EXHIBIT 10.18

                              AMENDED AND RESTATED
                           SENIOR GRID PROMISSORY NOTE

                                                              New York, New York
$1,000,000.00                                                 April 1, 2003

      For value received, the undersigned unconditionally (and if more than one,
jointly  and  severally)  promises  to pay to the order of  JPMORGAN  CHASE BANK
("CHASE"),  at its office located at 1166 Avenue of the Americas,  New York, New
York 10036,  or to such other address as Chase may notify the  undersigned,  the
sum of One  Million and no/100  Dollars  ($1,000,000)  or such unpaid  principal
amount of each loan made to the undersigned by Chase and outstanding  under this
Note,  on the earlier of (i) demand,  (ii) the maturity  date(s) as shown on the
attached  schedule or any  continuation of the schedule,  or (iii) June 30, 2003
(the "MATURITY DATE").

      PROVIDED,  HOWEVER,  at no time shall the sum of (a) the principal  amount
outstanding  hereunder,  plus (b) the aggregate stated amount of all outstanding
letters of credit issued by Chase for the account of the  undersigned,  plus (c)
the principal amount  outstanding under the Amended and Restated Term Promissory
Note, dated April 1, 2003 (as amended,  supplemented or otherwise  modified from
time to time, the "TERM NOTE"),  issued by the undersigned to the order of Chase
in the original principal amount of $1,500,000.00,  exceed the "Borrowing Base."
The "BORROWING BASE" means 80% of the aggregate amount of all Eligible  Accounts
as calculated by Chase from time to time; PROVIDED,  HOWEVER, that Chase, in its
sole discretion, may on notice to the undersigned redetermine the Borrowing Base
including,  but not limited to,  altering the  percentage  of Eligible  Accounts
includable  in the  Borrowing  Base.  To the  extent  that  the  sum of (i)  the
principal amount outstanding hereunder, plus (ii) the aggregate stated amount of
all  outstanding  letters  of  credit  issued by Chase  for the  account  of the
undersigned,  plus (iii) the principal amount  outstanding  under the Term Note,
exceeds the Borrowing Base at any time, such excess shall be immediately due and
payable by the  undersigned  to Chase without demand by Chase.  The  undersigned
agrees to pay interest on the unpaid balance of such excess amounts at the Prime
Rate, as set forth in the INTEREST section below,  plus two and one-half percent
(2.50%) per annum.  Without  limitation of the foregoing,  in no event shall the
principal amount  outstanding  under this Note at any time exceed the sum of (1)
$1,000,000 minus (2) the aggregate  stated amount of all outstanding  letters of
credit issued by Chase for the account of the undersigned.

      This Note includes any Schedule or Rider attached hereto.

      This Note amends and restates in its  entirety the Senior Grid  Promissory
Note,  dated June 18, 2002,  issued by the  undersigned to the order of Chase in
the principal amount of $1,000,000.

      1. DEFINITIONS. As used in this Note:

      "BANKING DAY" means any day on which  commercial  banks are not authorized
or required to close in New York and  whenever  such day relates to an Euro Rate
loan or notice with  respect

<PAGE>
                                                                               2


to any Euro Rate loan, a day on which dealings in U.S.  dollar deposits are also
carried out in the London interbank market.

      "CONSOLIDATED CURRENT ASSETS" means, in respect of the undersigned, all of
its current  assets and the  current  assets of its  Subsidiaries  (if any) on a
consolidated  basis which  should,  in  accordance  with GAAP,  be classified as
current assets.

      "CONSOLIDATED  CURRENT  LIABILITIES" means, in respect of the undersigned,
all of its current  liabilities and the current  liabilities of its Subsidiaries
(if any) on a  consolidated  basis which  should,  in  accordance  with GAAP, be
classified as current liabilities.

      "CONSOLIDATED  TANGIBLE  NET WORTH"  means,  in  respect of a Person,  the
consolidated stockholders' equity in such Person and its Subsidiaries determined
in  accordance  with GAAP,  except that there shall be  deducted  therefrom  all
intangible  assets (other than  leasehold  improvements)  of such Person and its
Subsidiaries, such as organization costs, unamortized debt discount and expense,
goodwill, patents, trademarks,  copyrights, contractual franchises, and research
and development expenses.

