numerator shall be the number of days of the period during
which the  Employment  Period  was in effect  and the  denominator  shall be the
number of days comprising the entirety of such fiscal or compensation period.

            (b) OMG Bonus  Program.  In  addition  to the  Salary  and  benefits
provided hereunder,  Executive shall be entitled to participate in any OMG bonus
incentive plan pursuant to the terms thereof,  as may be adopted or amended from
time to time.

            (c) Expense Reimbursement. The Company shall reimburse the Executive
for  ordinary,  necessary  and  reasonable  expenses  incurred  by  him  in  the
performance  of the  Executive's  duties  hereunder  substantiated  with  proper
invoices,  receipts,  or other supporting  documentation,  including expenses of
travel,  lodging and sustenance while away from home on business of the Company,
provided that such  expenses are incurred and  accounted for in accordance  with
the reasonable policies and procedures  established by the Board of Directors of
the Company,  by the CEO or by the Other  Officer  from time to time.  Executive
shall file expense  reports with respect to such expenses.  Except such expenses
that will be reimbursed by a client or customer of the Company,  Executive shall
not incur expenses in excess of $3,000 in connection with (i) a business trip or
(ii) any other individual or series of related personal expenditures without the
prior written authorization of the CEO or the Other Officer.


                                       6


            (d) Benefit  Plans.  During the  Employment  Period,  subject to the
eligibility   and  other   conditions   thereof  and  payment  of  any  required
contributions,  the  Executive  and his  immediate  family  shall be entitled to
participate in all employee  pension or welfare  benefit plans and  arrangements
generally  maintained  for  executive  employees  of FIND  (presently  or in the
future,  and subject to  termination or amendment) and in which the Executive is
or may become  eligible  to  participate  (including,  without  limitation,  any
defined benefit pension plan currently maintained by FIND, group life insurance,
accidental death and  dismemberment  plans, and medical plans).  The Company and
FIND retains the right to terminate, alter, replace or modify benefits under any
medical plans or policies on a non-discriminatory basis from time to time.

            (e) Vacations.  During the Employment Period, the Executive shall be
entitled to five (5) weeks of paid vacation  annually  (subject to prorating for
partial  years),  to be taken at such times as are consistent  with the needs of
the Company and the  convenience  of the  Executive,  plus such other  holidays,
personal  days or  other  days  as may be  determined  in  accordance  with  the
Company's  policies as in effect from time to time. Unused parts of any vacation
and unused  holidays will not be separately  compensable  or otherwise  form the
basis for  additional  compensation  and shall  not be  accumulated  so as to be
available in respect of any subsequent 12-month period.

            (f) Stock Options.  Pursuant to the terms of the FIND/SVP, INC. 2003
Stock  Incentive  Plan, or such other stock  incentive plan of FIND as may be in
effect from time to time (the "Plan") the Executive  shall be granted options to
purchase  up to 25,000  shares of Common  Stock per year during the each year of
the Term (the  "Options")  with such number of shares  granted  being based upon
performance  criteria to be  determined  at the  beginning  of each such year by
FIND. The parties hereto agree that the first year  performance  criteria is set
forth on Exhibit 5(f) hereto.  The terms and  provisions  of the Options and any
other  compensation  paid pursuant to this Section shall be more fully set forth
in stock option agreements and other  appropriate  agreements to be entered into
by the Executive and FIND. The grant of Options shall be subject to the terms of
the Plan and the execution of such agreements. If an amount of shares or Options
under the Plan are not immediately  available for issuance pursuant to the terms
hereof, such shares and options will be issued promptly upon becoming available.
Subject to applicable law, the Options shall be "incentive  stock options" under
the Plan.

            (g) Tax and Other  Withholdings.  The  amounts  payable  under  this
Section 5 or Section 6(d) hereof are subject to all applicable federal and state
income tax, social security and other governmentally mandated withholdings,  and
any   contributions  the  Executive  may  authorize  to  be  withheld  from  his
compensation.


                                       7


      Section 6. Termination of Employment.

            (a) For Cause. The Company may terminate the Executive's  employment
and all of the Company's obligations hereunder at any time for Cause, as defined
below.  Such  termination  shall be evidenced by written notice delivered to the
Executive,  unequivocally  stating  the  Company's  decision  to  terminate  the
Executive's employment under this Section 6(a) and specifying the Cause for such
termination.  Such  termination  shall be  effective  on the date stated in such
notice;  provided,  that in no event  shall such  termination  date be more than
sixty  (60) days  after the date that the  notice  is  delivered.  For  purposes
hereof, the term "Cause" shall mean one or more of the following:  (i) the court
appointment  of a conservator or like official for the person or property of the
Executive;  (ii) the Executive's conviction of, or the entering of a guilty plea
or plea of no contest  with  respect to a felony;  (iii) the issuance of a court
order,  judgment  or decree  enjoining  or having the effect of  preventing  the
Executive from performing his duties under this Agreement;  (iv) the Executive's
failure to substantially perform his duties hereunder under the direction of the
CEO or the Other Officer or to adhere to any written  Company  policy  generally
applied (or FIND policy applicable to the Company and generally  applied) if the
Executive has been given a reasonable  opportunity to comply with such duties or
policy or cure his  failure  to comply  (which  reasonable  opportunity  must be
granted by notice no less than twenty (20) business days  preceding  termination
of this  Agreement,  except that if two such prior notices have been received by
Executive for  substantively  the same or related  matter,  no further notice or
cure or compliance  period shall be required),  provided,  that it is understood
that the Company's failure to achieve its business plan or projections shall not
be considered a failure to perform duties hereunder; (v) because of his physical
or mental  illness,  injury,  disability or  incapacity,  the Executive does not
fulfill  his  duties  hereunder  on a  full-time  basis for  either  sixty  (60)
consecutive days or one hundred twenty (120) days in any period of eighteen (18)
months;  (vi)  the  Executive's  commission  of an act of  fraud,  deception  or
dishonesty  when acting for the Company or under other  circumstances,  and such
act  harms or may  reasonably  be  expected  to harm the  Company  or any of its
Affiliates or their respective businesses,  including,  without limitation,  (A)
the   appropriation   (or  attempted   appropriation)  of  a  material  business
opportunity  of the  Company,  including  attempting  to secure or securing  any
personal profit in connection with any transaction entered into on behalf of the
Company and (B) the misappropriation  (or attempted  misappropriation) of any of
the  Company's  funds or property;  (vii) the  Executive's  gross  negligence or
willful  misconduct  in  connection  with his  duties  hereunder;  or (viii) the
Executive's breach of any of the covenants contained in Section 4 hereof.

            (b) For Good Reason.  The  Executive  shall be entitled to terminate
Executive's  employment  and  all  of  his  obligations  hereunder  (except  the
obligations  set forth in (i) Sections 4, 6(d),  6(e) and 7-13) for Good Reason,
as defined  below,  and as of the expiration of a period of twenty (20) business
days  following  the  Executive's  delivery  of a written  notice to the Company
setting forth his election to terminate the Executive's employment hereunder and
specifying  briefly the facts forming the basis for the Executive's  exercise of
his  right  of  termination  pursuant  to this  Section.  For  purposes  of this
Agreement,  "Good  Reason" shall mean (i) any act or omission on the part of the
Company  which  constitutes  a  material  breach of this  Agreement,  unless the
Company ceases, corrects and cures all adverse effects of such breach within the
thirty (30) business day notice period specified in this Section,  if reasonably
curable  during such period,  or if not reasonably  curable in such period,  the
Company commences to cure such breach within such period and thereafter promptly
cures such breach; or (ii) FIND or the Board of Directors of the Company causes,
without the prior  consent of  Executive  (A) a material  adverse  change in the
Executive's  title or  authority,  (B) a  material  reduction  in the duties and
responsibilities of the Executive,  provided that any reassignment of any of the
Executive's  duties or  responsibilities  to another employee of the Company who
reports,  directly  or  indirectly  (through  one  or  more  employees),  to the
Executive  shall not  constitute  Good Reason,  (C) a material  reduction in the
salary or benefits of the  Executive,  or (D) a  relocation  of the  Executive's
principal work location more than twenty (20) miles from Boston, Massachusetts.


                                       8


            (c) Other than for Cause.  Subject to Executive's rights pursuant to
Section 6(d) hereof,  the Company shall be entitled to terminate the Executive's
employment and all of the Company's obligations hereunder for any or no reason.

            (d) Compensation and Benefits Following Termination.

            (I) If the Executive's  employment with the Company is terminated by
the Company upon the death of Executive,  for Cause in  accordance  with Section
6(a) hereof or by the Executive  for other than Good Reason in  accordance  with
Section 6(b) hereof,  the Company shall pay the Executive,  without deduction or
set off except for tax,  social  security or other  mandated  withholdings,  the
amounts set forth in subsections (A) and (B) below:

            (A) On or before the executive's payroll date next following the day
on which such termination becomes effective (the "Termination  Date"), an amount
equal to that proportion of the Executive's  salary, at the rate then in effect,
determinable under Section 5(a) hereof, and

            (B) With  reasonable  promptness  following  the  Termination  Date,
reimbursement  for all  expenses  subject to  reimbursement  under  Section 5(c)
hereof.

