EXHIBIT 10.33

1



                                                  SWING LINE NOTE


U.S.$5,000,000.00 Dated: November 20, 1998


                  FOR VALUE RECEIVED,  the undersigned,  HAGLER BAILLY,  INC., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on
the Maturity  Date to the order of  NATIONSBANK,  N.A. (the  "Lender"),  and its
successors and assigns,  the principal  amount of the lesser of (x) FIVE MILLION
UNITED STATES DOLLARS ($5,000,000.00) and (y) the aggregate amount of Swing Line
Loans  made  by the  Lender  to the  Borrower  pursuant  to  the  Agreement  (as
hereinafter defined) and remaining  outstanding on such date.  Capitalized terms
used (but not defined) in this Swing Line Note shall have the meanings  given to
them in the Agreement (as hereinafter defined).

                  The Borrower promises to pay interest from the initial Funding
Date of such Swing Line Loans until the Maturity Date on the principal amount of
this  Swing  Line  Note from time to time  outstanding  at the rate,  and in the
manner,  prescribed in the Agreement.  Any principal  amount of, or any interest
accrued  on,  this  Swing Line Note which is not paid on the date due shall bear
interest  from such due date until paid in full at the Default Rate. In no event
shall the rate of interest  borne by this Swing Line Note at any time exceed the
maximum rate of interest permitted at that time under applicable law.

                  Payments of the principal amount of and interest on this Swing
Line Note shall be made in lawful  money of the United  States of America to the
Lending  Office  of the  Agent  on  behalf  of the  Lender  as  provided  in the
Agreement.

                  This Swing Line Note is the Swing Line Note referred to in the
Revolving Credit Agreement,  dated as of November 20, 1998 (as the same may from
time to time be amended, modified or supplemented, the "Agreement"), between the
Lender,  the  other  lenders  from  time to time a party  thereto,  if any,  the
Borrower and  NationsBank,  N.A., as Agent. The Lender is entitled to the rights
and benefits of the Agreement and the other Credit Documents, and the Agent, for
the  benefit of the  Lender,  is entitled  to the  benefits  provided  under the
Borrower Security  Agreement,  the Subsidiary  Security  Agreements,  any Pledge
Agreement  and the  Subsidiary  Guarantee.  The  Agreement,  among other things,
contains  provisions  for optional and mandatory  prepayments  on account of the
principal of this Swing Line Note by the Borrower  and for  acceleration  of the
maturity  of this  Swing  Line  Note  upon  the  terms  and  conditions  therein
specified.



<PAGE>


                  THIS SWING LINE NOTE IS BEING  ISSUED IN THE  COMMONWEALTH  OF
VIRGINIA AND FOR ALL PURPOSES  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF
LAWS PRINCIPLES.



                               HAGLER BAILLY, INC.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer


<PAGE>




                                                   EXHIBIT 10.34





<PAGE>


1565244



                                               SUBSIDIARY GUARANTEE


         SUBSIDIARY GUARANTEE, dated as of November 20, 1998 (this "Guarantee"),
is made by each of the entities that are signatories  hereto (the  "Guarantors")
in favor of NATIONSBANK,  N.A., as Agent (in such capacity, the "Agent") for the
lenders and other financial  institutions  (the "Lenders") that are from time to
time parties to the Revolving Credit Agreement described below.

                                               W I T N E S S E T H:

         WHEREAS,  HAGLER BAILLY,  INC., a Delaware corporation (the "Company"),
is party to the Revolving Credit Agreement, dated as of November 20, 1998, among
the Company,  the Lenders and the Agent (as amended,  supplemented  or otherwise
modified from time to time, the "Revolving Credit Agreement");

         WHEREAS,  pursuant to the terms of the Revolving  Credit  Agreement and
the other Credit Documents, the Lenders have severally agreed to make extensions
of credit in the form of Revolving  Loans,  Swing Line Loans and Standby Letters
of Credit to or for the benefit of the Company;

         WHEREAS,  except as set forth in the Revolving  Credit Agreement or the
schedules attached thereto, the Company owns, directly or indirectly, all of the
issued and outstanding  shares of capital of stock of, or other equity interests
in, each of the Guarantors;

         WHEREAS,  the proceeds of such  Revolving  Loans,  Swing Line Loans and
Standby  Letters of Credit may be used to enable  the  Company to make  valuable
transfers to any or all of the  Guarantors in  connection  with the operation of
their respective businesses and for the Permitted Uses;

         WHEREAS,  each  Guarantor will derive  substantial  direct and indirect
benefit  from such  Revolving  Loans,  Swing Line Loans and  Standby  Letters of
Credit; and