      "DEBT" of any Person means (i) all obligations of such Person for borrowed
money (including in the case of the undersigned the aggregate outstanding amount
of loans hereunder) or the deferred purchase price of property or services, (ii)
all obligations of such Person evidenced by bonds, notes, debentures,  drafts or
similar instruments or securities,  (iii) indebtedness for borrowed money or the
deferred  purchase price of property or services accrued by any lien existing on
property owned or acquired by such Person,  whether or not the liability secured
thereby shall have been incurred or assumed by such Person, (iv) all capitalized
lease  obligations  of such  Person,  (v) the  undrawn  amount of all letters of
credit issued for the account of such Person,  and (vi) all guaranties and other
contingent  obligations of such Person in respect of obligations and liabilities
of others referred to in clauses (i)-(v) above.

      "ELIGIBLE  ACCOUNT" means an account of the  undersigned  (i) which is due
and  payable  in full  within 90 days,  (ii) for which the  account  debtor is a
resident  of the United  States,  (iii) in which  Chase  holds a first  priority
perfected security interest, and which is not subject to any assignment,  claim,
lien, or security interest,  except in favor of Chase, (iv) which is a valid and
legally enforceable  obligation of the account debtor, and (v) in which Chase in
its  discretion  has not deemed the  account or account  debtor  unsatisfactory;
PROVIDED,  HOWEVER,  that if 50% or more of any  account  does  not  meet  these
specifications,  the entire  amount of such account  shall not be included as an
Eligible Account.

      "EURO RATE"  means,  for any Fixed Rate loan based upon the LIBOR Rate for
any Interest Period therefor,  a rate per annum (rounded upwards,  if necessary,
to the nearest 1/16 of 1%) to be equal to the quotient of (i) the LIBOR Rate for
such loan for such  Interest  Period,  divided  by (ii) one  minus  the  Reserve
Requirement for such loan for such Interest Period plus two and one-half percent
(2.5%).

      "FISCAL QUARTER" means the  undersigned's  fiscal quarter  consisting of a
three-month period,  ending on each March 31, June 30, September 30 and December
31.

<PAGE>
                                                                               3


      "FISCAL YEAr" means the  undersigned's  fiscal year consisting of a twelve
month period ending on each December 31.

      "GAAP" means generally accepted accounting principles in the United States
of  America  as in effect  on the date  hereof  and from time to time  hereafter
consistently applied.

      "GUARANTORS"  means  Guideline  Research  Corp.,  a New York  corporation,
Tabline Data Services, Inc., a New York corporation, Guideline/Chicago, Inc., an
Illinois  corporation,  Advanced  Analytics,  Inc., a New York corporation,  and
Guideline Consulting Corp., a New York corporation.

      "INTEREST  PERIOD"  means with  respect to Euro Rate loans,  the period as
Chase may offer and as the Borrower may select,  commencing on the Loan Date and
ending on the  numerically  corresponding  day in the first,  second,  third, or
sixth calendar month  thereafter,  PROVIDED that each such Interest Period which
commences on the last  Banking Day of a calendar  month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Banking Day of the  appropriate  calendar month. In
no event  shall an  Interest  Period  have a duration  of less than one month or
exceed the Maturity Date.  "INTEREST  PERIOD" means with respect to Money Market
Rate loans,  for any single  borrowing,  the period for which such  borrowing is
offered.

      "LIBOR RATE" means the rate per annum (rounded upwards,  if necessary,  to
the nearest  1/16 of 1%) quoted by the London  office of Chase at  approximately
11:00 a.m.  London time (or as soon  thereafter  as  practicable)  on the Second
Banking Day prior to the  commencement of an Interest Period for the offering by
Chase to leading  banks in the London  interbank  market of United States dollar
deposits  having a term  comparable  to such  Interest  Period  and in an amount
comparable to the principal amount of the loan under this Note.

      "LOAN DATE" means the date on which a loan under this Note is made.

      "MONEY  MARKET  RATE"  means if offered,  a rate of  interest  per year as
offered  by Chase  from time to time on any single  commercial  borrowing  for a
period of up to ninety (90) days.  The Money  Market Rate of interest  available
for any subsequent  borrowings may differ since Money Market Rates may fluctuate
on a daily basis.

      "PERSON"  means an  individual,  a  corporation,  a company,  a  voluntary
association,   a  partnership,   a  limited  liability   company,  a  trust,  an
unincorporated  organization or a government or any agency,  instrumentality  or
political subdivision thereof.

      "PURCHASE AGREEMENT" means the Stock Purchase Agreement, dated as of April
1, 2003,  by and among Jay L.  Friedland,  Robert La Terra,  Guideline  Research
Corp. and the undersigned, as the same may be amended, supplemented or otherwise
modified in accordance with its terms.