            (II) If the  Executive's  employment  with the Company is terminated
(a) by the  Company  other  than for Cause  (except  as a result of the death of
Executive),  or (b) by the  Executive  for  Good  Reason,  the  Executive  shall
continue to be provided  his Base Salary for a period that is the greater of one
year and the time remaining in the Employment Period; provided, however, that if
the Company  discovers  that the  Executive  has  violated any part of Section 4
hereof, the Executive shall not be entitled to such payments.

            (III) After  termination of the Employment Period and any additional
period  for which he is being paid or due salary  pursuant  to Section  6(d)(II)
hereof,  Executive  shall be entitled,  at his own cost, to continue any medical
benefits  provided to him during the Employment  Period to the extent  permitted
under the policies and plans of the Company.

            (IV)  Executive  agrees that no  payments  or benefits  shall be due
Executive  after the  Employment  Period under this Section 6 or otherwise  with
respect to this agreement or Executive's  employment with the Company until such
time as Executive  executes before a notary a Release in the form annexed hereto
as Exhibit 6(d)(IV) hereto and delivers an original  counterpart  thereof to the
CEO or the Other Officer.

            (e)  Use  and  Return  of  Materials.  At  the  termination  of  the
Employment  Period,  irrespective  of the  reasons  for  such  termination,  the
Executive  shall return to the CEO or the Other  Officer the  originals  and all
copies of correspondence,  memoranda, papers, files, records and other materials
that may at any time have come into his  possession  and relate to the  business
and affairs of the Company or any of its Affiliates.


                                       9


            Section 7. Costs of  Enforcement.  In the event  that  either  party
brings an action to enforce such party's rights under this Agreement,  including
any  provision  of  Section 4 hereof,  any party or parties  prevailing  in such
action  by  judgment  or  order of a court of  competent  jurisdiction  shall be
entitled to recover from the party or parties against whom the order is given or
the judgment is entered all costs and expenses,  including reasonable attorneys'
fees,  incurred by the prevailing  party or parties with respect to such action,
such award of costs and expenses to be determined by the Court.

            Section  8.  Reasonableness  of  Restrictions:   Severability.   The
Executive has carefully  read and considered the provisions of Section 4 hereof,
and agrees  that the  restrictions  set forth in such  Section  are fair and are
reasonably  required  for the  protection  of the  legitimate  interests  of the
Company. In the event that,  notwithstanding the foregoing,  any section of this
Agreement,  or any  other  part  hereof,  shall be held by a court of  competent
jurisdiction to be invalid or unenforceable,  the remaining  provisions  thereof
and hereof shall nevertheless continue to be valid and enforceable as though the
invalid or unenforceable  parts had not been included therein.  Without limiting
the foregoing,  in the event that any provision of Section 4 hereof  relating to
the time period or the areas of  restriction  (or both) shall be held by a court
of competent  jurisdiction  to exceed the maximum time period or area such court
deems  reasonable and  enforceable,  the time period or areas of restriction (or
both) deemed reasonable and enforceable by the court shall become and thereafter
be the maximum  time period or areas of  restriction  (or both).  The periods of
time  applicable  to any covenant in Section 4 shall be extended by the duration
of any violation by the Executive of such covenant.  The Executive shall,  while
the covenants under Section 4 are in effect, give notice to the Company,  within
ten  days  after  accepting  any  other  employment,  of  the  identity  of  the
Executive's employer. The Company may notify such employer that the Executive is
bound by this  Agreement and, at the Company's  election,  furnish such employer
with a copy of the relevant portions of this Agreement.

            Section 9.  Successors and Assigns.  This  Agreement  shall bind and
inure to the  benefit  of the  successors  and  assigns of the  Company  and the
Executive's  heirs and legal  representatives.  This  Agreement  and the rights,
interest  and  benefits  of the  Executive  shall  not,  however,  be subject to
voluntary or involuntary  assignment,  transfer,  or hypothecation,  directly or
indirectly,  by the Executive or his heirs and legal representatives without the
prior written consent of the Board of Directors of the Company.

            Section 10.  Modification  and Waiver.  No modification or waiver of
any of the  provisions  of this  Agreement,  and no  extension  or renewal of or
substitution  for this  Agreement  shall be binding  upon  either of the parties
hereto  unless made in writing and signed by the  Executive and signed on behalf
of the Company by its duly authorized officer.

            Section 11. Entire  Agreement.  This  Agreement  and the  applicable
provisions of the Purchase Agreement constitute the entire agreement between the
parties hereto with respect to the employment of the Executive and supersede any
and all prior agreements, whether oral or written, concerning such employment.

            Section 12. Notices. All notices and other  communications  provided
in  connection  with  this  Agreement  shall be in  writing  and shall be deemed
effectively  given in all respects (a) when received,  if manually  delivered or
delivered by  overnight  mail  courier;  or (b) at the time of  transmission  if
transmitted by facsimile (with confirmed  receipt) and confirmed in written hard
copy actually delivered prior to the end of the third business day thereafter.


                                       10


Notice to the Company shall be addressed to:

            FIND/SVP, INC.
            625 Avenue of the Americas
            New York, New York 10011
            Fax: (212) 255-7632
            Attention:  Chief Executive Officer
      and
            Kane Kessler, P.C.
            1350 Avenue of the Americas
            26th Floor
            New York, New York   10019
            Attn:  Robert L. Lawrence, Esq.
            Fax:   (212) 245-3009

or at such other address or to the attention of such other person as the Company
may designate by written notice to the Executive.

Notices to the Executive shall be addressed to:

           Peter Hooper
           85 East India Row
           Boston, MA  02110

      and
            Company Counsel, LLC
            11 Winthrop Street
            Essex, Massachusetts  01929
            Attn:  Sean D. Abbott, Esq.
            Fax:   (617) 933-1661

or at such  other  address  or to the  attention  of such  other  person  as the
Executive may designate by written notice to the Company and FIND.

      Section 13. Choice of Law; Jurisdiction and Venue. This Agreement shall be
governed by and construed in  accordance  with the laws of the State of New York
without reference to the choice of law principles  thereof.  The parties further
agree (a) that this Agreement shall be subject to the exclusive  jurisdiction of
the courts of New York County,  New York and the Federal  District Court for the
Southern  District of New York;  (b) that any breach of any term or condition of
this Agreement shall be deemed to be a breach occurring in the State of New York
by virtue of a failure to perform an act  required to be  performed in the State
of New York and irrevocably and expressly agree to submit to the jurisdiction of
the  courts  of the  State of New York and the  Federal  District  Court for the
Southern  District of New York for the purpose of resolving  any disputes  among
the parties relating to this Agreement or the transactions  contemplated hereby;
and (c) to  irrevocably  waive,  to the fullest  extent  permitted  by law,  any
objection  which  they may now or  hereafter  have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,  or any
judgment entered by any court in respect hereof brought in New York County,  New
York or the Federal  District  Court for the  Southern  District of New York and
further  irrevocably waive any claim that any suit, action or proceeding brought
in New York  County,  New York or the Federal  District  Court for the  Southern
District of New York has been brought in an inconvenient forum.


                                       11


      Section 14.  Counterparts;  Facsimile  Transmission  This Agreement may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original copy of this  Agreement  and of which,  when taken  together,  shall be
deemed  to  constitute  one and the  same  agreement.  Delivery  of an  executed
counterpart  of a  signature  page to  this  Agreement  by  facsimile  shall  be
effective  as delivery of a manually  executed  counterpart  of this  Agreement,
provided,  however, that in each instance an original executed counterpart shall
be promptly delivered to the other party by hand or overnight courier.

      Section 15. Survival. The provisions of Sections 4, 6(d), 6(e) and 7 shall
survive the termination of this Agreement.

      Section 16.  Participation of Parties. The parties hereto acknowledge that
this Agreement and all matters  contemplated  herein, have been negotiated among
all parties hereto and their  respective legal counsel and that all such parties
have  participated  in the drafting and  preparation  of this Agreement from the
commencement of negotiations at all times through the execution hereof.

                            (signature page follows)


                                       12


      IN WITNESS WHEREOF,  the Company and the Executive have duly executed this
Agreement on or as of the Effective Date.

                              COMPANY:
                              ATLANTIC RESEARCH & CONSULTING, INC.

                              By:/s/ Kelly Basile
                                 --------------------------------
                                     Name: Kelly Basile
                                     Title: President

                              EXECUTIVE:


                              /s/ Peter Hooper
                                 --------------------------------
                              PETER HOOPER

ACCEPTED AND AGREED TO
WITH RESPECT TO THE SPECIFIC
PROVISIONS OF SECTIONS
1, 5(b), 5(d) and 5(f):

FIND/SVP, INC.


By: /s/ Peter Stone
    -------------------------------------------
    Name: Peter Stone
    Title: Chief Financial Officer,
           Senior Vice President, Secretary and
           Treasurer

EX-10.5

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT  AGREEMENT ("this  Agreement") is made effective as of the
1st day of April,  2005 (the  "Effective  Date") by and between Signia  Partners
Incorporated, a District of Columbia corporation with offices at 1655 North Fort
Myer Drive, Suite 800,  Arlington,  VA 22209 (the "Company") and a subsidiary of
FIND/SVP,  INC., a New York corporation ("FIND"),  and CHARLES DOUGLAS HOUSE, an
individual  residing  at 6621  North  24th  Street,  Arlington,  VA  22205  (the
"Executive").