         WHEREAS,  the  obligation of the Lenders to make the  Revolving  Loans,
Swing Line Loans and issue the Standby  Letters of Credit is  conditioned  upon,
among other things,  the  execution and delivery by each of the  Guarantors of a
guarantee to the Agent for the benefit of the Agent and for the ratable  benefit
of the Lenders;

         NOW,  THEREFORE,  in  consideration  of the  premises,  the  commercial
benefits  accruing to each Guarantor and to induce the Lenders to enter into the
Revolving  Credit  Agreement and to make the Revolving  Loans and the Swing Line
Loans and to issue the Standby Letters of Credit,  each Guarantor  hereby agrees
with and for the benefit of the Agent and the Lenders as follows:

         SECTION 1. Defined Terms. As used in this  Guarantee,  terms defined in
the Revolving Credit Agreement (unless otherwise defined herein) are used herein
as therein  defined,  and the following terms shall have the following  meanings
(such meanings to be, when appropriate,  equally applicable to both the singular
and plural forms of the terms defined):

"Agent" shall have the meaning specified in the preamble hereof.

"Guarantee" shall have the meaning specified in the preamble hereof.

"Guarantors" shall have the meaning specified in the preamble hereof.

"Lenders" shall have the meaning specified in the preamble hereof.

"Maximum Guaranteed Amount" for any Guarantor shall mean the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors.

     "Revolving  Credit Agreement" shall have the meaning specified in the first
     whereas clause hereof.

                  SECTION 2.   Guarantee.

(a)  Each  of  the  Guarantors  hereby,   jointly  and  severally,   absolutely,
unconditionally  and  irrevocably  guarantees  to the Agent and the  Lenders and
their respective successors,  indorsees,  transferees and assigns the prompt and
complete  payment by the Company  when due (whether at the stated  maturity,  by
acceleration or otherwise) of the Obligations, and each Guarantor further agrees
to pay any and all expenses (including,  without limitation, all reasonable fees
and  disbursements of counsel) which may be paid or incurred by the Agent or any
Lender in  enforcing,  or obtaining  advice of counsel in respect of, any rights
with respect to, or collecting,  any or all of the Obligations  and/or enforcing
any rights with respect to, or collecting  against,  such  Guarantor  under this
Guarantee;  provided,  however, that,  notwithstanding  anything to the contrary
contained herein or in any other Credit Document,  the maximum liability of each
Guarantor  hereunder  and  under the other  Credit  Documents  shall in no event
exceed such Guarantor's Maximum Guaranteed Amount. This Guarantee  constitutes a
present and continuing  guarantee of payment and performance when due and not of
collection,  and  each of the  Guarantors,  as a  primary  obligor  and not as a
surety,  specifically agrees that no Guarantor shall be entitled to require that
the  Agent or any  Lender  exercise  any  right,  assert  any  claim or  demand,
foreclose against or enforce any remedy  whatsoever  against the Company (or any
other  Person)  before or as a condition to the  obligations  of such  Guarantor
hereunder.  Each  Guarantor  hereby  acknowledges  that it is fully aware of the
terms and conditions and has received a copy of each Credit Document to which it
or any  other  Credit  Party is a party and is fully  aware of the  transactions
contemplated thereby.

(b) Each Guarantor  agrees that the Obligations may at any time and from time to
time exceed the Maximum  Guaranteed  Amount of such  Guarantor  or of all of the
Guarantors without impairing this Guarantee or affecting the rights and remedies
of the Agent and the Lenders hereunder.

(c) No payment or payments made by the Company, any of the Guarantors, any other
guarantor  or any other  Person or  received  or  collected  by the Agent or any
Lender from the Company, any of the Guarantors, any other guarantor or any other
Person by virtue of any action or proceeding or any set-off or  appropriation or
application  at any time or from time to time in  reduction  of or in payment of
the Obligations shall be deemed to modify,  reduce,  release or otherwise affect
the liability of any Guarantor  hereunder which shall,  notwithstanding any such
payment or payments other than payments made by such Guarantor in respect of the
Obligations or payments  received or collected from such Guarantor in respect of
the Obligations,  remain liable for the Obligations up to its Maximum Guaranteed
Amount until such time as the  Obligations  are paid in full, no Standby Letters
of Credit are outstanding or not fully cash  collateralized  and the Commitments
are terminated.

(d) Each Guarantor  agrees that  whenever,  at any time or from time to time, it
shall make any  payment  to the Agent or any Lender on account of its  liability
hereunder,  it will notify the Agent in writing  that such payment is made under
this Guarantee for such purpose.

                  SECTION 3. Right of Contribution. Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its  proportionate
share of any payment made  hereunder,  such Guarantor  shall be entitled to seek
and receive  contribution from and against any other Guarantor hereunder who has
not paid its  proportionate  share of such payment.  Each  Guarantor's  right of
contribution  shall be subject to the terms and  conditions of Section 5 hereof.
The provisions of this Section 3 shall in no respect limit the  obligations  and
liabilities  of any Guarantor to the Agent and the Lenders,  and each  Guarantor
shall remain liable to the Agent and the Lenders for the full amount  guaranteed
by such Guarantor hereunder.