      "REGULATION D" means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

<PAGE>
                                                                               4


      "REGULATORY  CHANGE"  means any  change  after  the date  hereof in United
States federal, state or foreign laws or regulations (including Regulation D) or
the adoption or making  after such date of any  interpretations,  directives  or
requests  applying  to a class of banks  including  Chase of or under any United
States federal or state,  or any foreign,  laws or  regulations  (whether or not
having  the force of law) by any court or  governmental  or  monetary  authority
charged with the interpretation or administration thereof.

      "RESERVE  REQUIREMENT"  means,  for any Euro  Rate  loan for any  Interest
Period  therefor,  the average  maximum rate at which  reserves  (including  any
marginal,  supplemental  or emergency  reserves)  are required to be  maintained
during such  Interest  Period under  Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding  $5,000,000,000  against
"Eurocurrency  liabilities"  (as such  term is used in  Regulation  D).  Without
limiting the effect of the foregoing,  the Reserve Requirement shall reflect any
other  reserves  required to be maintained by such member banks by reason of any
Regulatory  Change  against  (x) any  category  of  liabilities  which  includes
deposits  by  reference  to which the Euro Rate is to be  determined  or (y) any
category of  extensions  of credit or other  assets  which  includes a Euro Rate
loan. The Reserve  Requirement shall be adjusted  automatically on and as of the
effective date of any change in any reserve percentage.

      "SENIOR  DEBT" means all  indebtedness  owing to Chase under this Note and
the Term Note and in  respect of any  letters of credit  issued by Chase for the
account of the undersigned.

      "SUBORDINATED DEBT" means all indebtedness owing under the Loan Agreement,
dated April 1, 2003,  between the  undersigned  and Petra  Mezzanine  Fund, L.P.
("PETRA"),  and  the  Promissory  Note,  dated  April  1,  2003,  issued  by the
undersigned to the order of Petra Mezzanine  Fund, L.P. in the principal  amount
of  $3,000,000.00,   in  each  case  as  the  same  may  be  amended,  restated,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms thereof and the terms of the Subordination Agreement.

      "SUBORDINATION  AGREEMENT" means the Subordination Agreement,  dated as of
April 1, 2003,  among the undersigned,  the Guarantors,  Petra and Chase, as the
same may be amended, restated,  supplemented or otherwise modified in accordance
with its terms.

      "SUBSIDIARY"  means any  corporation  or other  entity of which at least a
majority of the securities or other ownership  interests  having ordinary voting
power  (absolutely  or  contingently)  for the  election of  directors  or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly by the undersigned.

      2. MATURITY DATE(S).  Each loan shall mature on the earlier of demand, the
last day of the Interest  Period therefor as noted on the Interest Period column
on the attached schedule or the Maturity Date. As to a Variable Rate loan, if no
Interest Period is noted,  then such loan is payable on the earlier of demand or
the Maturity Date.

      3.  INTEREST.  The  undersigned  promises  to pay  interest  on the unpaid
balance of the principal amount of each such loan from and including the date of
each such loan to but

<PAGE>
                                                                               5


excluding the date such loan shall be paid in full at the  following  applicable
rates, as may be offered by Chase and selected by the undersigned:

      Variable Rate:    A rate of interest  per year which  shall  automatically
                        increase  or  decrease  from time to time so that at all
                        times  such  rate  shall  remain  equal to that  rate of
                        interest  from  time to time  announced  by Chase at its
                        head office as its prime  commercial  lending  rate (the
                        "PRIME RATE") plus one-half  percent (.50%).  Changes in
                        the rate of interest  hereunder shall be effective as of
                        and for the entire day on which such change in the Prime
                        Rate becomes effective;

      and

      Fixed Rate:       A rate per year for each  Interest  Period for each loan
                        under  this Note  equal to  either  the Euro Rate or the
                        Money Market Rate.

      Unless three Banking Days prior to the  expiration of an Interest  Period,
the  undersigned  requests  and Chase  quotes a new Fixed Rate for a  subsequent
Interest  Period on an  existing  Fixed  Rate  loan,  such Fixed Rate loan shall
automatically  convert to a Variable Rate loan on the day immediately  following
the last day of the current Interest Period.  The minimum  principal amount of a
Variable Rate or Fixed Rate loan shall be $500,000.

