EXHIBIT 10.21

            SUBSIDIARY  SECURITY  AGREEMENT,  dated as of April  1,  2003  (this
"AGREEMENT"),  made by GUIDELINE  RESEARCH CORP.,  TABLINE DATA SERVICES,  INC.,
GUIDELINE/CHICAGO, INC., ADVANCED ANALYTICS, INC. and GUIDELINE CONSULTING CORP.
(each, individually, a "PLEDGOR" and, collectively,  the "PLEDGORS") in favor of
JPMORGAN CHASE BANK (the "SECURED PARTY").

                              W I T N E S S E T H:

            WHEREAS  Find/SVP,  Inc., a New York corporation  (the  "BORROWER"),
issued (i) the Amended and Restated Term  Promissory  Note,  dated April 1, 2003
(as amended,  supplemented  or otherwise  modified from time to time,  the "TERM
NOTE")  in the  principal  amount  of  $1,500,000.00  and (ii) the  Amended  and
Restated  Senior  Grid  Promissory  Note,  dated  April  1,  2003  (as  amended,
supplemented  or otherwise  modified from time to time,  the "SENIOR GRID NOTE";
together  with  the  Term  Note,  the  "NOTES")  in  the  principal   amount  of
$1,000,000.00, each to the order of the Secured Party;

            WHEREAS the Borrower  directly or indirectly owns 100% of the issued
and outstanding shares of common stock of each Pledgor;

            WHEREAS the  Pledgors  have  jointly and  severally  guaranteed  the
payment of all  obligations  of the Borrower  now or  hereafter  existing to the
Secured Party (including,  without limitation,  all obligations under the Notes)
pursuant  to that  certain  Subsidiary  Guaranty,  dated as of April 1, 2003 (as
amended,  supplemented or otherwise modified from time to time, the "GUARANTY"),
by the Pledgors in favor of the Secured Party; and

            WHEREAS in order to secure the  obligations  of the  Pledgors to the
Secured Party,  including,  without limitation,  the Pledgors' obligations under
the  Guaranty,  the Secured  Party has  requested and each Pledgor has agreed to
execute and deliver this Security Agreement.

            NOW, THEREFORE,  in consideration of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Pledgors hereby agree with the Secured Party as follows:

            1.  SECURITY   INTEREST.   As  security  for  the   Obligations  (as
hereinafter  defined),  each Pledgor  hereby  pledges and assigns to the Secured
Party, and grants to the Secured Party a continuing security interest in, all of
such  Pledgor's  right,  title and  interest  (whether now existing or hereafter
created or acquired by such Pledgor) in: (a) its accounts  receivable  and other
personal  property  that  constitutes  accounts  as such term is  defined in the
Uniform Commercial Code of the State of New York (the "UNIFORM COMMERCIAL CODE")
(collectively, "ACCOUNTS"); (b) its inventory, including goods, merchandise, raw
materials, goods in process, finished goods and other tangible personal property
that  constitutes  inventory  as such term is defined in the Uniform  Commercial
Code (collectively,  "INVENTORY"); (c) its equipment, including all

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substitutes,  replacements,  accessions and additions thereto, all tools, parts,
accessories and attachments used in connection  therewith and all other tangible
personal  property  that  constitutes  equipment  as such term is defined in the
Uniform  Commercial  Code  (collectively,  "EQUIPMENT");  (d) its other tangible
personal  property that constitutes goods as such term is defined in the Uniform
Commercial  Code; (e) its intellectual  property,  goodwill,  trademarks,  trade
names, servicemarks,  copyrights, patents, permits and licenses; (f) its chattel
paper,  commercial tort claims,  deposit  accounts,  documents,  instruments and
letter-of-credit  rights, as each such term is defined in the Uniform Commercial
Code; (g) all contracts,  contract rights,  bills, notes,  drafts,  acceptances,
choses in action  and all  other  personal  property  that  constitutes  general
intangibles  as such term is defined in the  Uniform  Commercial  Code;  (h) all
securities,  security  entitlements and other investment property,  as each such
term is  defined  in the  Uniform  Commercial  Code;  (i) all books and  records
(including but not limited to computer  programs and tapes and related software)
relating to any of the  foregoing;  and (j) all cash and  non-cash  proceeds and
products of any of the foregoing  (all of the foregoing is  collectively  called
the "COLLATERAL").

            2.  OBLIGATIONS  SECURED.  The  security  interest  granted  by this
Agreement  is to  secure  the  payment  and  performance  of any and all of each
Pledgor's   obligations  to  the  Secured  Party  of  every  kind,   nature  and
description,  whether for principal, interest, fees or other amounts (including,
without limitation, all obligations of the Pledgors under the Guaranty), whether
direct or  indirect,  secured  or  unsecured,  joint and  several,  absolute  or
contingent, due or to become due, now existing or hereafter arising,  regardless
of how  they  arise  or by what  agreement  or  instrument  and  whether  or not
evidenced by any agreement or instrument, and all obligations to perform acts or
refrain  from  taking  any  action  (all  of the  foregoing,  collectively,  the
"OBLIGATIONS").

            3. UNCONDITIONAL GRANT OF SECURITY INTEREST. (a) Each Pledgor agrees
that this Agreement shall be binding upon such Pledgor and that the grant of the
security  interest in the  Collateral  shall be irrevocable  and  unconditional,
irrespective of the validity, legality or enforceability of the Obligations, the
absence of any action to enforce the same,  any waiver or consent by the Secured
Party with respect to any provisions  thereof, or any action to enforce the same
or any other similar  circumstances.  Each Pledgor's obligations and liabilities
hereunder  shall not be  conditioned  or  contingent  upon the  Secured  Party's
pursuit at any time of any right or remedy  against  any other  person or entity
that may be or become liable in respect of all or any part of the Obligations or
against any  collateral  security  or guaranty  therefor or right of offset with
respect thereto.  Each Pledgor hereby waives diligence,  presentment,  demand of
payment,  filing of claims with a court in the event of such Pledgor's merger or
bankruptcy,  protest  or  notice  with  respect  to  any  notes  evidencing  the
Obligations  and all demands  whatsoever.  This  Agreement  shall remain in full
force and  effect and be  binding  in  accordance  with and to the extent of its
terms upon each Pledgor until the  Obligations  have been  indefeasibly  paid in
full in cash, notwithstanding that from time to time there may be no Obligations
outstanding.

                  (b) Each  Pledgor  agrees  that  without  notice to or further
assent by such Pledgor, its liability or the liability of any other party for or
upon any of the Obligations

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may,  from time to time, in whole or in part,  be renewed,  extended,  modified,
accelerated,  compromised  or released by the Secured Party as the Secured Party
may deem  advisable,  and  that any  other  collateral  or liens  for any of the
Obligations  may, from time to time, in whole or in part, be exchanged,  sold or
surrendered by the Secured Party, as the Secured Party may deem  advisable,  all
without  impairing,  abridging,  affecting or diminishing  this Agreement or the
Secured Party's rights hereunder or with respect to the Collateral.