      PREMISES:  The Executive  has served the Company in an executive  capacity
for a  substantial  period of time  prior to the  Effective  Date.  The  Company
desires to  continue  to employ the  Executive,  and in the  capacity  described
herein,  and the Executive desires to continue to be so employed by the Company.
The  Company  and the  Executive  also  desire  to set  forth in  writing  their
understanding of the terms and conditions governing such employment.  Unless the
context  indicates  otherwise,  capitalized  terms used  herein but not  defined
herein  shall  have the  meanings  given to such  terms  in the  Stock  Purchase
Agreement,  dated as of March 14, 2005, by and among FIND and the Executive (the
"Purchase Agreement").

      NOW,  THEREFORE,  in  consideration  of the foregoing and of the following
mutual  promises,  the Company and the Executive,  each intending  legally to be
bound, agree as follows:

      Section  1.  Contract  of  Employment.  Subject to the terms  hereof,  the
Company employs the Executive and the Executive  accepts his employment with the
Company for the Employment  Period (as defined in Section 2 hereof).  During the
Employment Period, the Executive shall serve in and shall occupy the position of
Chief  Executive  Officer of the Company.  In that capacity the Executive  shall
have  responsibility  for those  duties  that are  customary  to such office and
perform,  for and on behalf of the Company, all of the duties of Chief Executive
Officer as shall  reasonably  be  determined  by the Board of  Directors  of the
Company  and the Chief  Executive  Officer  ("CEO") or Chief  Operating  Officer
("COO") of FIND from time to time. In addition,  Executive  shall, to the extent
appropriate,  make reasonable efforts to maintain ongoing relationships with the
Company's key existing and prospective clients. Without limitation of any of the
foregoing,   Executive   also  shall   assume  and  carry  out  such  duties  or
responsibilities  as from  time to time  may be  assigned  or  delegated  to the
Executive  by the Board of  Directors of the Company and the CEO or COO of FIND,
provided  that  such  additional  duties  and   responsibilities  are  fair  and
reasonable under the  circumstances,  do not  unreasonably  increase the demands
upon  the  Executive's  time or  energies,  and are not  inconsistent  with  the
Executive's   position  as  Chief   Executive   Officer.   In   fulfilling   the
responsibilities  of  his  position,  the  Executive  will  observe  all  lawful
policies,  procedures and  directions  that from time to time may be adopted and
communicated by the Company, the Board of Directors of the Company or the CEO or
COO  of  FIND  to the  executive  or  administrative  personnel  of the  Company
generally,  including  through the  provisions of the  personnel  manuals of the
Company  and FIND (to the  extent  applicable  to the  Company),  as both may be
amended  and in effect  from time to time.  In  addition  to his duties as Chief
Executive Officer of the Company, the Executive shall feel free to give Find his
input on Find's  consolidated  in-depth  research and  competitive  intelligence
operations.  In connection  therewith,  the  Executive  shall be a member of the
Find's  Operating  Management  Group (the  "OMG")  whose  function is to propose
initiatives and supplemental strategies needed to move Find to the next level of
growth  and to apply  Find's  overall  policies  and  strategies.  To the extent
permitted by applicable law, FIND acknowledges  that Executive,  in his capacity
as Chief Executive Officer of the Company,  will not be deemed by the Company to
be, as of the  Effective  Date,  an "officer" of FIND as such term is defined in
Rule 16a-1 under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act");  provided,  however,  that Executive shall be solely  responsible for any
ongoing  compliance  obligations he may have under Section 16(a) of the Exchange
Act and the rules and regulations promulgated thereunder.



      Section 2. Employment  Period.  The term of the Executive's  employment by
the Company (the  "Employment  Period") shall commence on the Effective Date and
shall continue  until the earliest to occur of: (i) the third (3rd)  anniversary
of the  Effective  Date;  (ii)  termination  of the  Executive's  employment  in
accordance  with Sections  6(a),  6(b) or 6(c) hereof;  or (iii) the date of the
Executive's death.

      Section  3. Time and  Effort;  Disclosure  and Fair  Dealing.  During  the
Employment  Period,  the Executive  shall devote his entire  business time, best
efforts,  attention,  energies, skill and abilities, during usual business hours
and at such other  times as are  reasonably  required  by his  position as Chief
Executive  Officer,  by the CEO or COO of  FIND,  or by the  Company's  Board of
Directors,  to (a) diligently and faithfully carry out his  responsibilities and
duties hereunder;  (b) use his best efforts to promote the success and expansion
of the Company's  business,  and (c) cooperate fully with the Board of Directors
and the  CEO or COO of FIND in the  advancement  of the  best  interests  of the
Company and FIND.  During the Employment  Period,  the Executive shall carry out
his  responsibilities  and duties at the offices of the Company,  which,  for at
least the first eighteen (18) months of the Employment Period,  shall be located
in Arlington,  Virginia or a location in reasonable proximity thereto; provided,
that  Executive may be required to travel from time to time in  connection  with
his duties  hereunder and the demands of the business of the Company.  Executive
shall not,  without the prior  written  consent of the CEO or COO of FIND (x) do
anything or permit  anything to be done at his direction  inconsistent  with his
duties to the Company or its Affiliates or opposed to their best  interests,  or
(y) become an officer, director,  employee or consultant of, or otherwise become
associated  with or engaged  in, any  business  other than that of the  Company;
provided,  that the CEO or COO of FIND  shall  not  unreasonably  withhold  such
consent  as a result of (y)  above,  so long as such  activity  (i) shall  occur
entirely on Executive's  own time and does not materially  interrupt,  interfere
with, or otherwise  detract from the  Executive's  performance of the duties and
responsibilities  of the  Executive to the  Company,  and (ii) does not benefit,
directly or indirectly, any organization or activity that in any manner competes
or is known to have planned to compete, directly or indirectly, with the Company
or FIND or any of their respective Affiliates. Any consent granted by the CEO or
COO of FIND pursuant to the preceding  sentence may be limited from time to time
or revoked by the CEO or COO of FIND or the Board of  Directors  of the Company,
provided that such  limitation  or revocation  shall be done in good faith based
upon a  reasonable  change in  circumstances.  Nothing  in this  Section 3 shall
prevent the Executive from engaging in additional  activities in connection with
personal investments (including passive real estate and securities  investments)
and community  affairs that are not  inconsistent  with the  Executive's  duties
under this  Agreement.  The Executive  will  promptly  disclose to the Company's
Board of Directors  and the CEO or COO of FIND all  information,  opportunities,
developments and other matters coming to the Executive's  attention that pertain
or are relevant to the  operations of the Company or any of its Affiliates or to
the  conduct  of  their  respective  businesses.  The  Executive  will  promptly
communicate,  fully  cooperate  and deal  fairly and openly  with the  Company's
directors,  other officers or key personnel, and, in general, to the best of his
abilities, the Executive will work to achieve efficient and profitable operation
of the Company's business and the orderly conduct of the Company's affairs.  For
purpose of this  Agreement  "Affiliate"  shall mean (i) as to  Executive  or the
Company,  any party, which directly or indirectly,  whether alone or through one
or more intermediaries,  controls,  is controlled by, or is under common control
with  Executive  or the  Company,  as the case may be, and (ii) as to FIND,  the
subsidiaries and related entities of FIND set forth in its filings with the U.S.
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934.


                                       2


      Section 4. Confidentiality, Non-Competition and Non-Interference.