      Interest  shall be payable in arrears (a) as to a Variable  Rate loan,  on
the first day of each month and (b) as to a Fixed Rate loan,  on the last day of
each Interest  Period,  or if such Interest Period is more than 90 days, then on
the 90th day after  the date of such  loan and on the last day of such  Interest
Period, unless otherwise specified on a Rider attached hereto, in respect of the
corresponding principal and (c) on the maturity date of any loan. Interest shall
be calculated (i) on a Variable Rate loan, on the basis of a year of 365 days or
366 days (as the case may be), and (ii) on a Fixed Rate loan,  on the basis of a
year of 360 days and payable for the actual number of days elapsed.

      After the occurrence of an Event of Default set forth below, Chase, at its
option, by written notice to the undersigned,  may increase the interest rate on
this Note by an additional  two percent (2%) per year,  effective on the date of
such notice.

      4. PAYMENTS. All payments under this Note shall be made in lawful money of
the  United  States of America  and in  immediately  available  funds at Chase's
office  specified  above.  Chase may (but shall not be  obligated  to) debit the
amount of any payment  (principal  or interest)  under this Note when due to the
deposit  accounts of the undersigned  with Chase listed below.  This Note may be
prepaid without penalty or premium unless otherwise specified herein.  Chase may
apply any money  received or collected for payment of this Note to the principal
of,  interest on or any other amount payable under,  this Note in any order that
Chase may elect.

      All  amounts   payable   hereunder   shall  be  made  without  set-off  or
counterclaim  and  clear  of and  without  deduction  for  any  and  all  taxes,
registration  fees,  duties,  levies or any  other  deductions  or  withholdings
whatsoever imposed, collected or made with repeat to this Note. In

<PAGE>
                                                                               6


the event the  undersigned  or Chase is  compelled by  applicable  law to pay or
deduct any such  amounts,  the  undersigned  shall pay to Chase such  additional
amounts to insure  that Chase  receives  an amount  equal to the full  amount it
otherwise would have received had such deduction not been made.

      Whenever  any  payment  to be  made  hereunder  (including  principal  and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business,  that payment will be due on the next following  Banking Day,
and any extension of time shall in each case be included in the  computation  of
interest payable on this Note.

      If any payment  (principal  or interest)  shall not be paid when due other
than  a  payment  of  the  entire  principal  balance  of  this  Note  due  upon
acceleration  after  default,  to the extent  permitted by  applicable  law, the
undersigned  shall pay a late  payment  charge equal to five percent (5%) of the
amount of such delinquent payment, PROVIDED that the amount of such late payment
charge shall be not less than $25 nor more than $500.

      5.  ADDITIONAL  COSTS.  If as a result  of any  Regulatory  Change,  Chase
determines (which  determination  shall be conclusive) that the cost to Chase of
making  or  maintaining  the  loan  is  increased,  or any  amount  received  or
receivable  by Chase  hereunder  is  reduced,  or Chase is  required to make any
payment (including without limitation in connection with any reserves or capital
adequacy  requirements  or  assessments)  in  connection  with  any  transaction
contemplated  hereby,  then the  undersigned  shall pay to Chase on demand  such
additional  amount or amounts as Chase determines will compensate Chase for such
increased cost, reduction or payment. Chase will, within 90 days of such demand,
provide the undersigned  with a statement  setting forth the calculation of such
additional amount or amounts; PROVIDED, however, the failure of Chase to provide
such statement shall not relieve the undersigned of its payment obligation.

      6.  ILLEGALITY.  If it becomes unlawful for Chase or its lending office to
make, convert or maintain any loan, Chase shall promptly notify the undersigned,
and Chase shall not make,  convert or maintain any loan and any loan outstanding
shall be prepaid on demand, together with interest and any amounts due under the
CERTAIN COMPENSATION section below.

      7. CERTAIN COMPENSATION (FIXED RATE LOAN ONLY). If for any reason there is
a principal  payment of a loan on a date other than the last day of the Interest
Period  thereof  (whether by demand,  prepayment,  or otherwise) or a failure to
borrow on the date specified for borrowing, the undersigned will pay to Chase on
demand such amount or amounts as shall be sufficient (in the reasonable  opinion
of  Chase)  to  compensate  Chase  for any loss,  cost or  expense  which  Chase
determines  is  attributable  to such  payment  or such  failure  to  borrow.  A
determination  by Chase of the amounts payable  pursuant to this provision shall
be conclusive absent manifest error.

