EXECUTION

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                                CREDIT AGREEMENT

                           Dated as of March 31, 2005

                                     between

                                 FIND/SVP, INC.,
                                as the Borrower,

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

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<PAGE>

                                TABLE OF CONTENTS

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

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

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

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

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

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

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                              Table of Contents
                                 (Continued)
                                                                          Page
                                                                          ----

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

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

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

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

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

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


                                       ii
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                              Table of Contents
                                 (Continued)

                                                                          Page
                                                                          ----

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


                                      iii
<PAGE>

SCHEDULES

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

EXHIBITS

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


                                       iv
<PAGE>

                                                                       EXECUTION

                                CREDIT AGREEMENT

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

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

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

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

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

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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


                                       1
<PAGE>

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

      "Agreement" means this Credit Agreement.

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

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

      (a) with respect to Revolving Credit Loans:

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

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

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

      (b) with respect to the Term Loan:

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

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

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

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

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

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


                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

      "Borrowing Base" shall mean:

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

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

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


                                       3
<PAGE>

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

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

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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


                                       5
<PAGE>

      "Code" means the Internal Revenue Code of 1986.

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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

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


                                       7
<PAGE>

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

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

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

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

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

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

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

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


                                       8
<PAGE>

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

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


                                       9
<PAGE>

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

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

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

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

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

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

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


                                       10
<PAGE>

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

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

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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

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

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

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

            (f) capital leases and Synthetic Lease Obligations;

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


                                       13
<PAGE>

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

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

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

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

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

      "IRS" means the United States Internal Revenue Service.

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

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

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

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

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

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

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

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

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


                                       17
<PAGE>

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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


                                       19
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       20
<PAGE>

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

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

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

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

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

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

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

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

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


                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       22
<PAGE>

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

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

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

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

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

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


                                       23
<PAGE>

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

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

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

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

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

      "Threshold Amount" means $500,000.

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

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

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

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

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

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

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


                                       24
<PAGE>

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

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

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

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

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

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


                                       25
<PAGE>

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

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

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01. Revolving Credit Loans and Term Loan.

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

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

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


                                       26
<PAGE>

      2.02. Borrowings, Conversions and Continuations of Loans.

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

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

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

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


                                       27
<PAGE>

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

      2.03. Letters of Credit.

      (a) The Letter of Credit Commitment.

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

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

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

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

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


                                       29
<PAGE>

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

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

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

      (c) Drawings and Reimbursements; Funding of Participations.

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


                                       30
<PAGE>

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

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

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

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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


                                       32
<PAGE>

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

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

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

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

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

      2.04. Prepayments.

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


                                       33
<PAGE>

      (b) Mandatory.

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

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

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

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


                                       34
<PAGE>

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

      2.06. Repayment of Loans.

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

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

      2.07. Interest.

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

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


                                       35
<PAGE>

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

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

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

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

      2.08. Fees.

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

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

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


                                       36
<PAGE>

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

      2.11. Payments Generally.

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

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

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01. Taxes.

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


                                       37
<PAGE>

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

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

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

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

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


                                       38
<PAGE>

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

      3.04. Increased Costs; Reserves on LIBOR Loans.

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

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

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

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

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

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


                                       39
<PAGE>

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

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

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

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

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

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

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


                                       40
<PAGE>

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

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

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO Credit Extensions

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

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

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

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


                                       41
<PAGE>

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

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

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

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

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

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

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

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

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


                                       42
<PAGE>

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

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

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

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

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

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

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

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


                                       43
<PAGE>

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

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

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

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

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

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

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

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

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


                                       44
<PAGE>

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that:

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

      5.02. Authorization; No Contravention.

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

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

      5.03. Governmental Authorization; Other Consents.

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


                                       45
<PAGE>

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

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

      5.05. Financial Statements; No Material Adverse Effect.

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

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

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

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


                                       46
<PAGE>

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

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

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

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

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

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


                                       47
<PAGE>

      5.12. ERISA Compliance.

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

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

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

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

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

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


                                       48
<PAGE>

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

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

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

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

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


                                       49
<PAGE>

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

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


                                       50
<PAGE>

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

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

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

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

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

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


                                       51
<PAGE>

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

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

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

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

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

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

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

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


                                       52
<PAGE>

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

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

      6.03. Notices. Promptly notify the Lender:

      (a) of the occurrence of any Default;

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

      (c) of the occurrence of any ERISA Event;

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

      (e) of any Internal Control Event.

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


                                       53
<PAGE>

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

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

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

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

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

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


                                       54
<PAGE>

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

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

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

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

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

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

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

      (a) Liens pursuant to any Loan Document;

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


                                       55
<PAGE>

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

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

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

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

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

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

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

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

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

      7.02. Investments. Make any Investments, except:

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

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


                                       56
<PAGE>

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

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

      (e) Guarantees permitted by Section 7.03;

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

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

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

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

      (a) Indebtedness under the Loan Documents;

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

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

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

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

      (f) the Earnout Obligations;

      (g) the Petra Series A Preferred Stock Dividends;


                                       57
<PAGE>

      (h) the Petra Series A Preferred Stock Redemption;

      (i) the Guideline Redemption; and

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

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

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

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

      (c) the actions described on Schedule 7.04.

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

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

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

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

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

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

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


                                       58
<PAGE>

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

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

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

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

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

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

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

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

      (e) the Earnout Obligations may be paid;

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

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

      (h) the Guideline Redemption may occur.

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

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


                                       59
<PAGE>

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

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

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

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

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


                                       60
<PAGE>
                                                            Minimum
                                                         Consolidated
                    Four Fiscal Quarter Ending              EBITDA
            ------------------------------------------------------------
            March 31, 2005                                  $600,000
            June 30, 2005                                 $1,000,000
            September 30, 2005                            $1,100,000

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

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

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

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

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

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

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


                                       61
<PAGE>

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

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

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

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

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

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

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

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

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

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

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


                                       62
<PAGE>

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

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

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

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


                                       63
<PAGE>

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

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

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

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

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

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

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

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

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


                                       64
<PAGE>

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

                                  ARTICLE IX.
                               COLLATERAL SECURITY

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

                                   ARTICLE X.
                                  MISCELLANEOUS

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

      10.02. Notices; Effectiveness; Electronic Communication.

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


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<PAGE>

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

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

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

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

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

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

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


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<PAGE>

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

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

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

      10.04. Expenses; Indemnity; Damage Waiver.

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


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<PAGE>

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

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

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

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

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


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<PAGE>

      10.06. Successors and Assigns.

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

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

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


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<PAGE>

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

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

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

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


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<PAGE>

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

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

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

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


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<PAGE>

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

      10.13. Governing Law; Jurisdiction; Etc.

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

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

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


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<PAGE>

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

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

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

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

      10.17. Arbitration

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

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

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


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<PAGE>

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

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

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

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

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

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


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<PAGE>

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

                             FIND/SVP, INC.


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

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



<PAGE>

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


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