            4.  REPRESENTATIONS,  COVENANTS AND WARRANTIES.  Each Pledgor hereby
makes the following  representations,  covenants and warranties,  which shall be
deemed to be repeated and  confirmed  upon the creation or  acquisition  by such
Pledgor of each item of Collateral and upon the creation of any Obligation:

                  (a) Such Pledgor is a  corporation,  duly  organized,  validly
existing  and in good  standing  under  the laws of the  jurisdiction  indicated
beneath such  Pledgor's  signature  line of this  Agreement,  has the  requisite
corporate  power to own its properties and to carry on its business as now being
conducted,  is qualified  to engage in business and is in good  standing in each
other  jurisdiction  in which the character of its properties or the transaction
of its  business  make  such  qualification  necessary,  and has  the  requisite
corporate power to execute, deliver and perform this Agreement.

                  (b) The execution,  delivery and performance of this Agreement
and the granting of the security  interest in the  Collateral  (i) has been duly
authorized by all requisite corporate action of such Pledgor; (ii) will not: (A)
violate  any  provision  of law,  any order of any court,  tribunal or agency of
government  or  its  certificate  of  incorporation,  bylaws  or  other  charter
documents; (B) violate, be in conflict with, result in a breach of or constitute
(with  due  notice  or lapse of time or both) a  default  under  any  indenture,
license,  sublicense,  agreement or other  instrument to which such Pledgor is a
party  or by  which it or any of its  properties  are  bound;  (C)  violate  any
governmental  or agency  rule or  regulation  (including,  but not  limited  to,
Regulations U and X of the Board of Governors of the Federal Reserve System); or
(D) result in the  creation or  imposition  of any lien,  charge or  encumbrance
whatsoever upon any of the Collateral,  except for the security interest created
by this Agreement; and (iii) do not require any filing or registration with, any
permit,  license,  consent or approval of, or any exemption by, any governmental
or regulatory  authority,  except filings of Uniform  Commercial  Code financing
statements in the public offices listed on Exhibit A hereto.

                  (c) This  Agreement  has been duly  executed and  delivered by
such Pledgor and is its legal, valid and binding obligation, enforceable against
it in  accordance  with  its  terms,  subject  only to  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws now or hereafter in effect  relating
to or  affecting  the  enforceability  of rights of creditors  generally  and to
general  equitable  principles  that may limit  the  right to  obtain  equitable
remedies.  This Agreement creates in the Secured Party's favor a valid and, upon
the filing of the appropriate  Uniform  Commercial Code financing  statements in
the public  offices  listed on Exhibit A hereto,  perfected lien on and security
interest  in the  Collateral,  enforceable  against  such  Pledgor and all third
parties  and  superior  in  right  to  all  other  security  interests,   liens,
encumbrances or charges, existing or future. Upon such filings or recordings, no
filing or recording of any other financing

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statements or other  instruments  and no  recording,  filing or indexing of this
Agreement  is  necessary  in order to preserve  and protect the Secured  Party's
security interest in the Collateral as a legal, valid and enforceable  perfected
security interest in the Collateral,  except filing of appropriate  continuation
statements with respect to Uniform Commercial Code financing statements.

                  (d) On the date hereof and at any time during the term of this
Agreement  during which a security  interest in the Secured Party's favor in the
Collateral exists, no financing statement (or similar statement or instrument of
registration  under  the  laws  of any  jurisdiction)  is or  will be on file or
registered in any public  office  covering any interest of any kind with respect
to the  Collateral,  or  intended  so to be,  other than those  relating  to the
security interest created by this Agreement and those expressly  permitted under
the  Guaranty  and the Notes,  and such  Pledgor will be the lawful owner of the
Collateral  and will  have  good  right to grant the  Secured  Party a  security
interest  therein.  Each  Pledgor  will  perform all acts and deeds  possible to
assure that all  documents and  agreements  held by such Pledgor with respect to
the Collateral will be true and correct and in all respects what they purport to
be; all signatures and endorsements that appear thereon will be genuine and such
signatories  and endorsers will have the full capacity to contract;  none of the
transactions  underlying or giving rise to the  Collateral  nor any operation or
use of any of the Collateral will violate any applicable state or federal law or
regulation;  and all  documents  relating  to the  Collateral  will  be  legally
sufficient  under such laws and regulations  and will be legally  enforceable in
accordance  with their terms.  None of the  Collateral  is or will be affixed to
real  estate  unless  such  Pledgor  has  furnished  to the  Secured  Party such
consents,  waivers or disclaimers  as are necessary to make the Secured  Party's
security  interest in such of the Collateral  valid against  persons or entities
holding an interest in such real estate. Such Pledgor will defend the Collateral
against  all claims and  demands of all other  parties  claiming  the same or an
interest  therein,  and none of the  Collateral  will be: (i) sold,  assigned or
transferred  to any person or entity other than the Secured Party  except,  with
respect to Inventory,  in the ordinary course of such Pledgor's business or (ii)
in any way  pledged,  mortgaged or  otherwise  encumbered  except to the Secured
Party  and  except  for any  other  pledges,  mortgages  or  other  encumbrances
expressly permitted under the Guaranty and the Notes.

                  (e) (i) Such Pledgor will perform all acts and deeds  possible
to assure  that each of its  Accounts:  (A) is on the date hereof and will be at
all  times  during  the  term  of  this  Agreement  a  good  and  valid  Account
representing an undisputed bona fide indebtedness incurred by the account debtor
named  therein  for goods  theretofore  sold by such  Pledgor  to,  or  services
theretofore  performed by such Pledgor for, such account debtor; (B) will not be
subject to any defense, offset,  counterclaim,  holdback, discount or allowance;
(C) will not have been made with an account  debtor under an agreement  pursuant
to which any reduction or discount may be claimed; and (D) will be an Account of
which such Pledgor is the lawful owner and have the right to subject the same to
the Secured Party's  security  interest;  and (ii) no action has been or will be
taken by such Pledgor  which has or will have the effect of giving to an account
debtor any defense,  setoff, claim or counterclaim against such Pledgor that may
be asserted against the Secured Party,  whether in any proceeding to enforce the
Collateral  or otherwise.  No Account

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will have been or hereafter will be sold,  assigned or transferred to any person
or entity other than the Secured  Party or in any way  encumbered  except to the
Secured  Party and except for any  encumbrances  expressly  permitted  under the
Guaranty and the Notes.

                  (f) To the  best of such  Pledgor's  knowledge,  each  account
debtor or guarantor or endorser of an Account or other party  obligated under an
Account that at any time is or becomes  subject to a security  interest in favor
of the  Secured  Party is and will  continue to be solvent and fully able to pay
and perform in full when due all  Accounts  under which such person or entity is
obligated,  and such  Pledgor  will take all steps  necessary  to  preserve  the
liability  of each account  debtor,  guarantor,  endorser,  obligor or secondary
party whose obligations are part of the Collateral.

                  (g) Such Pledgor will perform all of the terms,  covenants and
conditions on its part to be observed or performed  under the  contracts  giving
rise to its Accounts and take all steps necessary to keep such contracts in full
force and effect.  Without the Secured Party's prior consent,  such Pledgor will
not compromise,  adjust,  amend, modify or alter any of the terms,  covenants or
conditions  of any of its Accounts  (or extend the time for payment  thereof) or
grant any additional discounts, allowances or credits thereon.