      8.  AUTHORIZATIONS.  The undersigned hereby authorizes Chase to make loans
and  disburse  the  proceeds  thereof to the  account  listed  below and to make
repayments  of such loans by debiting  such  account  upon oral,  telephonic  or
telecopied  instructions made by any person purporting to be an officer or agent
of the  undersigned  who is  empowered  to make  such  requests  and  give  such
instructions.  The undersigned may amend these instructions,  from time to time,
effective  upon actual  receipt of the  amendment  by Chase.  Chase shall not be
responsible for the

<PAGE>
                                                                               7


authority,   or  lack  of  authority,  of  any  person  giving  such  telephonic
instructions to Chase pursuant to these provisions.  By executing this Note, the
undersigned agrees to be bound to repay any loan obtained hereunder as reflected
on Chase's books and records and made in accordance  with these  authorizations,
regardless of the actual receipt of the proceeds thereof.

      9. RECORDS. The date, principal amount, interest rate and maturity date of
each loan under this Note and each payment of  principal,  loan(s) to which such
principal  is  applied  (which  shall be at the  discretion  of  Chase)  and the
outstanding  principal balance of loans, shall be recorded by Chase on its books
and prior to any  transfer of this Note (or, at the  discretion  of Chase at any
other time) endorsed by Chase on the schedule  attached or any  continuation  of
the schedule. Any such endorsement shall be conclusive absent manifest error.

      10.  REPRESENTATIONS  AND  WARRANTIES.   The  undersigned  represents  and
warrants upon the execution and delivery of this Note and upon each loan request
hereunder, that: (a) it is duly organized and validly existing under the laws of
the  jurisdiction of its  organization or  incorporation  and, if relevant under
such laws,  in good  standing;  (b) it has the power to execute and deliver this
Note and to perform its obligations hereunder and has taken all necessary action
to authorize  such  execution,  delivery and  performance;  (c) such  execution,
delivery and  performance  do not violate or conflict with any law applicable to
it, any provision of its organizational  documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
material contractual restriction binding on or materially affecting it or any of
its assets; (d) to the best of the undersigned's knowledge, all governmental and
other  consents  that are  required to have been  obtained by it with respect to
this Note have been obtained and are in full force and effect and all conditions
of any such consents have been complied  with;  (e) its  obligations  under this
Note  constitute  its  legal,  valid and  binding  obligations,  enforceable  in
accordance  with its terms  except to the extent  that such  enforcement  may be
limited by applicable  bankruptcy,  insolvency  or other similar laws  affecting
creditors'   rights  generally;   (f)  all  financial   statements  and  related
information  furnished  and to be  furnished  to Chase  from time to time by the
undersigned  are true and  complete  and fairly  present the  financial or other
information  stated therein as at such dates or for the periods covered thereby;
(g) there are no actions,  suits,  proceedings or investigations  pending or, to
the  knowledge  of  the  undersigned,   threatened   against  or  affecting  the
undersigned before any court,  governmental agency or arbitrator,  which involve
forfeiture of any assets of the  undersigned or which may  materially  adversely
affect the  financial  condition,  operations,  properties  or  business  of the
undersigned or the ability of the  undersigned  to perform its obligation  under
this Note;  and (h) there has been no material  adverse  change in the financial
condition  of the  undersigned  since  the last  such  financial  statements  or
information.

      11. AFFIRMATIVE COVENANTS. The undersigned agrees that it shall:

            (a)  Furnish to Chase,  within 120 days after and as at the close of
each Fiscal Year, a consolidated  (and  consolidating)  balance  sheet(s) of the
undersigned  and  its   consolidated   Subsidiaries,   and   consolidated   (and
consolidating)  statements  of income,  cash flows and changes in  shareholders'
equity  of  the  undersigned  and  its  consolidated  Subsidiaries  prepared  in
accordance  with GAAP  consistently  applied,  on an audit  basis,  prepared  by
Deloitte & Touche, LLP, or other independent public accounting firm satisfactory
to Chase, and accompanied by a

<PAGE>
                                                                               8


satisfactory   report  of  such   accountants   which   shall  not  contain  any
qualification of opinion or disclaimer;

