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                                                                   EXHIBIT 10.33

                         FINANCIAL ADVISORY AGREEMENT


          FINANCIAL ADVISORY AGREEMENT (the "Agreement") dated as of January 
1, 1998 by and between ZS FUND L.P., a Delaware partnership with offices at 
120 West 45th Street, Suite 2600, New York, New York 10036 (the "Advisor"), 
and MARKET FACTS, INC., a Delaware corporation with offices at 3040 West Salt 
Creek Lane, Arlington Heights, Illinois ("MFI").

          WHEREAS, MFI proposes to enter into negotiations for the 
acquisition of ninety percent (90%) of the outstanding capital stock of 
Strategy Research Corporation ("SRC"), representing all of the shares of 
SRC's outstanding capital stock owned by shareholders other than MFI (the 
"SRC Acquisition"); and

          WHEREAS, MFI proposes to enter into negotiations for the 
acquisition of certain of the assets and assumption of certain of the 
liabilities of Tandem Research Associates, Inc. ("TRA") (the "TRA 
Acquisition").

          NOW, THEREFORE, in consideration of the premises and the mutual 
agreements herein contained, the parties agree as follows:

          1.   RESPONSIBILITY OF THE ADVISOR

          The Advisor shall provide to MFI and its affiliates on a 
non-exclusive basis certain financial advisory services related to MFI's 
acquisition program including, without limitation, evaluation and 
interpretation of financial data and reports concerning structuring 
strategies and alternatives related to such acquisition opportunities.

          2.   COMPENSATION

          In consideration of the benefits and services MFI shall receive 
hereunder, MFI shall pay to the Advisor a financial advisory success fee (the 
"Fee") of (1) $50,000 upon the consummation of the SRC Transaction and (2) 
$300,000 upon the consummation of the TRA Transaction.

          3.   INDEMNIFICATION AND CONTRIBUTION

               3.1  INDEMNIFICATION.  MFI agrees to indemnify and hold 
harmless each of the Advisor, and its officers, directors, employees, 
shareholders and agents (each such person being referred to herein as an 
"Indemnified Person") from and against any and all losses, claims, damages or 
liabilities related in any way to, arising out of or in connection with the 
services provided by the Advisor hereunder ("Indemnified Claims"), and will 
reimburse each indemnified Person for all reasonable expenses (including 
reasonable fees and expenses of 

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counsel) as they are incurred in connection with investigating, preparing, 
pursuing or defending any action, claim, suit, investigation or proceeding 
related in any way to, arising out of or in connection with the Indemnified 
Claims, whether or not pending or threatened and whether or not any 
Indemnified Party is a party.  MFI will not, however, be responsible for any 
losses, claims, damages or liabilities (or expenses relating thereto) that 
are finally judicially determined to have resulted from the bad faith, 
willful misconduct or gross negligence of any Indemnified Person or to have 
been beyond the scope of such person's authority under this Agreement.  MFI 
also agrees that no Indemnified Person shall have any liability (whether 
direct or indirect, in contract or tort or otherwise) to MFI for or in 
connection with the Indemnified Claims except for any such liability for 
losses, claims, damages or liabilities incurred by MFI that are finally 
judicially determined to have resulted from the bad faith, willful misconduct 
or gross negligence of such Indemnified Person.