            (a)  Protection  of  Nonpublic  Information.  The  Executive  hereby
acknowledges  that (a) during the course of the  Executive's  employment  by the
Company  the  Executive  has  obtained  or  will  obtain  knowledge  of and  use
Confidential Information,  as hereinafter defined, (b) public disclosure of such
Confidential  Information  could have an adverse effect on the Company,  FIND or
their  respective  Affiliates  and  their  respective  businesses;  and  (c) the
provisions of this Section are  reasonable and necessary to prevent the improper
use or disclosure of Confidential Information. Both during the Employment Period
and at all times  thereafter,  the Executive (i) shall treat as confidential all
Confidential  Information,  (ii) without the prior written consent of the CEO of
FIND,  shall  not use for  any  personal  purposes,  publish,  reveal,  divulge,
transfer or otherwise disclose,  or directly or indirectly make available to any
party any of such  Confidential  Information  except to such parties that either
(a) are employed by, or (b) have signed a confidentiality agreement with respect
to such Confidential Information with the Company or the Subsidiary, as the case
may be, which owns or has the right to use such  Confidential  Information,  and
such parties have a need for such  information for purposes that are in the best
interest of the Company or the  Subsidiary,  as the case may be, and (iii) shall
not use Confidential Information in any way that is detrimental to the interests
of the Company,  FIND or their  respective  Affiliates.  The term  "Confidential
Information"  shall mean any and all  knowledge  relating  to the  business  and
affairs  of  the  Company,  FIND  or  their  respective  Affiliates,  and  their
respective  trade  secrets,   business  methodologies,   financial  information,
customer and personnel information and data, creditors, shareholders, directors,
contractors,  agents,  consultants,  employees,  terms of  contracts,  and other
confidential  or nonpublic  information  pertaining  to the business  practices,
properties,  services, products, ideas, know-how,  improvements and developments
of the Company,  FIND or their respective  Affiliates,  conceived,  developed or
devised by or for the Company, FIND or their respective  Affiliates,  that is or
is intended by any of them to be of a confidential  nature,  including,  but not
limited to, any and all knowledge relating to products,  research,  development,
inventions,   manufacture,   purchasing,  accounting,  finances,  costs,  profit
margins,   marketing,   merchandising,   selling,   customer   lists,   customer
requirements  and personnel,  pricing,  pricing methods,  computer  programs and
software,  databases and data  processing and any and all other such  knowledge,
information  and  materials,  heretofore  or  hereafter  during the term of this
Agreement, conceived, designed. created, used or developed by or relating to the
Company,   FIND  or  their  respective   Affiliates.   The  term   "Confidential
Information" shall include the  aforementioned  items  notwithstanding  the fact
that such  information may or may not be explicitly  marked as confidential  and
notwithstanding the fact that such information could be independently  developed
by third  parties.  Nothing  contained in this Section 4(a),  however,  shall be
construed as imposing  restraints  upon the  Executive's use of any knowledge or
information which is or becomes made publicly available by the Company,  FIND or
their  respective  Affiliates  or is  otherwise  general  technical  know how or
information that is in the public domain or has been rightfully  obtained by the
Executive  from  persons  other  than  the  Company,  FIND or  their  respective
Affiliates  where such persons are under no obligation of trust or confidence to
the  Company,  FIND or its  Affiliates.  In the  event  that  the  Executive  is
requested or required by subpoena,  civil investigative  demand or other process
to disclose any  Confidential  Information,  the Executive shall promptly notify
the  Company so that the  Company may seek an  appropriate  protective  order or
waive  compliance  with this  Agreement.  If,  failing the entry of a protective
order,  the Executive  is, in the opinion of his counsel,  compelled to disclose
Confidential  Information,  the  Executive  may  disclose  that  portion  of the
Confidential  Information which his counsel advises in writing he is required to
disclose.


                                       3


            (b)  Competitive  Restrictions.  During  the  Employment  Period and
during the two (2) year  period  that begins on  termination  of the  Employment
Period,  the Executive shall not,  whether for his account or for the account of
any other  party other than the  Company,  FIND or their  respective  Affiliates
directly or indirectly  engage or have any financial  interest in, own,  manage,
operate,   finance,  control  or  participate  in  the  ownership,   management,
operation,  financing or control of, be employed by,  associated  with or in any
manner connected with, lend the Executive's name to or any similar name to, lend
the Executive's  credit to or render services or advice to, any  organization or
activity which in any manner competes with the Company, FIND or their respective
Affiliates  with respect to their  respective  businesses.  For purposes of this
Section 4(b),  the term "compete"  shall mean with respect to the Company,  FIND
and their  respective  Affiliates:  (i) with  respect to or in  connection  with
conducting  any business of the Company,  FIND or their  respective  Affiliates,
calling on,  soliciting,  taking  away,  or accepting as a client or customer or
attempting to call on, solicit, take away or accept as a client or customer, any
individual,  person,  partnership,  corporation,  association or other entity or
enterprise  that  was a  client  or  customer  of the  Company,  FIND  or  their
respective  Affiliates during the Employment Period or known by the Executive to
be a customer of the  Company,  FIND or their  respective  Affiliates  during or
after the  Employment  Period  but prior to the  expiration  of the two (2) year
period that begins on termination of the Employment Period; (ii) with respect to
any business reason other than in connection with the businesses of the Company,
FIND and their respective  Affiliates,  calling on, soliciting,  taking away, or
accepting as a client or customer or attempting to call on,  solicit,  take away
or  accept  as a  client  or  customer,  any  individual,  person,  partnership,
corporation,  association  or other  entity or  enterprise  that was a client or
customer  of the  Company,  FIND  or  their  respective  Affiliates  during  the
Employment  Period or known by the  Executive  to be a customer of the  Company,
FIND or their respective  Affiliates  during or after the Employment  Period but
prior to the expiration of the two (2) year period that begins on termination of
the Employment Period; (iii) soliciting, taking away or attempting to solicit or
take away, employ or otherwise engage as an employee,  independent contractor or
otherwise,  any  person  who  is an  employee  of the  Company,  FIND  or  their
respective  Affiliates  or was  an  employee  of  the  Company,  FIND  or  their
respective Affiliates during the Employment Period, on behalf of any individual,
person,  partnership,  corporation,  association  or other entity or  enterprise
conducting a business  which is  substantially  similar to the businesses of the
Company,  FIND or their  respective  Affiliates;  (iv) inducing or attempting to
induce any  employee of the  Company,  FIND or their  respective  Affiliates  to
terminate  employment with the Company; (v) entering into or attempting to enter
into any  business  substantially  similar to or  competing  in any way with the
business  engaged in or in the process of being engaged in by the Company,  FIND
or their respective Affiliates at the time of the termination of the Executive's
employment hereunder. Notwithstanding the foregoing sentence, if FIND has failed
to make  payment  of any  amount  under  Sections  2.3,  2.4,  2.5 or 2.8 of the
Purchase  Agreement  required to be made  pursuant to the terms of the  Purchase
Agreement within sixty (60) days after the applicable Date of Determination  (as
defined in the Purchase  Agreement) or under Section  6(d)(II) of this Agreement
when due, then the  restrictions  contained in clause (v) of the prior  sentence
shall  terminate  and have no  further  force and  effect  and the  restrictions
contained in clauses (i) and (ii) of the prior sentence shall be suspended until
such  payment  in full is made by FIND to the  Executive,  at  which  time  such
restrictions  shall  resume and shall  continue  to be in full force and effect;
provided, however, that the Executive will be entitled to continue servicing all
customers  who have  expressly  engaged  the  Executive  in  writing  to provide
business  services  prior to the  resumption  of the  restrictions  contained in
clauses (i) and (ii) of the prior  sentence,  provided,  further,  that, if such
payment is not made in full  within one  hundred  and fifty (150) days after the
Date of  Determination  (as defined in the Purchase  Agreement) or under Section
6(d)(II)  when due,  the  restrictions  contained  in clauses (i) and (ii) shall
terminate and have no further force or effect.


                                       4


      For purposes of this Section 4(b), the "business" of the Company, FIND and
their respective Affiliates shall mean the (i)  subscription-based  research and
consulting  services,   (ii)  short-answer  or  rapid-turnaround   research  and
consulting   services,   (iii)   in-depth   business   research  or  competitive
intelligence services, (iv) strategic research and consulting,  and (v) business
seminars and conferences  businesses of the Company,  FIND and their  respective
Affiliates as currently conducted, plus any other information knowledge business
that the Company,  FIND or their  respective  Affiliates  enters into during the
Employment  Period  or is in the  process  of  being  engaged  in at the time of
termination  of the  Executive's  employment  hereunder,  plus the  business  of
Find.com,  LLC, a Delaware limited  liability company of which FIND is a limited
partner.  For purposes of this Section 4(b), the words  "directly or indirectly"
as  they  modify  the  word  "compete"  shall  mean  (i)  acting  as  an  agent,
representative,  consultant,  officer, director, manager, independent contractor
or employee of any individual,  person, partnership,  corporation,  association,
limited liability corporation,  limited liability partnership or other entity or
enterprise which competes with the Company, FIND or their respective Affiliates,
or any of their respective businesses,  (ii) participating in any such competing
entity or  enterprise  as an owner,  member,  partner,  limited  partner,  joint
venturer,  creditor or stockholder  (except as a stockholder holding less than a
three percent (3 %) interest in a corporation  whose shares are actively  traded
on a regional or national  securities  exchange  or have been  registered  under
Section 12(g) of the Securities and Exchange Act of 1934, as amended); and (iii)
communicating  to any such competing entity or enterprise the names or addresses
or any other information  concerning any past, present or identified prospective
client or customer.


                                       5


      Notwithstanding the restrictions  contained in this Section 4, the parties
acknowledge  and agree  that so long as the  Executive  is not  employed  by the
Company, the Executive's  solicitation of a current or former customer or client
of the Company,  FIND or their respective  Affiliates (a "Restricted  Customer")
will not, in and of itself,  result in a breach of this  Section 4(b) or Section
4(c) provided that the following conditions are met:

            (i) the  Executive  does not  solicit  any person at the  Restricted
            Customer   with  whom  the   Executive  had  contact  prior  to  the
            termination  of his  employment  with  the  Company  (a  "Restricted
            Contact")  nor any other  person  within such  Restricted  Contact's
            department at the Restricted Customer;

            (ii)  the  Executive's   solicitation  of  the  Restricted  Customer
            pertains to a product or service  that is not  competitive  with the
            business of the Company, FIND or their respective Affiliates;

            (iii) the Executive's  solicitation of a Restricted Customer is not,
            at the time of the  commencement  of such  solicitation,  reasonably
            likely to  negatively  impact the Company's  relationship  with such
            Restricted  Customer,  including its business  with such  Restricted
            Customer; and

            (iv) the  Executive  is  otherwise  in  compliance  with each of the
            covenants and agreements set forth in this Section 4.