            (b)  Furnish to Chase,  within 45 days after the end of each  Fiscal
Quarter, a consolidated (and consolidating)  balance sheet(s) of the undersigned
and its consolidated Subsidiaries as at the end of each such quarter and related
consolidated (and consolidating)  statements of income, cash flow and changes in
shareholders'  equity of the undersigned and its  consolidated  Subsidiaries for
the Fiscal Quarter and from the beginning of such Fiscal Year to the end of such
Fiscal Quarter,  together with comparisons to the previous year, if appropriate,
and to  budget  projections,  prepared  in  conformity  with  GAAP  consistently
applied, and certified by an appropriate financial officer of the undersigned;

            (c) Furnish to Chase such other books,  records and reports as Chase
may from time to time reasonably request;

            (d) Permit  representatives of Chase to visit and inspect any of the
properties of the undersigned and its Subsidiaries,  examine its corporate books
and  records,  and to make  extracts  or copies of such books and  records,  and
discuss its affairs,  finances and accounts with its officers,  accountants  and
agents,  PROVIDED that the foregoing shall only be done at reasonable  times and
with  not  more  than  reasonable  frequency,  and  PROVIDED  further  that  the
reasonable  cost of  such  inspections  and  examinations  shall  be paid by the
undersigned; and

            (e)  Furnish  to Chase  (i)  within  20 days  after  the end of each
calendar month, a borrowing base  certificate that sets forth the calculation of
the  Borrowing  Base as of the last day of such  month,  and (ii) within 20 days
after the end of each Fiscal  Quarter,  a  statement  that sets forth a detailed
aging of all accounts  receivable and accounts  payable of the undersigned as of
the last day of such Fiscal Quarter,  in each case in form,  scope and substance
satisfactory to Chase.

      12.  NEGATIVE  COVENANTS.  The  undersigned  agrees that it shall not, and
shall not permit any Subsidiary to:

            (a)  Incur,  create,   permit  to  exist  or  assume,   directly  or
indirectly,  any Debt  other  than (i) Debt to Chase;  (ii)  trade  indebtedness
(which  shall not include any  borrowing,  trade  acceptances  or notes given in
settlement of trade  indebtedness)  incurred in the ordinary  course of business
and not more than 90 days overdue; (iii) indebtedness related to liens permitted
by  clause  (b)(ii)  below;  (iv)  the  Subordinated  Debt,  PROVIDED  that  the
Subordinated   Debt  shall  at  all  times  be  subject  to  the  terms  of  the
Subordination Agreement; (v) the Consideration Shares Put, the One Year Deferred
Consideration  Amount and the Two Year  Deferred  Consideration  Amount (as such
terms are  defined  in the  Purchase  Agreement);  and (vi) any  other  payments
payable to the Shareholders (as such term is defined in the Purchase  Agreement)
expressly contemplated by and pursuant to the Purchase Agreement;

            (b) Pledge or  encumber  any of its  assets,  except (i)  mortgages,
liens,  security  interests  or  encumbrances  granted  to Chase,  (ii) liens on
personal  property  incurred in connection  with a capital lease entered into by
the undersigned as lessee in the ordinary course of business,  PROVIDED that any
such liens are  created  contemporaneously  with the  leasing  of such  personal

<PAGE>
                                                                               9


property  and attach only to the property so leased,  and (iii) liens,  security
interests or  encumbrances  granted to Petra that secure the  obligations of the
undersigned  in respect of the  Subordinated  Debt,  PROVIDED  that such  liens,
security  interests and encumbrances  shall at all times be subject to the terms
of the Subordination Agreement; and

            (c) Loan or make advances to, or guarantee,  indorse or otherwise be
or become liable or  contingently  liable in connection  with the obligations or
indebtedness of any other Person, directly or indirectly.

      13. FINANCIAL  COVENANTS.  The undersigned shall maintain at all times the
following financial covenants and ratios:

            (a) (i) Senior  Debt to (ii)  Consolidated  Tangible  Net Worth plus
Subordinated Debt of not more than 0.75 to 1; and

            (b) Consolidated  Current Assets to Consolidated Current Liabilities
of not less than 1.25 to 1.

      14. NO  COMMITMENT.  This Note does not  create and shall not be deemed or
construed  to create  any  contractual  commitment  to lend by  Chase.  Any such
commitment  in  respect  of this  Note  can  only be made by and  shall  only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of Chase.

      15. SECURITY.  As collateral  security for the payment of this Note and of
any and all other  obligations and liabilities of the undersigned to Chase,  now
existing  or  hereafter  arising,  the  undersigned  grants to Chase a  security
interest  in and a lien upon and right of offset  against  all  moneys,  deposit
balances,  securities or other property or interest  therein of the  undersigned
now or at any  time  hereafter  held  or  received  by or  for  or  left  in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping,  custody,  transmission,  collection, pledge or for any
other or different purpose.

