SECURITY AGREEMENT

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

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

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

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

      Section 1. Definitions

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

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

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

            "Accounts": as defined in the Local UCC.

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

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

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

<PAGE>

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

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

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

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

            "Documents": as defined in the Local UCC.

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

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

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


                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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


                                      -3-
<PAGE>

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

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

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

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

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

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

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

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

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


                                      -4-
<PAGE>

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

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

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

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

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

      Section 3. Delivery of the Collateral

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

      Section 4. Representations and Warranties

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

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


                                      -5-
<PAGE>

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

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

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

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

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

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


                                      -6-
<PAGE>

      Section 5. Covenants

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

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

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

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

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

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


                                      -7-
<PAGE>

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

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

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

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


                                      -8-
<PAGE>

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

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


                                      -9-
<PAGE>

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

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

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

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

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

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

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


                                      -10-
<PAGE>

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

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

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

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

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

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

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

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


                                      -11-
<PAGE>

      Section 7. Remedies upon Default

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

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

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


                                      -12-

<PAGE>

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

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


                                      -13-
<PAGE>

      Section 8. Application of Proceeds of Sale

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

      Section 9. Reimbursement of the Bank

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

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


                                      -14-
<PAGE>

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

      Section 10. Waivers; Amendment

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

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

      Section 11. Securities Laws; Registration Rights

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


                                      -15-
<PAGE>

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

      Section 12. Security Interest Absolute

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


                                      -16-
<PAGE>

      Section 13. Notices

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

      Section 14. Binding Effect; Several Agreement; Assignments

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

      Section 15. Survival of Agreement; Severability

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

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

      Section 16. GOVERNING LAW

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


                                      -17-
<PAGE>

      Section 17. Counterparts

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

      Section 18. Headings

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

      Section 19. SUBMISSION TO JURISDICTION, SERVICE OF PROCESS

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

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

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


                                      -18-
<PAGE>

      Section 20. WAIVER OF JURY TRIAL

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

      Section 21. Additional Grantors

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

      Section 22. LIMITATION OF LIABILITY

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

                  [remainder of page intentionally left blank]


                                      -19-
<PAGE>

      Section 23. Arbitration

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

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

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

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

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

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

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


                                      -20-
<PAGE>

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


FIND/SVP, INC.


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


ATLANTIC RESEARCH & CONSULTING, INC.


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


SIGNIA PARTNERS INCORPORATED


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


TTECH ACQUISITION CORP.


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

<PAGE>


GUIDELINE RESEARCH CORP.


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


GUIDELINE/CHICAGO, INC.


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


ADVANCED ANALYTICS, INC.


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


TABLINE DATA SERVICES, INC.


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


FLEET NATIONAL BANK, a Bank of
America company


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