            (c)  Non-Interference.  At any time during the Employment  Period or
the  two (2)  year  period  immediately  thereafter,  the  Executive  shall  not
interfere  with  any of the  Company,  FIND's  or their  respective  Affiliates'
relationships  with any party,  including  any party who, at any time during the
Employment Period, was an employee,  contractor,  supplier or customer of any of
the Company,  FIND or their respective  Affiliates.  At any time during or after
the Employment  Period, the Executive shall not make public statements which may
negatively impact any of the Company, FIND or their respective Affiliates or any
of their respective shareholders,  directors, officers, employees or agents with
respect to the customers,  suppliers,  products, personnel or business of any of
the Company,  FIND or their  respective  Affiliates  and, the Company,  FIND and
their respective  Affiliates  shall not make public  statements which negatively
impact Executive,  except to the extent such statements by Executive or Company,
FIND or their  respective  Affiliates  are (i)  required  by law (ii)  made in a
manner  consistent with an individual's  fiduciary duties or (iii) in connection
with  any  arbitration,   mediation,   administrative   action,   or  litigation
(including,  without limitation pleadings,  depositions,  discovery requests and
testimony)  relating  to this  Agreement.  For  purposes of this  Section  4(c),
"interfere"  shall mean acts or  conduct  that is  reasonably  likely to hamper,
hinder  or  disturb  the  relationships  between  the  Company,  FIND  or  their
respective Affiliates and any applicable party; provided, however, that the term
"interfere"  shall not include any act of  solicitation  under Section  4(b)(i),
(ii) or (v) hereof that was  permissible in accordance with the terms of Section
4(b) at the time that such act was committed.


                                       6


            (d) Inventions, etc. Executive will promptly disclose to the Company
and  the  CEO  of  FIND  all  designs,  processes,   inventions,   improvements,
discoveries  and  other  information  related  to the  business  of the  Company
(collectively  "developments") conceived,  developed or acquired by him alone or
with others during the Employment  Period.  All such  developments  shall be the
sole and exclusive property of the Company, and upon request the Executive shall
deliver to the Company all drawings,  models and other data and records relating
to such developments.  In the event any such developments shall be deemed by the
Company or the CEO of FIND to be  patentable  or  copyrightable,  the  Executive
shall,  while  employed,  at the expense of the  Company,  assist the Company in
obtaining any patents or copyrights thereon and execute all documents and do all
other things  necessary or proper to obtain letters patent and copyrights and to
vest the Company with full title thereto.

            (e) Acknowledgments by Executive.  The Executive  acknowledges that:
(a) the services to be performed by him under this  Agreement are for a special,
unique, unusual,  extraordinary and intellectual character;  (b) the business of
the Company,  FIND and their respective Affiliates is national and international
in scope and its products are marketed throughout the United States and in other
countries,  territories  and  possessions;  (c) the  Company  and FIND and their
respective Affiliates compete with other businesses that are or could be located
in any  part of the  United  States  and in  other  countries,  territories  and
possessions;  and (d)  the  provisions  of this  Section  4 are  reasonable  and
necessary to protect the  business of the Company and FIND and their  respective
Affiliates and will not restrict Executive from earning a livelihood.

            (f) Remedies. The Executive hereby acknowledges that a breach by the
Executive of the provisions of this Section 4 cannot reasonably or adequately be
compensated  in  damages  in an action  at law;  and that a breach of any of the
provisions  contained in this  Section 4 will cause the Company,  FIND and their
respective  Affiliates  irreparable  injury and damage.  By reason thereof,  the
Executive hereby agrees that the Company,  FIND and their respective  Affiliates
shall be  entitled,  in  addition  to any other  remedies it may have under this
Agreement or otherwise,  to preliminary,  temporary and permanent injunctive and
other equitable relief to prevent or curtail any actual or threatened  breach of
this Section 4 by the Executive;  provided,  however,  that no  specification in
this Agreement of a specific  legal or equitable  remedy shall be construed as a
waiver or prohibition  against the pursuing of other legal or equitable remedies
in the event of such a breach.  None of the Company,  FIND and their  respective
Affiliates  shall be required to post bond in  connection  with seeking any such
equitable remedies.

      Section 5. Compensation and Benefits.  The Executive and the Company agree
to the following compensation arrangements:

            (a) Salary.  For the services to be rendered by the Executive and in
consideration  of the Executive's  other  undertakings  in this  Agreement,  the
Company  shall pay to the  Executive a salary at the rate of Two  Hundred  Fifty
Thousand Dollars  ($250,000.00) per year during the first year of the Employment
Period and Two Hundred Seventy Five Thousand  ($275,000) per year during each of
the second and third years of the Employment  Period,  which shall be payable in
equal periodic installments according to the Company's normal payroll practices,
but no less frequently than monthly.  The salary of Executive may be (but is not
required to be) increased from time to time in the discretion of the CEO of FIND
based upon such  factors as each of the CEO of FIND and the  Company's  Board of
Directors may consider  relevant.  If the  Employment  Period ends on a day that
precedes the last accounting day of a fiscal or compensation period, any amounts
payable to the Executive  for that period shall be reduced in accordance  with a
fraction of which the numerator shall be the number of days of the period during
which the  Employment  Period  was in effect  and the  denominator  shall be the
number of days comprising the entirety of such fiscal or compensation period.


                                       7


            (b) OMG Bonus  Program.  In  addition  to the  Salary  and  benefits
provided hereunder,  Executive shall be entitled to participate in any OMG bonus
incentive plan pursuant to the terms thereof,  as may be adopted or amended from
time to time.

            (c) Expense Reimbursement. The Company shall reimburse the Executive
for  ordinary,  necessary  and  reasonable  expenses  incurred  by  him  in  the
performance  of the  Executive's  duties  hereunder  substantiated  with  proper
invoices,  receipts,  or other supporting  documentation,  including expenses of
travel,  lodging and sustenance while away from home on business of the Company,
provided that such  expenses are incurred and  accounted for in accordance  with
the reasonable policies and procedures  established by the Board of Directors of
the Company and the CEO of FIND from time to time.  Executive shall file expense
reports  with  respect  to such  expenses.  Except  such  expenses  that will be
reimbursed  by a client or customer  of the  Consolidated  Companies,  Executive
shall not incur  expenses in excess of $3,000 in connection  with (i) a business
trip or (ii) any other  individual  or series of related  personal  expenditures
without the prior written authorization of the CEO of FIND.

            (d) Benefit  Plans.  During the  Employment  Period,  subject to the
eligibility   and  other   conditions   thereof  and  payment  of  any  required
contributions,  the  Executive  and his  immediate  family  shall be entitled to
participate in all employee  pension or welfare  benefit plans and  arrangements
generally  maintained  for  executive  employees  of FIND  (presently  or in the
future,  and subject to  termination or amendment) and in which the Executive is
or may become  eligible  to  participate  (including,  without  limitation,  any
defined benefit pension plan currently maintained by FIND, group life insurance,
accidental death and  dismemberment  plans, and medical plans) or, if during the
Employment  Period the Executive cannot be covered by the Company's medical plan
or such medical plans are terminated or amended, the Company will use reasonable
efforts to provide  Executive  and his family with  coverage  comparable  to the
medical plan of the Company on the date hereof. The Company and FIND retains the
right to terminate, alter, replace or modify benefits under any medical plans or
policies on a non-discriminatory basis from time to time.

            (e) Vacations.  During the Employment Period, the Executive shall be
entitled to four (4) weeks of paid vacation  annually  (subject to prorating for
partial  years),  to be taken at such times as are consistent  with the needs of
the Company and the  convenience  of the  Executive,  plus such other  holidays,
personal  days or  other  days  as may be  determined  in  accordance  with  the
Company's  policies as in effect from time to time. Unused parts of any vacation
and unused  holidays will not be separately  compensable  or otherwise  form the
basis for  additional  compensation  and shall  not be  accumulated  so as to be
available in respect of any subsequent 12-month period.


                                       8


            (f) Stock Options.  Pursuant to the terms of the FIND/SVP, INC. 2003
Stock  Incentive  Plan, or such other stock  incentive plan of FIND as may be in
effect from time to time (the "Plan") the Executive  shall be granted options to
purchase  up to  25,000  shares  of  Common  Stock  per  year at the end of each
calendar  year of the term with such  number of shares  granted  based  upon the
performance  criteria set forth on Schedule 5(f) hereof,  which number of shares
shall be prorated  during any calendar  year in which the Executive was employed
by the  Company  for less than the full year.  The terms and  provisions  of the
options and any other  compensation  paid pursuant to this Section shall be more
fully set forth in stock option agreements and other  appropriate  agreements to
be entered into by the Executive and FIND. The grant thereof shall be subject to
the  terms of the Plan and the  execution  of such  agreements.  If an amount of
shares or options  under the Plan are not  immediately  available  for  issuance
pursuant to the terms  hereof,  such shares and options will be issued  promptly
upon becoming available.

            (g) Tax and Other  Withholdings.  The  amounts  payable  under  this
Section 5 or Section 6(d) hereof are subject to all applicable federal and state
income tax, social security and other governmentally mandated withholdings,  and
any   contributions  the  Executive  may  authorize  to  be  withheld  from  his
compensation.