                  (h) Such Pledgor will promptly notify the Secured Party if any
Account  becomes  evidenced  by an  instrument,  and,  upon the Secured  Party's
request,  promptly  deliver said instrument to the Secured Party,  appropriately
endorsed in the Secured Party's favor to be held as Collateral hereunder.

                  (i) Such  Pledgor  will  furnish to the Secured  Party at such
times as the  Secured  Party  may  request  statements,  in form  and  substance
satisfactory to the Secured Party,  of all of its Accounts,  itemized by account
debtor,  and of the location and  aggregate  value at each such  location of all
such Pledgor's  Inventory and a statement showing opening  Inventory,  Inventory
acquired,  Inventory sold and held for future  delivery,  Inventory  returned or
repossessed,  Inventory used or consumed in such Pledgor's  business and closing
Inventory, each such statement to be certified by such Pledgor's chief financial
officer,  and, promptly from time to time, such other information as the Secured
Party  may  reasonably  request  regarding  the  Collateral  and such  Pledgor's
operations, business, affairs and financial condition.

                  (j) There is no litigation  pending or threatened in any court
or  jurisdiction,  the outcome of which would affect such Pledgor's  interest in
the Collateral in a materially adverse manner.

                  (k) There are no  set-offs,  counterclaims  or  defenses  with
respect to the  Collateral  and no agreement has been made with any other person
or party under which any  deduction  or discount  may be claimed with respect to
the Collateral.

                  (l)  The   information,   exhibits,   reports  and   financial
statements  furnished  by such Pledgor in  connection  with the Guaranty or this
Agreement  are true and correct in all material  respects and do not contain any
omission or misstatement of fact which

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would make the statements  contained therein false,  misleading or incomplete in
any material respect.

                  (m) Such Pledgor will, promptly upon learning thereof,  report
to the  Secured  Party:  (i) any  material,  adverse  change in the  information
contained herein relating to such Pledgor, its business or the Collateral;  (ii)
the details of any material,  adverse claim or litigation affecting such Pledgor
or the Collateral; (iii) any material loss of or damage to the Collateral or any
other matters  affecting the value,  enforceability  or collectibility of any of
the Collateral; and (iv) any reclamation, return or repossession of any material
portion  of the  Collateral,  all  material  delays in  performance,  notices of
default, claims made or disputes asserted by any account debtor or other obligor
and any other matters materially,  adversely affecting the value, enforceability
or collectibility of any of the Collateral.

                  (n) Such  Pledgor  will conduct and carry on its business in a
manner consistent with the manner in which it is conducted on the date hereof so
as to protect and preserve the  Collateral  and  maintain,  in  accordance  with
generally accepted accounting principles,  consistently applied,  accurate books
and records  pertaining  to the  Collateral  and, if so requested by the Secured
Party,  such  Pledgor will mark each of its ledger  cards,  books of account and
other  records   relating  to  the  Collateral   with   appropriate   notations,
satisfactory  to the Secured  Party,  disclosing  that such  Collateral has been
assigned  and/or  transferred  to the  Secured  Party and that such  Pledgor has
granted to the Secured Party a security interest therein.

                  (o) All  Inventory or  Equipment  now owned by such Pledgor is
kept at the  locations  indicated  on  Exhibit B  hereto.  The  location  of its
principal office and chief executive office and the location where the originals
of its  records  pertaining  to  its  Accounts  are  kept  are at the  addresses
indicated on Exhibit B hereto.  Such Pledgor will not change the location of any
of its  Inventory  or Equipment or of its  principal  office or chief  executive
office or the  location of the office where the records of its Accounts are kept
unless 20 days'  prior  written  notice of such  change is given to the  Secured
Party.  Such Pledgor's name set forth above its signature  hereto is its correct
legal  name,  and such  Pledgor has not within the past five years had any other
legal name, nor has such Pledgor done within such five years nor is such Pledgor
now doing  business  under any other  name,  except as set forth on Exhibit B to
this Agreement.  Such Pledgor will not change its legal name, use any other name
nor change the form of its  organization  without  giving the  Secured  Party 20
days' prior written notice  thereof.  Such  Pledgor's  correct United States tax
identification number is set forth below its signature hereto.

                  (p) Such Pledgor  will do or cause to be done all  recordings,
filings  and  giving of public  notice  under any  applicable  law or  ordinance
necessary to comply fully with such law or  ordinance,  including any notices to
the United  States  government  under the Federal  Assignment of Claims Act, and
such Pledgor will from time to time do whatever the Secured Party may reasonably
request by way of  obtaining,  executing,  delivering  and/or  filing  financing
statements,  landlord's  or  mortgagee's  lien waivers and other  notices of any
kind, and amendments and renewals  thereto,  and will take any and all steps and
will observe such formalities as the Secured Party may reasonably  request,  all
in order to create and maintain the Secured  Party's valid security  interest in
any and all of the Collateral.  Such Pledgor will pay all

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costs for searches and filings in connection  therewith.  Such Pledgor agrees to
execute such financing statements, security agreements or other instruments with
respect to any of the Collateral as the Secured Party may request and authorizes
the  Secured  Party to execute  and file at any time such  financing  statements
without such  Pledgor's  signature and, if upon request such Pledgor fails to do
so, to execute such security  agreements or other instruments on its behalf. The
Secured Party may file a photocopy or other  reproduction of this Agreement as a
financing statement.

                  (q) Such Pledgor will deliver,  or cause to be  delivered,  to
the Secured Party from time to time promptly upon the Secured  Party's  request:
(i) any documents of title, instruments and chattel paper (and the Secured Party
has been granted a direct  security  interest in all of such  Pledgor's  chattel
paper) constituting,  representing or relating to the Collateral; (ii) all books
of account,  records, ledgers, reports,  correspondence,  schedules,  documents,
statements, lists and the writings relating to the Collateral for the purpose of
inspecting,  auditing or copying the same;  PROVIDED  that such Pledgor shall be
permitted to make copies  thereof  before  delivering  such items to the Secured
Party; (iii) all financial  statements prepared by or for such Pledgor regarding
its business; (iv) copies of all policies and certificates of insurance relating
to the Collateral;  and (v) such  information  concerning the Collateral or such
Pledgor or any  affiliate  of such Pledgor as the Secured  Party may  reasonably
request.

                  (r) Such  Pledgor will at its own expense  maintain  insurance
with insurance companies reasonably satisfactory to the Secured Party on such of
its assets, in such amounts and against such risks as is customarily  maintained
by similar  businesses,  PROVIDED that, with respect to insurance  regarding the
Collateral,  all such  insurance  policies  shall  contain loss payable  clauses
satisfactory to the Secured Party, naming the Secured Party as a loss payee.

                  (s) Such Pledgor will take adequate care of the Collateral and
pay all costs necessary to preserve the  Collateral,  including (but not limited
to) all taxes, rates, levies, assessments and other charges of every nature that
may be  lawfully  levied,  assessed  or  imposed  against  or in respect of such
Pledgor or the Collateral as and when they become due and payable.

