GUARANTEE AGREEMENT

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

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

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

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

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

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

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

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

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

<PAGE>

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

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


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<PAGE>

      Section 2. Obligations Not Waived

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

      Section 3. Security

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

      Section 4. Guarantee of Payment

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


                                      -3-
<PAGE>

      Section 5. No Discharge or Diminishment of Guarantee

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

      Section 6. Defenses of Borrower Waived

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

      Section 7. Agreement to Pay; Subordination

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


                                      -4-
<PAGE>

      Section 8. Information

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

      Section 9. Representations and Warranties

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

      Section 10. Termination

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

      Section 11. Binding Effect; Several Agreement; Assignments

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


                                      -5-
<PAGE>

      Section 12. Waivers; Amendment

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

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

      Section 13. GOVERNING LAW

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

      Section 14. Notices

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


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<PAGE>

      Section 15. Survival of Agreement; Severability

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

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

      Section 16. Counterparts

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

      Section 17. Rules of Interpretation

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

      Section 18. Jurisdiction; Consent to Service of Process

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


                                      -7-
<PAGE>

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

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

      Section 19. LIMITATION OF LIABILITY

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

      Section 20. WAIVER OF JURY TRIAL

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


                                      -8-
<PAGE>

      Section 21. Additional Guarantors

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

      Section 22. Right of Setoff

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

      Section 23. Expenses

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

      Section 24. Arbitration.

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


                                      -9-
<PAGE>

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

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

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

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

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

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


                                      -10-
<PAGE>

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


                              ATLANTIC RESEARCH  & CONSULTING, INC.


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


                              SIGNIA PARTNERS INCORPORATED


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


                              TTECH ACQUISITION CORP.


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


                              GUIDELINE RESEARCH CORP.


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


                                      -11-
<PAGE>

                              GUIDELINE/CHICAGO, INC.


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


                              ADVANCED ANALYTICS, INC.


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


                              TABLINE DATA SERVICES, INC.


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


                                      -12-