            (h)  Indemnification.  FIND  shall,  or shall  cause the Company to,
indemnify  Executive if the  Executive is a party to or  threatened to be made a
party to or  otherwise  involved  in any  proceeding  by reason of the fact that
Executive is or was an agent of the Company, including any proceeding based upon
any act or inaction by  Executive  in his  capacity as an agent of the  Company,
against  any and all  expenses,  judgments,  fines and  penalties  actually  and
reasonably  incurred by him in connection with such proceeding,  but only if the
Executive acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best  interests  of the  Company,  and,  with  respect to any
criminal  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.  FIND  shall,  or shall cause the  Company  to,  advance all  expenses
incurred by Executive in connection  with any proceeding to which Executive is a
party or is threatened  to be made a party by reason of the fact that  Executive
is or was an agent of the Company.  Executive  hereby  undertakes  to repay such
amounts  advanced  only if,  and to the  extent  that,  it shall  ultimately  be
determined  that  Executive  is not  entitled to be  indemnified  by FIND or the
Company as authorized by this Agreement. The advances to be made hereunder shall
be paid by FIND or the Company to or on behalf of Executive  within  thirty (30)
days following  delivery of a written request  therefor by Executive to FIND and
the Company.  The provisions for indemnification and advancement of expenses set
forth in this  Section  5(h) shall not be deemed  exclusive  of any other rights
which  Executive may have under any provision of law, the Company's  Certificate
of  Incorporation  or By-Laws,  other  agreements or otherwise,  and Executive's
rights hereunder shall continue after Executive has ceased acting as an agent of
the Company and shall inure to the benefit of Executive's  heirs,  executors and
administrators.


                                       9


      Section 6. Termination of Employment.

            (a) For Cause. The Company may terminate the Executive's  employment
and  all  of  the  Company's   obligations  hereunder  (unless  such  provisions
explicitly  survive  termination) at any time for Cause, as defined below.  Such
termination  shall be evidenced by written  notice  delivered to the  Executive,
unequivocally  stating the  Company's  decision  to  terminate  the  Executive's
employment  under this Section 6(a) and  specifying  the facts forming the basis
for the Cause for such  termination.  Such termination shall be effective on the
date stated in such notice;  provided,  that in no event shall such  termination
date be more than sixty  (60) days after the date that the notice is  delivered.
For purposes  hereof,  the term "Cause" shall mean one or more of the following:
(i) the court  appointment  of a conservator  or like official for the person or
property of the Executive;  (ii) the Executive's  conviction of, or the entering
of a  guilty  plea or plea of no  contest  with  respect  to,  a crime  of moral
turpitude or a felony;  (iii) the issuance of a court order,  judgment or decree
enjoining or having the effect of preventing the Executive  from  performing his
duties  under this  Agreement;  (iv) the  Executive's  failure to  substantially
perform his duties hereunder under the direction of the CEO of FIND or to adhere
to any written Company policy  generally  applied (or FIND policy  applicable to
the Company and generally  applied) if the Executive has been given a reasonable
opportunity  to comply  with such duties or policy or cure his failure to comply
(which reasonable opportunity must be granted by notice no less than thirty (30)
days preceding termination of this Agreement,  if reasonably curable during such
period, or if not reasonably curable in such period, the Executive  commences to
cure such breach within such period and diligently  proceeds to cure such breach
no later than forty  (40) days  after the giving of notice,  except  that if two
such prior notices have been received by Executive for substantively the same or
related  matter,  no  further  notice  or cure or  compliance  period  shall  be
required); (v) because of his physical or mental illness, injury,  disability or
incapacity,  the Executive does not fulfill his duties  hereunder on a full-time
basis for either  seventy-five (75) consecutive days or one hundred twenty (120)
days in any period of eighteen (18) months;  (vi) the Executive's  commission of
an act of fraud,  deception or  dishonesty  when acting for the Company or under
other  circumstances,  and such act harms or may  reasonably be expected to harm
the Company or any of its Affiliates or their respective businesses,  including,
without  limitation,  (A) the  appropriation  (or attempted  appropriation) of a
material business opportunity of the Company,  including attempting to secure or
securing any personal profit in connection with any transaction  entered into on
behalf   of  the   Company   and  (B)   the   misappropriation   (or   attempted
misappropriation)  of  any  of  the  Company's  funds  or  property;  (vii)  the
Executive's gross negligence or willful misconduct in connection with his duties
hereunder; or (viii) the Executive's breach of any of the covenants contained in
Section 4 hereof.

            (b) For Good Reason.  The  Executive  shall be entitled to terminate
Executive's  employment  and  all  of  his  obligations  hereunder  (except  the
obligations set forth in (i) Section 4 unless  otherwise  permitted  pursuant to
Section 4(g) hereof and (ii) Sections 6(d) and 6(e)) for Good Reason, as defined
below,  and as of the  expiration of a period of thirty (30) days  following the
Executive's  delivery  of a written  notice  to the  Company  setting  forth his
election to terminate the  Executive's  employment  hereunder and specifying the
facts forming the basis for the Executive's exercise of his right of termination
pursuant to this Section.  For purposes of this  Agreement,  "Good Reason" shall
mean  (i)  any  act or  omission  on the  part of the  Company  , Find or  their
respective  Affiliates  which  constitutes a material  breach of this Agreement,
unless the Company , Find or their respective Affiliates, as applicable, ceases,
corrects and cures all adverse effects of such breach within the thirty (30) day
notice period  specified in this  Section,  if  reasonably  curable  during such
period,  or if not reasonably  curable in such period,  the Company commences to
cure such breach within such period and diligently  proceeds to cure such breach
no later than forty  (40) days  after the  giving of notice,  (ii) the  material
diminution of Executive's position, duties, responsibilities and status with the
Company,  or (iii) a relocation of the Executive's offices to more than a twenty
(20) mile radius outside of Arlington, Virginia.


                                       10


            (c) Other than for Cause.  Subject to Executive's rights pursuant to
Section 6(d) hereof,  the Company shall be entitled to terminate  this Agreement
for any or no reason.

            (d) Compensation and Benefits Following Termination.

            (I) If the Executive's  employment with the Company is terminated by
the Company upon the death of Executive,  for Cause in  accordance  with Section
6(a) hereof or by the Executive  for other than Good Reason in  accordance  with
Section 6(b) hereof,  the Company shall pay the Executive,  without deduction or
set off except for tax,  social  security or other  mandated  withholdings,  the
amounts set forth in subsections (A) and (B) below:

            (A)   On or before the  executive's  payroll date next following the
                  day  on  which  such   termination   becomes   effective  (the
                  "Termination Date"), an amount equal to that proportion of the
                  Executive's  salary, at the rate then in effect,  determinable
                  under Section 5(a) hereof, and

            (B)   With reasonable  promptness  following the  Termination  Date,
                  reimbursement for all expenses subject to reimbursement  under
                  Section 5(c) hereof.

            (II) If the  Executive's  employment  with the Company is terminated
(a) by the  Company  other  than for Cause  (except  as a result of the death of
Executive),  or (b) by the  Executive  for  Good  Reason,  the  Executive  shall
continue to be provided  his Base Salary and the  benefits  specified in Section
5(d) for a period that is the greater of one year and the time  remaining in the
Employment  Period;  provided,  however,  that if the Company discovers that the
Executive has violated any part of Section 4 hereof,  the Executive shall not be
entitled to such payments.

            (III) After  termination of the Employment Period and any additional
period  for which he is being paid or due salary  pursuant  to Section  6(d)(II)
hereof,  Executive  shall be entitled,  at his own cost, to continue any medical
benefits  provided to him during the Employment  Period to the extent  permitted
under the policies and plans of the Company.

            (IV)  Executive  agrees that no  payments  or benefits  shall be due
Executive  after the  Employment  Period under this Section 6 or otherwise  with
respect to this agreement or Executive's  employment with the Company until such
time as Executive executes before a notary the Release annexed hereto as Exhibit
6(d)(IV) hereto and delivers an original counterpart thereof to the CEO of FIND.

            (e)  Use  and  Return  of  Materials.  At  the  termination  of  the
Employment  Period,  irrespective  of the  reasons  for  such  termination,  the
Executive  shall  return  to the CEO of FIND the  originals  and all  copies  of
correspondence,  memoranda,  papers, files, records and other materials that may
at any time have come into his possession and relate to the business and affairs
of the Company or any of its Affiliates.


                                       11


      Section 7. Costs of Enforcement.  In the event that either party brings an
action to enforce  such  party's  rights  under this  Agreement,  including  any
provision of Section 4 hereof, any party or parties prevailing in such action by
judgment  or order of a court of  competent  jurisdiction  shall be  entitled to
recover  from  the  party or  parties  against  whom  the  order is given or the
judgment  is entered all costs and  expenses,  including  reasonable  attorneys'
fees,  incurred by the prevailing  party or parties with respect to such action,
such award of costs and expenses to be determined by the Court.