                  (t) Such Pledgor will give the Secured Party immediate  notice
of (i) any default  under this  Agreement  or the Guaranty or (ii) any action or
proceeding  to which  such  Pledgor is a party,  or  affecting  such  Pledgor an
adverse  determination of which would affect such Pledgor or the Collateral in a
materially adverse manner.

                  (u) If such  Pledgor  shall at any time  acquire a  commercial
tort claim, such Pledgor will immediately  notify the Secured Party in a writing
signed by such Pledgor of the brief details  thereof and grant the Secured Party
in such writing a security  interest  therein and in the proceeds  thereof,  all
upon the terms of this Agreement,  with such writing to be in form and substance
reasonably satisfactory to the Secured Party.

            5. CUSTODY,  INSPECTION,  COLLATERAL  AND HANDLING OF COLLATERAL AND
RECORDS.  (a) Subject to compliance with the covenants  contained  herein,  each
Pledgor  may,  until the  occurrence  of a default  by such  Pledgor  hereunder,
possess,  operate,  collect,  use and enjoy and

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deal with the  Collateral  in the ordinary  course of its business in any manner
not inconsistent  with the provisions  hereof;  PROVIDED always that the Secured
Party  shall  have the  right at any time and from  time to time to  verify  the
existence  and state of the  Collateral  in any  manner  the  Secured  Party may
consider  appropriate  and such  Pledgor  agrees to furnish all  assistance  and
information  and to perform  all such acts as the Secured  Party may  reasonably
request in  connection  therewith  and for such  purpose to grant to the Secured
Party or its agents access to all places where the Collateral may be located and
to all premises occupied by such Pledgor's business.  The Secured Party shall be
privileged  at any time and from time to time after the  occurrence of a default
hereunder to hire and maintain on any of each Pledgor's  premises a custodian or
independent  contractor  selected  by the  Secured  Party  who  shall  have full
authority to do all acts necessary to protect the Secured Party's  interests and
to report to the Secured Party  thereon.  Each Pledgor  agrees to cooperate with
any such person and to do whatever the Secured Party may  reasonably  request by
way of leasing warehouses or otherwise  preserving the Collateral.  All expenses
incurred by the  Secured  Party by reason of the  employment  of any such person
shall be charged to such Pledgor's account, shall be part of the Obligations and
shall be secured by the Collateral.

                  (b) If the  Collateral at any time includes  securities,  each
applicable Pledgor authorizes the Secured Party to transfer the same or any part
thereof into the Secured  Party's own name or that of its  nominee(s) so that it
or its nominee(s) may appear of record as the sole owner thereof; PROVIDED that,
until the occurrence of a default by such Pledgor  hereunder,  the Secured Party
shall  deliver  promptly to such  Pledgor  all  notices or other  communications
received by the Secured Party or its  nominee(s) as such  registered  owner and,
upon  demand and receipt of payment of any  necessary  expenses  thereof,  shall
issue to such Pledgor or its order a proxy vote and take all action with respect
to such  securities.  After a default by any  Pledgor  hereunder,  such  Pledgor
waives all rights to receive  any  notices  or  communications  received  by the
Secured  Party or its  nominee(s)  as such  registered  owner and agrees that no
proxy  issued by the  Secured  Party to such  Pledgor or its order as  aforesaid
shall thereafter be effective.

                  (c) Until the  occurrence  of a default by any  Pledgor  under
this Agreement or the Guaranty,  each Pledgor  reserves the right to receive any
moneys  constituting  income  from or  interest  on the  Collateral,  and if the
Secured  Party  receives any such moneys  before a default by any Pledgor  under
this Agreement or the Guaranty and until the Obligations  have been satisfied in
full,  the Secured  Party  shall  either  credit  such moneys to the  applicable
Pledgor's  account or promptly pay them to such Pledgor.  After a default by any
Pledgor under this  Agreement or the Guaranty,  each Pledgor will not request or
receive any moneys constituting  income from or interest on the Collateral,  and
if any  Pledgor  receives  any such  moneys  without  any request by the Secured
Party, such Pledgor will pay them promptly to the Secured Party.

                  (d)  Whether  or not a default  under  this  Agreement  or the
Guaranty has occurred, each Pledgor authorizes the Secured Party: (i) to receive
any increase in or profits on the Collateral (other than money) and to hold them
as part of the Collateral  (money so received shall be treated as income for the
purposes of paragraph (c) of this Section 5 and dealt with

<PAGE>

accordingly); and (ii) to receive any payment or distribution upon redemption or
retirement or upon  dissolution  and liquidation of the account debtor of any of
the  Collateral,  to surrender  such  Collateral in exchange for such payment or
distribution  and to  hold  any  such  payment  or  distribution  as part of the
Collateral.  If any Pledgor  receives any such  increase or profits  (other than
money) or payments or distributions,  such Pledgor will deliver them promptly to
the Secured Party to be held by the Secured Party as provided in this Agreement.

                  (e) Each  Pledgor  will,  promptly  upon the  Secured  Party's
request, at any time or from time to time, and the Secured Party may in its sole
discretion  upon a default by any Pledgor under this  Agreement or the Guaranty,
notify such Pledgor's account debtors that payment of all Accounts shall be made
to such Pledgor at such address or addresses as the Secured  Party may from time
to time specify. Upon such notification,  the Secured Party shall have the right
to receive,  or its agents or  independent  contractors  shall have the right to
receive on its behalf, the proceeds of, and all documents, instruments or papers
in connection with, such Pledgor's  Accounts at such address or addresses and to
receive,  endorse,  assign  or  deliver  in the  Secured  Party's  name  or such
Pledgor's name any and all checks,  drafts and other instruments for the payment
of money relating to such Pledgor's Accounts,  and such Pledgor waives notice of
presentment,  protest and nonpayment of any instrument so endorsed. Each Pledgor
acknowledges that any payments on, or other proceeds of, the Collateral received
by such Pledgor from account  debtors,  whether before or after  notification to
account debtors of the security  interest  granted by this Agreement and whether
before  or after  the  occurrence  of a  default  under  this  Agreement  or the
Guaranty,  shall be received  and held by such  Pledgor in trust for the Secured
Party and shall be turned  over to the  Secured  Party  upon its  request  to be
subject to the provisions of this Agreement. Proceeds of Accounts so received by
the Secured Party or on its behalf shall be credited,  subject to collection, to
such Pledgor's account with the Secured Party or as otherwise  determined by the
Secured Party,  subject to the Secured  Party's right to withhold credit pending
the final  collection  and settlement of any item and its further right to apply
all or part of such proceeds to the then outstanding  Obligations.  Each Pledgor
constitutes the Secured Party or its designee as such Pledgor's attorney-in-fact
with power,  upon the occurrence  and during the  continuance of a default under
this  Agreement or the Guaranty:  to endorse such Pledgor's name upon any notes,
acceptances,  checks,  drafts,  money  orders or other  evidences  of payment or
Collateral  that may come  into the  Secured  Party's  possession;  to sign such
Pledgor's  name on any  invoice  or bill of lading  relating  to such  Pledgor's
Accounts, drafts against account debtors,  assignments and verifications of such
Pledgor's  Accounts and notices to account  debtors;  to send  verifications  of
Accounts  to any of  such  Pledgor's  account  debtors;  to  notify  the  postal
authorities to change the address for delivery of mail addressed to such Pledgor
to such address as the Secured Party may designate; and to do all other acts and
things  necessary  to carry out this  Agreement.  All acts of said  attorney  or
designee are hereby  ratified and approved,  and said attorney or designee shall
not be  liable  for any acts of  omission  or  commission  nor for any  error of
judgment  or mistake of fact or law,  other than the  Secured  Party's own gross
negligence or willful  misconduct.  This power being coupled with an interest is
irrevocable as long as any Obligation remains unpaid or unperformed.