      16.  DEFAULT.  If any of the following  events of default shall occur with
respect to any of the undersigned (each an "EVENT OF DEFAULT"):

            (a) the undersigned  shall fail to pay the principal of, or interest
on, this Note, or any other amount  payable under this Note, as and when due and
payable;

            (b)  any  representation  or  warranty  made or  deemed  made by the
undersigned in this Note or in any document granting security or support for (or
otherwise  executed  in  connection  with)  this  Note  or by  any  third  party
supporting   or  liable  with  respect  to  this  Note   (whether  by  guaranty,
subordination,  grant of security or any other credit support,  a "THIRD PARTY")
in any document  evidencing the  obligations of a Third Party (this Note and all
of the foregoing  documents and all  agreements,  instruments or other documents
executed by the undersigned or a Third Party being the "FACILITY  DOCUMENTS") or
which is contained in any  certificate,  document,  opinion,  financial or other
statement furnished at any time under or in

<PAGE>
                                                                              10


connection with any Facility Document, shall prove to have been incorrect in any
material respect on or as of the date made or deemed made;

            (c) the  undersigned  or any Third  Party  shall  fail to perform or
observe any term,  covenant or agreement  contained in any Facility  Document on
its part to be performed or observed (not constituting an Event of Default under
any other  clause of this  section),  and such  failure  shall  continue  for 30
consecutive days;

            (d) the  undersigned  or any Third  Party shall fail to pay when due
any  indebtedness  (including,  but not limited to,  indebtedness  for  borrowed
money) or if any such  indebtedness  shall become due and  payable,  or shall be
capable of  becoming  due and  payable at the option of any holder  thereof,  by
acceleration  of  its  maturity,  or if  there  shall  be  any  default  by  the
undersigned   or  any  Third  Party  under  any   agreement   relating  to  such
indebtedness;

            (e) the undersigned or any Third Party:  (i) shall generally not, or
be unable to, or shall admit in writing its  inability to, pay its debts as such
debts become due;  (ii) shall make an  assignment  for the benefit of creditors;
(iii) shall file a petition in bankruptcy or for any relief under any law of any
jurisdiction  relating to  reorganization,  arrangement,  readjustment  of debt,
dissolution or  liquidation;  (iv) shall have any such petition filed against it
and the same shall remain  undismissed  for a period of 30 days or shall consent
or  acquiesce  thereto;  or (v) shall have had a receiver,  custodian or trustee
appointed for all or a substantial part of its property;

            (f) if the  undersigned  or any Third Party is an  individual,  such
individual shall die or be declared incompetent;

            (g) any Third Party Facility  Document shall at any time and for any
reason cease to be in full force and effect or shall be declared  null and void,
or its validity or enforceability shall be contested by the relevant Third Party
or such Third Party shall deny it has any further  liability or obligation under
any  Facility  Document  or shall  fail to  perform  its  obligations  under any
Facility Document;

            (h) any  security  agreement  or  other  agreement  (whether  by the
undersigned or any Third Party) granting a security interest,  lien, mortgage or
other encumbrance  securing obligations under any Facility Document shall at any
time and for any reason  cease to create a valid and  perfected  first  priority
security  interest,  lien,  mortgage or other  encumbrance in or on the property
purported to be subject to such agreement or shall cease to be in full force and
effect or shall be declared null and void, or the validity or  enforceability of
any such agreement  shall be contested by any party to such  agreement,  or such
party shall deny it has any further liability or obligation under such agreement
or any such  party  shall  fail to  perform  any of its  obligations  under such
agreement;

            (i) the  undersigned  shall  make or permit to be made any  material
change in the character,  management or direction of the undersigned's  business
or  operations  (including,  but not  limited  to,  a  change  in its  executive
management  or in the  ownership of its capital  stock which effects a change in
the control of any such business or  operations),  which is not  satisfactory to
Chase;

<PAGE>
                                                                              11


            (j) the  undersigned  or any Third  Party  shall  suffer a  material
adverse change in its business, financial condition, properties or prospects;

            (k)  any  action,  suit,  proceeding  or  investigation  against  or
affecting  the  undersigned  or a Third Party  before any court or  governmental
agency which  involves  forfeiture of any assets of the  undersigned  or a Third
Party shall have been commenced; or

            (l) one or more  judgments,  decrees  or orders  for the  payment of
money in excess of  $50,000  in the  aggregate  shall be  rendered  against  the
undersigned  and shall  continue  unsatisfied  and in effect  for a period of 30
consecutive  days  without  being  vacated,  discharged,  satisfied or stayed or
bonded pending appeal.