      Section 8. Reasonableness of Restrictions: Severability. The Executive has
carefully read and  considered  the  provisions of Section 4 hereof,  and agrees
that the  restrictions  set forth in such  Section  are fair and are  reasonably
required for the protection of the legitimate  interests of the Company.  In the
event that, notwithstanding the foregoing, any section of this Agreement, or any
other part  hereof,  shall be held by a court of  competent  jurisdiction  to be
invalid or  unenforceable,  the  remaining  provisions  thereof and hereof shall
nevertheless  continue  to be valid and  enforceable  as though  the  invalid or
unenforceable  parts  had  not  been  included  therein.  Without  limiting  the
foregoing,  in the event that any provision of Section 4 hereof  relating to the
time  period or the areas of  restriction  (or both) shall be held by a court of
competent  jurisdiction  to exceed the  maximum  time  period or area such court
deems  reasonable and  enforceable,  the time period or areas of restriction (or
both) deemed reasonable and enforceable by the court shall become and thereafter
be the maximum  time period or areas of  restriction  (or both).  The periods of
time  applicable  to any covenant in Section 4 shall be extended by the duration
of any violation by the Executive of such covenant.  The Executive shall,  while
the covenants under Section 4 are in effect, give notice to the Company,  within
ten  days  after  accepting  any  other  employment,  of  the  identity  of  the
Executive's employer. The Company may notify such employer that the Executive is
bound by this  Agreement and, at the Company's  election,  furnish such employer
with a copy of the relevant portions of this Agreement.

      Section 9. Successors and Assigns.  This Agreement shall bind and inure to
the benefit of the  successors  and  assigns of the Company and the  Executive's
heirs and legal  representatives.  This  Agreement and the rights,  interest and
benefits  of the  Executive  shall not,  however,  be subject  to  voluntary  or
involuntary assignment,  transfer, or hypothecation,  directly or indirectly, by
the Executive or his heirs and legal  representatives  without the prior written
consent of the Board of Directors of the Company.

      Section 10.  Modification and Waiver.  No modification or waiver of any of
the provisions of this Agreement, and no extension or renewal of or substitution
for this  Agreement  shall be binding upon either of the parties  hereto  unless
made in writing and signed by the  Executive and signed on behalf of the Company
by its duly authorized officer.

      Section 11. Entire Agreement. This Agreement and the applicable provisions
of the Purchase  Agreement  constitute the entire agreement  between the parties
hereto with respect to the employment of the Executive and supersede any and all
prior agreements, whether oral or written, concerning such employment.

      Section 12.  Notices.  All notices  and other  communications  provided in
connection  with  this  Agreement  shall  be in  writing  and  shall  be  deemed
effectively  given in all respects (a) when received,  if manually  delivered or
delivered by  overnight  mail  courier;  or (b) at the time of  transmission  if
transmitted by facsimile (with confirmed  receipt) and confirmed in written hard
copy actually delivered prior to the end of the third business day thereafter.


                                       12


Notice to the Company shall be addressed to:

            FIND/SVP, INC.
            625 Avenue of the Americas
            New York, New York 10011
            Fax: (212) 255-7632
            Attention:  Chief Executive Officer
With copies to:

            Kane Kessler, P.C.
            1350 Avenue of the Americas
            26th Floor
            New York, New York   10019
            Attn:  Robert L. Lawrence, Esq.
            Fax:   (212) 245-3009

or at such other address or to the attention of such other person as the Company
may designate by written notice to the Executive.

Notices to the Executive shall be addressed to:
           Charles Douglas House
           6621 North 24th Street
           Arlington, VA 22205

With a copy to:

            Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
            11921 Rockville Pike
            Rockville, MD 20850
            Attention: Donald Rogers
                       Scott Museles
            Fax: (301) 230-2891

      Section 13. Choice of Law; Jurisdiction and Venue. This Agreement shall be
governed by and construed in  accordance  with the laws of the State of New York
without reference to the choice of law principles  thereof.  The parties further
agree (a) that this Agreement shall be subject to the exclusive  jurisdiction of
the  courts of New York  County,  New York;  (b) that any  breach of any term or
condition  of this  Agreement  shall be deemed to be a breach  occurring  in the
State of New York by  virtue of a  failure  to  perform  an act  required  to be
performed in the State of New York and irrevocably and expressly agree to submit
to the  jurisdiction  of the courts of the State of New York for the  purpose of
resolving  any  disputes  among the parties  relating to this  Agreement  or the
transactions  contemplated  hereby; and (c) to irrevocably waive, to the fullest
extent  permitted by law, any objection  which they may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this  Agreement,  or any  judgment  entered  by any court in  respect  hereof
brought in New York County,  New York, and further  irrevocably  waive any claim
that any suit,  action or  proceeding  brought in New York County,  New York has
been brought in an inconvenient forum.


                                       13


      Section 14.  Counterparts;  Facsimile  Transmission  This Agreement may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original copy of this  Agreement  and of which,  when taken  together,  shall be
deemed  to  constitute  one and the  same  agreement.  Delivery  of an  executed
counterpart  of a  signature  page to  this  Agreement  by  facsimile  shall  be
effective  as delivery of a manually  executed  counterpart  of this  Agreement,
provided,  however, that in each instance an original executed counterpart shall
be promptly delivered to the other party by hand or overnight courier.

      Section 15. Survival. The provisions of Sections 4, 6(d), 6(e) and 7 shall
survive the termination of this Agreement.

      Section 16.  Participation of Parties. The parties hereto acknowledge that
this Agreement and all matters  contemplated  herein, have been negotiated among
all parties hereto and their  respective legal counsel and that all such parties
have  participated  in the drafting and  preparation  of this Agreement from the
commencement of negotiations at all times through the execution hereof.


                                       14


      IN WITNESS WHEREOF,  the Company and the Executive have duly executed this
Agreement on or as of the Effective Date.

                                 COMPANY:

                                 SIGNIA PARTNERS INCORPORATED


                                 By:/s/ Peter Stone
                                        ---------------------
                                        Name:  Peter Stone
                                        Title: Vice President


                                 EXECUTIVE:


                                 /s/ Charles Douglas House
                                 ----------------------------
                                 CHARLES DOUGLAS HOUSE

ACCEPTED AND AGREED TO
WITH RESPECT TO THE SPECIFIC
PROVISIONS OF SECTIONS
5(d) and 5(f):

FIND/SVP, INC.

By: /s/   Peter Stone
    ------------------------------
    Name: Peter Stone
    Title: Chief Financial Officer

EX-10.7

                              FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered
into as of April 1, 2005, by and between  GUIDELINE  RESEARCH  CORP., a New York
corporation  (the  "Company")  and a subsidiary  of  FIND/SVP,  INC., a New York
corporation ("FIND"), and ROBERT LA TERRA (the "Executive").

      WHEREAS,  the  Company  and the  Executive  are  parties to an  Employment
Agreement entered into as of April 1, 2003 (the "Employment Agreement"); and

      WHEREAS,  the  Company,  the  Executive  and FIND now  desire to amend and
modify certain terms and provisions of the Employment Agreement.

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties agree as follows:

      1. Any  capitalized  term used, but not defined,  in this Amendment  shall
have  the  meaning  given  thereto  in the  Employment  Agreement.  All  section
references herein refer to the applicable section of the Employment Agreement.

      2.  Section 2 is hereby  amended by deleting  such Section in its entirety
and replacing it with the following new Section 2:

            "Section  2.  Employment   Period.   The  term  of  the  Executive's
      employment by the Company (the  "Employment  Period") shall continue until
      the  earliest to occur of (i) March 31, 2006 (the  "Scheduled  Termination
      Date"), (ii) termination of the Executive's  employment in accordance with
      Sections  6(a),  (b) or (c)  hereof or (iii)  the date of the  Executive's
      death.  Subject to earlier  termination of this Agreement  pursuant to the
      foregoing  clauses (ii) and (iii), the Employment Period shall be extended
      automatically  for  successive  one-year  terms  (each  such term being an
      "Extension")  unless either the Company or the  Executive  gives the other
      party  written  notice at least  sixty  (60) days  prior to the  Scheduled
      Termination Date or the end of the previous Extension,  as applicable,  of
      such  party's   desire  to  terminate  this  Agreement  on  the  Scheduled
      Termination Date or the applicable Extension, in which case this Agreement
      will terminate on the Scheduled  Termination Date or the date on which the
      applicable Extension terminates."

      3. Section 3 is hereby amended by (a) adding the following sentence at the
end thereof: "Notwithstanding anything in this Agreement to the contrary, unless
reasonable  business  demands  or  reasonable  travel  requirements  necessitate
otherwise  as  reasonably  determined  by David  Walke and  conveyed  as such to
Executive,  Executive  shall  carry  out  his  duties  and  responsibilities  as
President of the Company at the  Company's  offices at 3 West 35th  Street,  New
York,  New York,  but shall be  permitted  to work from his home each Monday per
week,  it being  the  intention  of the  parties  that,  in no event  shall  the
Executive be deprived of working at home less than 47 business  days per annum,"
and (b)  deleting,  in each place it occurs in Section 3, the phrase "the CEO of
FIND" and by replacing it in each such instance with the phrase "the CEO of FIND
and a mutually agreed upon officer of FIND or one of its subsidiaries.