<PAGE>

                  (f) After the occurrence of a default  hereunder,  the Secured
Party may, without notice to or consent from the Pledgors, sue upon or otherwise
collect,  extend the time of payment of or compromise or settle for cash, credit
or  otherwise  upon any terms any  Account  of any  Pledgor  or any  securities,
instruments or insurance  applicable thereto and/or release the obligor thereon.
The Secured Party is authorized  and empowered in its sole  discretion to accept
the return of the goods represented by any Account of any Pledgor without notice
to or consent by the applicable  Pledgor,  all without discharging or in any way
affecting such Pledgor's liability under this Agreement.

            6. DEFAULT.  If any default in the payment or  performance of any of
the  Obligations  occurs and is  continuing,  if any  representation,  warranty,
report  or  certificate  made in  this  Agreement,  the  Guaranty  or  otherwise
furnished in writing by any Pledgor to the Secured Party in connection with this
Agreement  or the  Guaranty  proves  to have  been  false or  misleading  in any
material  respect when made or deemed made,  if any Pledgor  defaults in the due
observance or  performance of any other  covenant,  condition or agreement to be
observed or performed pursuant to the terms of this Agreement or the Guaranty or
if any Pledgor  becomes  involved as the debtor in any  bankruptcy or insolvency
proceedings, then such Pledgor will be in default under this Agreement.

            7. RIGHTS AND REMEDIES UPON DEFAULT.  (a) Upon any Pledgor's default
under this Agreement or the Guaranty,  and at any time  thereafter,  the Secured
Party may, without  presentment,  demand,  protest or notice of any kind, all of
which are hereby expressly  waived,  declare any or all of the Obligations to be
immediately due and payable.

                  (b) Upon any  Pledgor's  default  under this  Agreement or the
Guaranty,  the  Secured  Party shall also have the right,  without  notice to or
assent by the Pledgors, and without affecting the Obligations, in the applicable
Pledgor's  name or in the Secured  Party's name or  otherwise,  to: (i) ask for,
demand, collect,  receive, compound and give acquittance for the Accounts or any
part thereof; (ii) extend the time of payment of, compromise or settle for cash,
credit or  otherwise,  and upon any terms and  conditions,  any of the Accounts;
(iii)  endorse the  applicable  Pledgor's  name on any  checks,  drafts or other
orders or  instruments  for the payment of moneys payable to such Pledgor issued
in  respect  of any  Accounts  or other  Collateral;  (iv) file any  claims  and
commence,  maintain or  discontinue  any actions,  suits,  or other  proceedings
deemed by the Secured  Party to be  necessary  or  advisable  for the purpose of
collecting or enforcing payment of any Accounts;  (v) execute any instrument and
do any and all other  things  necessary  and proper to protect and  preserve and
realize upon the Accounts or other Collateral and the other rights  contemplated
by this  Agreement;  (vi) notify any or all account  debtors under any or all of
the  Accounts to make  payment  thereof  directly  to the Secured  Party for the
applicable  Pledgor's  account  and to require  such  Pledgor  promptly  to give
similar  notice to the  account  debtors;  and/or  (vii)  require  each  Pledgor
promptly  to account for and  transmit to the Secured  Party in the same form as
received all proceeds  (other than physical  property) of collection of Accounts
received by such Pledgor and, until so transmitted to the Secured Party, to hold
such  proceeds in trust for the Secured  Party and not  commingle  them with any
other of such Pledgor's funds.

<PAGE>

                  (c) Upon any  Pledgor's  default  under this  Agreement or the
Guaranty,  the  Secured  Party shall also have the right,  without  notice to or
assent by any Pledgor  (except as provided in clause (i) of this paragraph (c)),
and without  affecting the Obligations,  in the applicable  Pledgor's name or in
the Secured  Party's  name or  otherwise,  to: (i) upon  notice to such  effect,
require such Pledgor to deliver,  at its expense,  any or all of the  Collateral
and all books of account, records, ledgers, reports, correspondence,  schedules,
documents,  statements,  lists and other writings  relating to the Collateral to
the Secured Party at a place designated by the Secured Party (and after delivery
thereof  such  Pledgor  will  have  no  further  claim  to or  interest  in such
Collateral);  (ii) take possession of any or all of the Collateral and all books
of account,  records, ledgers, reports,  correspondence,  schedules,  documents,
statements,  lists and other writings  relating to the Collateral  and, for that
purpose,  to enter,  with the aid and  assistance  of any person or entity,  any
premises  where  the  Collateral  or any part  thereof  is or may be  placed  or
assembled, and to remove any of such Collateral and documents; (iii) execute any
instrument and do all other things  necessary and proper to protect and preserve
and  realize  upon the  Collateral  and the other  rights  contemplated  by this
Agreement;  and/or (iv) without  obligation to resort to other security,  at any
time and from time to time, sell, re-sell,  assign and deliver all or any of the
Collateral,  in one or more  parcels  at the same or  different  times,  and all
right,  title and  interest,  claim and demand  therein and right of  redemption
thereof,  at  public  or  private  sale,  for cash,  upon  credit or for  future
delivery, and at such price or prices and on such terms as the Secured Party may
determine,  with the  amounts  realized  from any such sale to be applied in the
manner provided in Section 9.

                  (d) In addition to any rights and  remedies  contained in this
Agreement or now or hereafter  granted  under  applicable  law and not by way of
limitation of any such rights and remedies, the Secured Party shall have all the
rights and  remedies of a secured  party under the  Uniform  Commercial  Code as
enacted  in any  applicable  jurisdiction.  The  Secured  Party  may take  legal
proceedings for the appointment of a receiver or receivers (to which the Secured
Party  shall be  entitled  as a  matter  of  right)  to take  possession  of the
Collateral pending the sale thereof pursuant either to the power of sale granted
by this  Agreement  or to a  judgment,  order  or  decree  made in any  judicial
proceeding for the foreclosure or involving the enforcement of this Agreement.

                  (e) Each Pledgor  agrees that all of the foregoing  rights and
actions  specified in paragraphs  (a), (b), (c) and (d) of this Section 7 may be
executed or effected without demand, advertisement or notice (except as required
by law or by clause (i) of  paragraph  (c) of this  Section 7), all of which (to
the extent  permitted by law) are hereby  expressly  waived.  The Secured  Party
shall not be obligated to do any of the acts authorized in this  Agreement,  but
if the Secured  Party elects to do any such act,  the Secured  Party will not be
responsible to the Pledgors except for the Secured Party's own gross  negligence
or willful misconduct.