      THEN, in any such case, if Chase shall elect by notice to the undersigned,
the unpaid principal amount of this Note, together with accrued interest and any
other amounts due  hereunder  shall become  forthwith due and payable;  PROVIDED
that in the case of an Event of Default  under (e) above,  the unpaid  principal
amount of this Note,  together  with accrued  interest and any other amounts due
hereunder shall  immediately  become due and payable without any notice or other
action by Chase.

      17.  CERTAIN  WAIVERS.  The  undersigned  waives  presentment,  notice  of
dishonor, protest and any other notice or formality with respect to this Note.

      18. COSTS.  The  undersigned  agrees to reimburse  Chase on demand for all
reasonable  costs,  expenses and charges  (including,  without  limitation,  any
taxes,  fees and charges of external legal counsel for Chase and costs allocated
by  its  internal  legal   department)  in  connection  with  the   preparation,
interpretation,  administration, performance or enforcement of this Note and the
Facility Documents.

      19. NOTICES. All notices,  requests, demands or other communications to or
upon the  undersigned  or Chase  shall be in  writing  and shall be deemed to be
delivered  upon receipt if  delivered by hand or overnight  courier or five days
after  mailing to the  address (a) of the  undersigned  as set forth next to the
undersigned's  execution of this Note, (b) of Chase as first set forth above, or
(c) of the  undersigned  or Chase at such other  address as the  undersigned  or
Chase shall specify to the other in writing.

      20. ASSIGNMENT. This Note shall be binding upon the undersigned and its or
their  successors and shall inure to the benefit of Chase and its successors and
assigns.

      21.  AMENDMENT  AND  WAIVER.  This Note may be  amended  only by a writing
signed on behalf of each  party and shall be  effective  only to the  extent set
forth in that  writing.  No delay by  Chase  in  exercising  any  power or right
hereunder shall operate as a waiver thereof or of any other power or right;  nor
shall any single or partial  exercise  of any power or right  preclude  other or
future exercise thereof, or the exercise of any other power or right hereunder.

      22.  GOVERNING  LAW;  JURISDICTION.  This Note  shall be  governed  by and
construed in accordance  with the laws of the State of New York. The undersigned
consents  to the  nonexclusive  jurisdiction  and venue of the state or  federal
courts located in such state. The

<PAGE>
                                                                              12


undersigned  hereby waives any objection  which it may now or hereafter  have to
the  laying  of venue of any suit or  action  arising  out of this  Note in such
courts and further  waives any claim that any such suit or action brought in any
such court has been brought in an inconvenient  forum. In the event of a dispute
hereunder,  suit may be brought against the undersigned is such courts or in any
jurisdiction where the undersigned or any of its assets may be located.  Service
of  process  by Chase in  connection  with any  dispute  shall be binding on the
undersigned  if sent  to the  undersigned  by  registered  mail  at the  address
specified below or to such further address(es) as the undersigned may specify to
Chase in writing.

      23. MAXIMUM  INTEREST.  Notwithstanding  any other provision of this Note,
the  undersigned  shall not be required to pay any amount  pursuant to this Note
which  is in  excess  of  the  maximum  amount  permitted  to be  charged  under
applicable  law and any such  excess  interest  paid  shall be  refunded  to the
undersigned or applied to principal owing hereunder.

      24. JURY,  CERTAIN  DEFENSES AND SET-OFF WAIVERS.  THE UNDERSIGNED  HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE  LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE
SHALL, AT CHASE'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

      IN ADDITION,  THE  UNDERSIGNED  WAIVES THE RIGHT TO INTERPOSE  ANY DEFENSE
BASED  UPON ANY  STATUTE OF  LIMITATIONS  OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

                                            CHASE ACCOUNT NO. TO BE CHARGED FOR
                                            DISBURSEMENTS AND PAYMENTS:

                                            777-789213
                                            ------------------------------------


                                            FIND SVP, INC.

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

                                            Print Name: Peter Stone
                                                        ------------------------

                                            Title: Chief Financial Officer
                                                   -----------------------------

<PAGE>
                                                                              13


ADDRESS FOR NOTICES:
625 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK  10011
TELECOPIER NO. (212) 255-7632