      4. Section 5(a) is hereby  amended by (a) deleting the phrase "One Hundred
Fifty  Thousand  Dollars  ($150,000.00)"  and  replacing it with the phrase "Two
Hundred  Fifty  Thousand  Dollars  ($250,000.00)"  and (b) adding the  following
sentence at the end of such Section 5(a):

            "On the first day of each Extension,  if any, the Executive's salary
            shall  increase  by four  percent  (4%) from the  Executives  salary
            during the previous Employment Period or Extension,  as the case may
            be, for the part of the Employment Period beginning the first day of
            such Extension and ending the date that is the one-year  anniversary
            of the  first  day of such  Extension  (each  such  period  being an
            "Extension Period").

      5.  Section  5(e) is hereby  amended  by  deleting  the  dollar  figure of
"$37,500" and replacing it with "$25,000".

      6. Section 5 is hereby amended by adding the following new paragraph (i):

            "(i) Annual Cash Bonus.  In addition to the other  compensation  set
            forth in this Section 5, the Executive shall, for each complete year
            during the Employment  Period  (including each Extension  Period, if
            any),  be entitled to an annual  payment in cash (the  "Annual  Cash
            Bonus") equal to the amount calculated as set forth on Schedule 5(i)
            to this Agreement."

      7. Section  6(d)(III) is hereby amended by deleting it in its entirety and
replacing it with the following:

            "Notwithstanding  anything to the contrary contained in Section 5(d)
            above or elsewhere in this Agreement, beginning on April 1, 2005, as
            an  irrevocable  sign on bonus,  the  Executive,  his spouse and his
            children  shall be  covered  under  FIND's  medical  plan,  with all
            premiums  payable  by the  Company  or  FIND  (except  as  otherwise
            provided  below),  with benefits  comparable to the benefits he, his
            spouse and his children  have under their  existing  family  medical
            plan on the date hereof.  The Executive shall be covered under,  and
            the Company or FIND shall pay the  premiums  with respect to (except
            as otherwise provided below), such medical plan until the earlier of
            (i) his death or (ii) his  coverage  in  Medicare  or any  successor
            government-sponsored eldercare benefit (as such benefit is modified,
            amended or supplemented from time to time)  ("Medicare"),  in either
            case  regardless of whether the Executive is employed by the Company
            during such period.  The Executive's  spouse shall be covered under,
            and the  Company  or FIND  shall pay the  premiums  with  respect to
            (except as otherwise  provided  below),  such medical plan until the
            earlier of (i) her death or (ii) her coverage in Medicare, in either
            case  regardless of whether the Executive is employed by the Company
            or has died during such  period.  Each of the  Executive's  children
            shall be covered under,  and the Company shall pay the premiums with
            respect to (except as otherwise  provided below),  such medical plan
            until such child has reached such  medical  plan's age limit for the
            coverage of dependent children (which is currently 25 years of age),
            regardless  of whether the  Executive  is employed by the Company or
            has died during such period. The Executive, on behalf of himself and
            his wife,  hereby  agrees that the  Executive  and his wife will use
            commercially  reasonable  efforts to obtain  coverage in Medicare as
            soon  as the  Executive  or his  wife is  eligible  to  obtain  such
            coverage.  Notwithstanding  anything  to  the  contrary  above,  the
            aggregate  annual  amount of all premiums  payable by the Company or
            FIND hereunder shall be limited to $25,000. The cost of the premiums
            for the aforementioned  coverage shall be calculated and be the same
            as premiums for similar  coverage  for other full time  employees of
            the  Company  or FIND,  and the  Executive,  or his  wife,  shall be
            required to reimburse  the Company or FIND,  as the case may be, for
            yearly   premiums   above   $25,000  upon  such   notification   and
            documentation from the Company or FIND.  Notwithstanding anything to
            the  contrary  above,  but  subject to the annual  cost  limitations
            above,  in the event that FIND  cannot  provide the  coverage  above
            under its medical plan for any reason whatsoever,  the Executive and
            his spouse and children,  as the case may be, shall be provided with
            coverage comparable to FIND's medical plan on the date hereof."


                                       2


      8. The  Employment  Agreement  is hereby  amended by adding a new Schedule
5(i), the text of which is set forth on Exhibit A hereto.

      9. Except as expressly amended by this Amendment, the Employment Agreement
shall remain in full force and effect.

      10. This Amendment  shall be governed by, and construed in accordance with
the laws of the state of New York  applicable to contracts  executed,  and to be
fully performed, in such state.

      11. This Amendment may be executed in any number of  counterparts  and via
facsimile,  but all such counterparts will together  constitute one and the same
agreement.

      12. This  Amendment  shall be effective as of the date first above written
which is April 1, 2005.

            [The remainder of this page is left intentionally blank]


                                       3


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

COMPANY:                                   EXECUTIVE:

GUIDELINE RESEARCH CORP.

By: /s/ David Walke                        /s/ Robert La Terra
- -------------------                        -------------------
    Name:  David Walke                     Robert La Terra
    Title: Vice President

ACCEPTED  AND  AGREED TO WITH  RESPECT TO THE
SPECIFIC  PROVISIONS OF SECTIONS  5(d),  (e),
AND  (g)  AND  6(d)(III)  OF  THE  EMPLOYMENT
AGREEMENT AS AMENDED BY THIS AMDENDMENT:

FIND/SVP, INC.


By:/s/ David Walke
   ------------------------------
   Name: David Walke
   Title: Chief Executive Officer


                                       4

EX-99.1

Investor Contact:                   Press Contact:
Stacey Fisher                       Lorne Fisher
954-924-3427                        954-258-1786
sfisher@fish-consulting.com         lfisher@fish-consulting.com


                       FIND/SVP COMPLETES ACQUISITIONS OF
                      ATLANTIC RESEARCH AND SIGNIA PARTNERS

NEW YORK, April 4, 2005 - FIND/SVP, Inc. (OTCBB:FSVP), a leading provider of
business advisory, research and consulting services, announced today the closing
of two previously announced acquisitions. Atlantic Research & Consulting, Inc.,
a rapidly growing quantitative and qualitative custom market research firm, and
Signia Partners, Inc., a leading provider of in-depth business research and
fact-based decision support.

On a combined basis, Atlantic Research & Consulting and Signia Partners achieved
2004 revenues of $10.2 million, and excellent operating and EBITDA margins. They
are anticipated to add approximately $.03 per share to FIND/SVP's 2005 operating
results.

Combined terms of the two transactions include an initial total payment of $7
million in cash and $800,000 in common stock, plus a three-year contingent
earn-out payment. Bank of America issued a commitment to provide $9.0 million of
senior debt financing for the transactions. Jefferies & Co. assisted in the
securing of the bank financing.

These acquisitions will increase FIND/SVP's product and service offerings for
its clients with an expanded market research capability, as well as additional
vertical and functional breadth and depth in its Strategic Consulting and
Research practice. These acquisitions further demonstrate FIND/SVP's commitment
to providing a single-source, end-to-end solution for its clients' business
research needs.

Boston-based Atlantic Research will be immediately integrated into FIND/SVP's
custom market research division, a strong performer over the past eight
quarters. Established in 1985 by Peter Hooper, Ph.D., Atlantic focuses primarily
on the financial services, management consulting, healthcare and public sectors.
The Company achieved revenues in 2004 of $5.8 million. Hooper will serve as a
member of FIND/SVP's Operating Management Group and lead the Company's market
research division.

Signia Partners, headquartered just outside of Washington, D.C., focuses on the
financial services, healthcare and consumer sectors. The Company achieved
revenues of $4.4 million in 2004. FIND/SVP'S Strategic Consulting and Research
practice will be quickly integrated into Signia and be lead by current CEO
Douglas House, who will also serve as a member of FIND/SVP's Operating
Management Group.

                                   -- more --


FIND/SVP's Chief Executive Officer David Walke commented, "We are pleased to
announce the expedient closings of these two acquisitions and look forward to
integrating and realizing immediate synergies. The strong enhancements to our
management team over the past two years are further complimented by the
additions of Peter and Doug. We feel these two acquisitions bring us one step
closer to becoming the nation's leading knowledge services company."

About FIND/SVP
FIND/SVP, Inc. (OTCBB: FSVP) is a knowledge services company that leverages the
expertise and resources of its professional research teams to help its member
clients protect and further their business interests. FIND/SVP helps executives
enhance their business performance, profit from opportunities and address
critical issues through targeted research and advisory work, providing its
nearly 2,000 member clients with a competitive business advantage. Founded in
1969, FIND/SVP is the second largest member of the global SVP Group, which
serves more than 75,000 executives in 11,000 companies worldwide. FIND/SVP is
located at 625 Avenue of the Americas, New York, N.Y. 10011. More information is
available by calling 212-645-4500 or visiting FIND/SVP's website at
http://www.findsvp.com.
                                    # # #

Forward-Looking Statements
The discussion of forward-looking information requires management of the Company
to make certain estimates and assumptions regarding the Company's strategic
direction and the effect of such plans on the Company's financial results. The
Company's actual results and the implementation of its plans and operations may
differ materially from forward-looking statements made by the Company. The
Company encourages readers of forward-looking information concerning the Company
to refer to its prior filings with the Securities and Exchange Commission that
set forth-certain risks and uncertainties that may have an impact on future
results and direction of the Company. The Company does not report on its
progress during a quarter until after the quarter has been completed and
appropriately disclosed its results.