                  (f) The  Secured  Party  shall  have  the  right  in its  sole
discretion to determine  which rights,  security,  liens,  guarantees,  security
interests  or  remedies  the  Secured  Party  will  retain,   pursue,   release,
subordinate, modify or take any other action with respect to, without in any way
modifying  or  affecting  any  other  of them or any of its  rights  under  this

<PAGE>

Agreement.  Any of each Pledgor's moneys,  deposits,  balances or other property
that may come into the Secured  Party's  possession at any time or in any manner
may in its sole  discretion  be retained by the Secured Party and applied to any
of the Obligations.  Notwithstanding any other rights the Secured Party may have
under applicable law and under this Agreement,  each Pledgor agrees that, should
it at any time be in default under this  Agreement or the Guaranty,  the Secured
Party  shall have the right to apply  (including,  but not limited to, by way of
setoff) any of such  Pledgor's  property held by the Secured Party or any of its
affiliates  (including,  but not  limited to,  deposit  account  balances)  to a
reduction  of the  Obligations.  The  Secured  Party  shall  be  deemed  to have
exercised such right of setoff immediately at the time of making its decision to
do so even  though any charge for such  setoff is made or entered on the Secured
Party's records subsequent to such time.

            8.  SALE OF  COLLATERAL.  Upon  any  sale of any of the  Collateral,
whether made under the power of sale given by this Agreement or under  judgment,
order or decree in any judicial  proceeding  for  foreclosure  or involving  the
enforcement  of this  Agreement:  (a) the Secured Party may bid for the property
being sold and, upon  compliance  with the terms of sale,  may hold,  retain and
possess and dispose of such property in its own absolute  right without  further
accountability and may, in paying the purchase price for such property,  deliver
any notes  evidencing the Obligations or claims for interest  thereon in lieu of
cash in  payment  of the  amount  equal to the  unpaid  amount of such  notes or
claims;  (b) the  Secured  Party  may  make  and  deliver  to the  purchaser  or
purchasers a good and sufficient deed, bill of sale and instrument of assignment
and  transfer  of the  property  sold;  (c) the  Secured  Party  is  irrevocably
appointed each Pledgor's true and lawful attorney-in-fact in such Pledgor's name
and  stead to make  all  necessary  deeds,  bills  of sale  and  instruments  of
assignment and transfer of the property thus sold and for such other purposes as
are necessary or desirable to effectuate the provisions of this  Agreement,  and
for that purpose the Secured Party may execute and deliver all necessary  deeds,
bills of sale and instruments of assignment and transfer, and may substitute one
or more  persons or entities  with like power,  and such  Pledgor  ratifies  and
confirms  all  that  such  Pledgor's  said  attorney,   or  such  substitute  or
substitutes,  shall  lawfully  do by  virtue  of  this  appointment,  but  if so
requested by the Secured Party or by any purchaser  such Pledgor will ratify and
confirm any such sale or transfer by  executing  and  delivering  to the Secured
Party or to such  purchaser  all such  deeds,  bills  of  sale,  instruments  of
assignment  and transfer and releases as may be  designated in any such request;
(d) all of each Pledgor's right, title,  interest,  claim and demand whatsoever,
either at law or in equity or otherwise, in and to the property so sold shall be
divested,  such sale shall be a perpetual bar both at law and in equity  against
such  Pledgor,  its  successors  and  assigns and against any and all persons or
entities  claiming or who may claim the property  sold or any part thereof from,
through or under such  Pledgor or its  successors  or assigns;  (e) each Pledgor
will  terminate  and cease  forthwith  all use of the property so sold;  (f) the
Secured  Party's receipt or a receipt of the officer making such sale shall be a
sufficient  discharge  to the  purchaser  or  purchasers  at such  sale  for the
purchase  money,  and such  purchaser or  purchasers,  and such  purchaser's  or
purchasers'  assigns or personal  representatives,  shall not, after paying such
purchase  money  and  receiving  such  receipt,  be  obligated  to  see  to  the
application  of such purchase  money or be in any way  answerable  for any loss,
misapplication  or  non-application  thereof;  and (g) to the  extent  that each
Pledgor may lawfully do so, such Pledgor

<PAGE>

agrees  that it will not at any time  insist  upon or  plead,  or in any  manner
whatsoever  claim  or take  the  benefit  or  advantage  of,  any  appraisement,
valuation,  stay, extension or redemption law or any law permitting it to direct
the order in which the  Collateral or any part thereof shall be sold,  now or at
any time  hereafter in force,  that may delay,  prevent or otherwise  affect the
performance  or  enforcement  of this  Agreement  or the  Obligations,  and such
Pledgor  expressly  waives all benefit or  advantage  of any such law and agrees
that such  Pledgor will not hinder,  delay or impede the  execution of any power
granted or delegated to the Secured Party in this Agreement, but will suffer and
permit the execution of every such power as though no such law were in force. In
the event of any sale of Collateral,  the Secured Party shall, at least ten days
before such sale,  give the  applicable  Pledgors  written notice of the Secured
Party's intention to sell.

            9.  APPLICATION  OF MONEYS.  Except as  otherwise  provided  in this
Agreement,  all  moneys  the  Secured  Party  receives  in  accordance  with the
provisions of this Agreement shall be applied in the following manner: FIRST, to
the  payment  of  all  costs  and  expenses  incurred  in  connection  with  the
administration and enforcement of, or the preservation of any rights under, this
Agreement or the Guaranty and the realization on the Collateral (including,  but
not limited to, the reasonable  fees and  disbursements  of the Secured  Party's
counsel and agents); and SECOND, to the payment of all other Obligations in such
order as the Secured  Party may choose.  Any surplus  shall be accounted  for as
required by law.

            10.  WAIVERS,  AMENDMENTS,  REQUIRED  NOTICES.  Each Pledgor  waives
notice  of  acceptance  of  this  Agreement,   notice  of  nonpayment,   demand,
presentment, protest and notice thereof with respect to any and all instruments,
notice of Collateral received or delivered or any other action taken in reliance
on this Agreement and all other demands and notices of any  description,  except
such as are expressly  provided for in this Agreement or which by applicable law
may not be waived  on the date of this  Agreement.  No  failure  on the  Secured
Party's part to exercise, and no delay in exercising, any right, power or remedy
under this Agreement  shall operate as a waiver thereof or of any default by any
Pledgor under this  Agreement,  nor shall any single or partial  exercise by the
Secured Party of any right,  power or remedy under this  Agreement  preclude any
other or future  exercise  thereof or the exercise of any other right,  power or
remedy.  No amendment or  modification  of this  Agreement nor any waiver of any
provision of this Agreement or consent to any departure by any Pledgor therefrom
shall be effective  unless it is in writing and signed by the Secured  Party and
then any such waiver or consent shall be effective only in the specific instance
and for the  purpose  for which  given.  No  notice to or demand on any  Pledgor
shall,  of itself,  entitle any Pledgor to any other or further notice or demand
in  similar  or  other  circumstances.  Except  as  otherwise  provided  in this
Agreement,  if notice,  whether before or after any default by any Pledgor under
this  Agreement or the Guaranty has occurred,  is required by law to be given by
the Secured  Party to the Pledgors,  each Pledgor  agrees that five days' notice
given in the manner provided in Section 12 will be reasonable notice.