          MFI will not, without each Indemnified Person's prior written 
consent, settle, compromise, consent to the entry of any judgment in or 
otherwise seek to terminate any action, claim, suit or proceeding (whether or 
not such Indemnified Person is a party thereto) in respect of which 
indemnification may be sought hereunder unless such settlement, compromise, 
consent or termination includes a full and unconditional release of such 
Indemnified Person from any and all liabilities arising out of such action, 
claim, suit or proceeding, except that a settlement, compromise, consent or 
termination need not include a full and unconditional release of such 
Indemnified Person if MFI has (i) given the Advisor reasonable prior notice 
of such settlement, compromise, consent or termination, (ii) consulted in 
good faith with the Advisor regarding the failure to include therein a full 
and unconditional release of such Indemnified Person and (iii) confirmed in 
writing that the indemnification provided for in this Section 3.1 shall 
continue to its full extent with respect to the action, claim, suit or 
proceeding which has been settled, compromised, consented to or terminated 
and any other actions, claims, suits or proceeding arising out of the facts 
and circumstances which gave rise to the action, claim, suit or proceeding 
which has been settled, compromised, consented to or terminated to which such 
Indemnified Person would have otherwise been entitled to indemnification 
under this Section 3.1.  No Indemnified Person seeking indemnification, 
reimbursement or contribution under this Agreement will, without MFI's prior 
written consent, settle, compromise, consent to the entry of any judgment in 
or otherwise seek to terminate any action, claim, suit, investigation or 
proceeding referred to in the preceding paragraph.

               3.2  CONTRIBUTION.  If the indemnification provided for in 
Section 3.1 is judicially determined to be unavailable (other than in 
accordance with the second sentence of the first paragraph of Section 3.1) to 
an Indemnified Person in respect of any losses, claims, damages or 
liabilities referred to herein, then, in lieu of indemnifying such 
Indemnified Person hereunder, MFI shall contribute to the amount paid or 
payable by such Indemnified Person as a result of such losses, claims, 
damages or liabilities (and expenses relating thereto) in such proportion as 
is appropriate to reflect not only the relative benefits to the Advisor and 
its affiliates, on the one hand, and MFI, on the other hand, in connection 
with the services 

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heretofore provided to MFI by the Advisor but also the relative fault of each 
of the Advisor and its affiliates and MFI, as well as any other relevant 
equitable considerations.

               3.3  SURVIVAL.  All the provisions of this Section 3 shall 
remain in full force and effect with respect to actions taken by the Advisor 
prior to any termination or completion of the Advisor's services under this 
Agreement or the termination of this Agreement, regardless of such 
termination or completion.

          4.   MODIFICATION

          This Agreement contains the entire agreement of the parties with 
respect to the subject matter hereof.  Any change, modification, amendment or 
alteration to this Agreement shall be effected only in writing and signed by 
the party or parties against whom enforcement of any such change, 
modification, amendment or alteration is sought.

          5.   NONWAIVER

          The failure of any party hereto, at any time to require performance 
by any party hereto of any provision hereof, shall in no way affect the right 
of such failing party hereafter to enforce such provision nor shall any 
waiver by any part of any breach of any provisions hereof be taken or held to 
be a waiver of any succeeding breach of such provision or as a waiver of the 
provision itself.

          6.   SEVERABILITY

          If any provision or provisions of this Agreement is held to be 
invalid or unenforceable, such provision shall be automatically reformed and 
construed so as to be valid, operative and enforceable to the maximum extent 
permitted by law or equity while most nearly preserving its original intent. 
The invalidity of any party of this Agreement shall not render invalid the 
remaining provisions of this Agreement and, to that extent, the provisions of 
this Agreement shall be deemed to be severable.

          7.   HEADINGS

          The headings of this Agreement are inserted for convenience only 
and shall not be considered in construction of the provisions hereof.

          8.   ASSIGNMENT AND SUCCESSORS; BINDING EFFECT, ETC.

          The rights and obligations of the Advisor and of MFI under this
Agreement shall inure to the benefit of and shall be binding upon the
successors of the Advisor and of MFI and may not be assigned without the
written consent of the other party hereto, and any such 


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purported assignment shall be null and void.

          9.   GOVERNING LAW

          The terms of this Agreement shall be governed by and construed in 
accordance with the laws of the State of Illinois without regard to 
principles of conflicts of law.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
on the date first above written.

                                            ZS FUND L.P.

                                            By: /s/ Ned L. Sherwood
                                               --------------------------
                                            Name:  Ned L. Sherwood
                                            Title: Partner


                                            MARKET FACTS, INC.

                                            By: /s/ Timothy J. Sullivan
                                               --------------------------
                                            Name:  Timothy J. Sullivan
                                            Title: Senior V.P.


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