            11. CUMULATIVE RIGHTS AND REMEDIES.  This Agreement and the security
interest  granted by this  Agreement are in addition to and not in  substitution
for any other security

<PAGE>

interest now or hereafter held by the Secured Party,  and this Agreement is, and
is intended to be, a continuing  agreement  and shall not operate as a merger of
any contract debt or suspend the  fulfillment  of or affect the Secured  Party's
rights,  remedies or powers in respect of any  obligation or other security held
by the Secured Party for the fulfillment  thereof. The remedies provided in this
Agreement are cumulative and are not exclusive of any remedy provided by law.

            12. NOTICES. Any notice given under this Agreement shall be given in
writing (including  teletransmissions) and mailed,  teletransmitted or delivered
by the party  giving  such  notice to the other  party at the address or telefax
number,  if to the Secured Party,  indicated  beneath its signature line of this
Agreement or, if to any Pledgor,  indicated  beneath its signature  line of this
Agreement or, as to each such party,  at such other address or telefax number as
may be  designated  by such  party by  notice  complying  with the terms of this
Section  12.  All  notices  under  this  Agreement  shall be deemed  given  when
deposited in the mails or delivered or teletransmitted, addressed as provided in
this Section 12.

            13. COSTS AND EXPENSES.  Each Pledgor agrees to pay,  promptly after
demand,  whether or not any default by any Pledgor  under this  Agreement or the
Guaranty  has  occurred  and  whether  or not any  proceeding  to  enforce  this
Agreement or the  Obligations  has been  commenced,  all of the Secured  Party's
reasonable  costs and expenses,  including  (but not limited to) all  reasonable
fees and  disbursements  of the  Secured  Party's  legal  counsel,  incurred  in
connection with the enforcement of this Agreement, the security interest granted
by this Agreement,  the receipt of proceeds of Collateral  under this Agreement,
the care and  preservation of the Collateral or the preparation of any requested
amendments  to this  Agreement,  modifications  of this  Agreement or waivers or
consents in connection with this Agreement. Any such expenses so incurred by the
Secured  Party  shall  be  specified  to the  Pledgors,  shall  be  part  of the
Obligations and shall be secured by the Collateral.

            If any tax,  assessment,  charge  or claim is  claimed  or made with
respect to the  Collateral  that in the Secured  Party's  opinion  may  possibly
create a valid obligation  having priority over the security interest granted to
the  Secured  Party  by this  Agreement,  the  Secured  Party  may,  in its sole
discretion and without notice, pay such taxes,  assessments,  charges or claims,
and the amount thereof shall be specified to the Pledgors,  shall be part of the
Obligations and shall be secured by the Collateral.

            Upon any  Pledgor's  failure to perform any of the its duties  under
this  Agreement,  the Secured Party may, but shall not be obligated to,  perform
any or all of such  duties,  and the Pledgors  will pay to the Secured  Party on
written demand an amount equal to the cash or out-of-pocket  expense incurred by
the Secured Party in so doing plus  interest  thereon from the date such expense
is incurred  until it is paid at a rate per annum  equal to the highest  rate of
interest payable by the Pledgors from time to time on the Obligations.

            14.   SUCCESSORS   AND   ASSIGNS,   GOVERNING   LAW,   SURVIVAL  AND
SEVERABILITY. This Agreement, shall inure to the benefit of and shall be binding
upon each of the  parties  and  respective  successors  and  assigns;  PROVIDED,
HOWEVER,  that no Pledgor may assign its rights or obligations  hereunder or any
interest herein and any assignment in violation hereof shall be void.

<PAGE>

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York. All covenants, agreements, representations and warranties
made by each Pledgor in this Agreement  shall survive the execution and delivery
of this  Agreement  and shall  continue  in full force and effect so long as any
Obligation  remains  unpaid or  unperformed.  If any part of this  Agreement  is
contrary  to,   prohibited  by  or  deemed  invalid  under   applicable  law  or
regulations,  such  provision  shall be  inapplicable  and deemed omitted to the
extent so contrary,  prohibited or invalid,  but the remainder of this Agreement
shall not be  invalidated  and shall be given  full  force and  effect so far as
possible,  and any such prohibition or invalidity in any jurisdiction  shall not
invalidate such provision or render it unenforceable in any other jurisdiction.

            15. NO ASSUMPTIONS OF DUTIES; LIMITATION ON LIABILITIES. (a) Nothing
in this  Agreement  shall be construed to  constitute  the Secured  Party as any
Pledgor's agent for any purpose whatsoever.  The Secured Party does not, by this
Agreement or any assignment or otherwise,  assume any obligations of any Pledgor
under any Collateral,  or any contract or agreement  relating to any Collateral,
and the Secured Party shall not be responsible in any way for performance of any
of the terms and conditions thereof.

                  (b)  Neither  the  Secured  Party  nor  any of its  directors,
officers,  agents or  employees  shall be liable to any person or entity for any
action  taken or  omitted  by it or any of its  directors,  officers,  agents or
employees under this Agreement or with respect to any  transaction  contemplated
by this Agreement, except for the Secured Party's or such director's, officer's,
agent's  or  employee's  own gross  negligence  or willful  misconduct.  Without
limiting  the  generality  of the  foregoing,  the  Secured  Party  shall not be
responsible  or liable for any damage,  loss or  destruction  of any part of the
Collateral,  wherever it may be located  and  regardless  of the cause  thereof,
unless due to its own gross negligence or willful misconduct.  The Secured Party
shall  not,  under  any  circumstances  or in any  event  whatsoever,  have  any
liability  for any  error or  omission  or delay  of any kind  occurring  in the
settlement,  collection or payment of any Collateral or any instrument  received
in payment thereof or for any damage resulting  therefrom.  Each Pledgor assumes
all responsibility and liability arising from the use of the Collateral and will
pay, and indemnify and holds the Secured  Party  harmless from and against,  any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever  with  respect to its right,  title and interest in, to and under the
Collateral.

            16.   AMENDMENTS,   MODIFICATIONS   AND  WAIVERS   WITH  RESPECT  TO
OBLIGATIONS.  Each Pledgor hereby  consents  that,  without the necessity of any
reservation  of rights against it and without notice to or further assent by it,
the  liability  of any  other  person  or  entity  on or  for  any  part  of the
Obligations,  or any collateral security or guaranty therefor or right of offset
with respect  thereto,  may from time to time,  in whole or in part, be renewed,
extended, amended, modified,  accelerated,  compromised,  waived, surrendered or
released  and any other  collateral  security  document  or guaranty or document
delivered  in  connection  therewith to which such Pledgor is not a party may be
amended, modified, supplemented, restated or terminated, in whole or in part, as
the  Secured  Party may deem  advisable  from time to time,  and any  collateral
security  or  guaranty  or right of offset at any time held for  payment  of the
Obligations  may be

<PAGE>

sold,  waived,  surrendered  or  released,  all  without  the  necessity  of any
reservation  of rights  against  such  Pledgor and without  notice to or further
assent  by  such  Pledgor,   and  such  Pledgor  will  remain  bound   hereunder
notwithstanding  any  such  renewal,  extension,   modification,   acceleration,
compromise,  amendment,  supplement,  restatement,  termination, sale, exchange,
waiver, surrender or release. Each Pledgor waives any and all notice of or proof
of reliance by the Secured Party on this Agreement, and the Obligations, and any
of them,  shall  conclusively  be  deemed to have been  created,  contracted  or
incurred in reliance upon this Agreement,  and all dealings  between the parties
shall  likewise  be  conclusively  presumed to have been had or  consummated  in
reliance on this Agreement. Each Pledgor waives (to the fullest extent permitted
by  applicable  law)  diligence,  presentment,  protest,  demand for payment and
notice of default or nonpayment to with respect to the Obligations.

            17. NO SUBROGATION.  Notwithstanding any payment or payments made by
any Pledgor  hereunder,  the  receipt of any  amounts by the Secured  Party with
respect to the Collateral or any set-off or  application of any Pledgor's  funds
by the Secured Party, each Pledgor shall not be entitled to be subrogated to any
of the Secured  Party's rights  against any  collateral  security or guaranty or
right of offset  held by the Secured  Party for the payment of the  Obligations,
until this Agreement has terminated in accordance with Section 20 hereof.

            18. HEADINGS;  CONSTRUCTION. The headings used in this Agreement are
for  convenience  only and are not to be considered a part of this Agreement and
do not in any way limit or amplify the terms and  provisions of this  Agreement.
When the context so requires, the singular number shall be read as if the plural
were  expressed  and the  provisions  of this  Agreement  shall be read with all
grammatical  changes  necessary  dependent upon the person or entity referred to
being a male, female, firm or corporation.

            19.  SUBMISSION TO JURISDICTION.  Each Pledgor  expressly submits to
the  jurisdiction  of all federal and state courts  located in the County of New
York,  State of New York and any appellate courts  therefrom,  and consents that
any order,  process or other paper may be served upon it within or without  such
court's  jurisdiction by registered  mail or by personal  service at the address
specified  pursuant  to  Section  12  hereof,  PROVIDED  a  reasonable  time for
appearance is allowed.  Each Pledgor irrevocably waives any objection it may now
or  hereafter  have to the  laying  of venue of any suit,  action or  proceeding
arising  out of or  relating  to this  Agreement  brought  in any such court and
further  irrevocably  waives any claim that any such suit,  action or proceeding
brought in any such court has been  brought in an  inconvenient  forum.  Nothing
contained  in this  Agreement  shall affect the Secured  Party's  right to serve
legal  process in any other  manner  permitted  by law or to bring any action or
proceeding  against  any  Pledgor  or  its  property  in  the  courts  of  other
jurisdictions.

            20. DEFEASANCE.  Upon the indefeasible  satisfaction in full in cash
of the  Obligations,  this Agreement  shall terminate and be of no further force
and effect.  Notwithstanding  the preceding  sentence,  the indemnity  agreement
contained  in  Section  15(b)  hereof  shall  survive  the  termination  of this
Agreement.

<PAGE>

            21.  PRIOR  UNDERSTANDINGS.  This  Agreement  supersedes  all  prior
understandings  and  agreements,  whether  written or oral,  between the parties
relating to the transactions provided for herein.

            22.  COUNTERPARTS.  This  Agreement may be executed in any number of
counterparts and by the parties hereto on separate counterparts,  each of which,
when so executed and delivered,  shall be an original, but all such counterparts
shall together  constitute  one and the same  instrument.  Counterparts  of this
Agreement may be executed by facsimile transmission.

            23.  WAIVER OF JURY TRIAL.  EACH PLEDGOR AND, BY ITS  ACCEPTANCE  OF
THIS   AGREEMENT,   THE  SECURED  PARTY  HEREBY   KNOWINGLY,   VOLUNTARILY   AND
INTENTIONALLY  WAIVE ANY RIGHT SUCH  PLEDGOR OR THE SECURED  PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTE  ARISING  UNDER OR RELATING TO THIS  AGREEMENT  AND
AGREE THAT ANY SUCH  DISPUTE  SHALL BE TRIED  BEFORE A JUDGE  SITTING  WITHOUT A
JURY.

                                         GUIDELINE RESEARCH CORP.

                                         By /s/ Peter M. Stone
                                            ------------------------------------
                                            Name:  Peter M. Stone
                                            Title: Vice President

                                         U.S. Tax ID No.:_______________________
                                         Jurisdiction of incorporation: New York

                                         Address for notices:

                                         3 West 35th Street, 7th Floor
                                         New York, New York 10001
                                         Attention:
                                         Telephone No.:
                                         Telefax No.:

<PAGE>

                                         TABLINE DATA SERVICES, INC.

                                         By /s/ Peter M. Stone
                                            ------------------------------------
                                            Name:  Peter M. Stone
                                            Title: Vice President

                                         U.S. Tax ID No.:_______________________
                                         Jurisdiction of incorporation: New York

                                         Address for notices:

                                         3 West 35th Street, 7th Floor
                                         New York, New York 10001
                                         Attention:
                                         Telephone No.:
                                         Telefax No.:


                                         GUIDELINE/CHICAGO, INC.

                                         By /s/ Peter M. Stone
                                            ------------------------------------
                                            Name:  Peter M. Stone
                                            Title: Vice President

                                         U.S. Tax ID No.:_______________________
                                         Jurisdiction of incorporation: Illinois

                                         Address for notices:

                                         450 East 22nd Street
                                         Lombard, IL 60148
                                         Attention:
                                         Telephone No.:
                                         Telefax No.:

<PAGE>

                                         ADVANCED ANALYTICS, INC.

                                         By /s/ Peter M. Stone
                                            ------------------------------------
                                            Name:  Peter M. Stone
                                            Title: Vice President

                                         U.S. Tax ID No.:_______________________
                                         Jurisdiction of incorporation: New York

                                         Address for notices:

                                         3 West 35th Street, 7th Floor
                                         New York, New York 10001
                                         Attention:
                                         Telephone No.:
                                         Telefax No.:


                                         GUIDELINE CONSULTING CORP.

                                         By /s/ Peter M. Stone
                                            ------------------------------------
                                            Name:  Peter M. Stone
                                            Title: Vice President

                                         U.S. Tax ID No.:_______________________
                                         Jurisdiction of incorporation: New York

                                         Address for notices:

                                         3 West 35th Street, 7th Floor
                                         New York, New York 10001
                                         Attention:
                                         Telephone No.:
                                         Telefax No.:

<PAGE>

ACCEPTED:

JPMORGAN CHASE BANK

By /s/ Steven J. Szanto
   ----------------------------
   Title: Vice President

Address for notices:

1166 Avenue of the Americas
New York, New York  10036
Attention:  Stephen Szanto
Telephone No.: (212) 899-1384
Telefax No.: (212) 899-2911