                  SECTION 4. Right of Set-off.  Upon the  occurrence  and during
the  continuance  of any Event of  Default  specified  in the  Revolving  Credit
Agreement,  each Guarantor hereby irrevocably authorizes each Lender at any time
and from time to time without notice to such  Guarantor or any other  Guarantor,
any such  notice  being  expressly  waived by each  Guarantor,  to  set-off  and
appropriate and apply any and all deposits (general or special,  time or demand,
provisional or final), in any currency,  and any other credits,  indebtedness or
claims,  in any currency,  in each case whether direct or indirect,  absolute or
contingent, matured or unmatured, at any time held or owing by such Lender to or
for the credit or the account of such  Guarantor,  or any part thereof,  in such
amounts as such Lender may elect,  against and on account of the obligations and
liabilities  of such  Guarantor  to such  Lender  hereunder  and claims of every
nature and description of such Lender against such  Guarantor,  in any currency,
whether arising hereunder,  under the Revolving Credit Agreement,  the Revolving
Notes, the Swing Line Note, the Standby Letters of Credit or otherwise under any
other Credit Document, as such Lender may elect, whether or not the Agent or any
Lender  has  made  any  demand  for  payment  and  although  such   obligations,
liabilities  and claims may be contingent  or  unmatured.  Each Lender agrees to
notify such Guarantor  promptly of any such set-off and the application  made by
such Lender,  provided that the failure to give such notice shall not affect the
validity of such set-off and  application.  The rights of each Lender under this
Section  are in  addition  to other  rights  and  remedies  (including,  without
limitation, other rights of set-off) which such Lender may have.

                  SECTION 5. Subrogation,  etc.  Notwithstanding  any payment or
payments made by any of the  Guarantors  hereunder or any set-off or application
of funds of any of the Guarantors by any Lender, no Guarantor shall exercise any
of the rights of the Agent or any Lender which the  Guarantor may acquire by way
of  subrogation,  by any payment  made  hereunder,  by reason of such set-off or
application of funds or otherwise, against the Company or any other Guarantor or
any collateral  security or guarantee or right of set-off held by any Lender for
the payment of the  Obligations,  nor shall any Guarantor seek or be entitled to
seek any contribution or  reimbursement  from the Company or any other Guarantor
in respect of payments made by such Guarantor hereunder, until all amounts owing
to the Agent and the  Lenders by the Company on account of the  Obligations  are
paid in full,  no Standby  Letters of Credit are  outstanding  or not fully cash
collateralized  and the Commitments are terminated.  If any amount shall be paid
to any Guarantor on account of such subrogation or  reimbursement  rights at any
time when all of the  Obligations  shall not have been paid in full, any Standby
Letter of Credit shall be  outstanding or not fully cash  collateralized  or the
Commitments  shall not have been  terminated,  such amount shall be held by such
Guarantor in trust for the Agent and the Lenders, segregated from other funds of
such Guarantor,  and shall, forthwith upon receipt by such Guarantor,  be turned
over to the Agent in the exact form received by such Guarantor (duly indorsed by
such  Guarantor  to  the  Agent,  if  required),   to  be  applied  against  the
Obligations,  whether  matured or  unmatured,  in such order as  required by the
applicable Credit Documents.

                  SECTION 6.  Amendments,  etc. with respect to the Obligations;
Waiver  of   Rights.   Each   Guarantor   shall   remain   obligated   hereunder
notwithstanding  that,  without any  reservation of rights against any Guarantor
and without  notice to or further  assent by any  Guarantor,  (i) any demand for
payment  of any of the  Obligations  made  by the  Agent  or any  Lender  may be
rescinded  by  such  party  and  any  of the  Obligations  continued,  (ii)  the
Obligations,  or the  liability of any other party upon or for any part thereof,
may,  from time to time,  in whole or in part,  be renewed,  extended,  amended,
modified, accelerated, compromised, waived, surrendered or released by the Agent
or any Lender,  (iii) the Revolving Credit  Agreement,  the Revolving Notes, the
Swing Line Note,  the other Credit  Documents,  any Standby Letter of Credit and
any other  collateral  security  document  or other  guarantee  or  document  in
connection therewith may be amended,  modified,  supplemented or terminated,  in
whole or in part, as the Agent and/or any Lender may deem advisable from time to
time,  and (iv) any  collateral  security,  guarantee or right of set-off at any
time held by the Agent or any Lender for the payment of the  Obligations  may be
sold,  exchanged,  waived,  surrendered  or released.  Neither the Agent nor any
Lender shall have any obligation to protect,  secure, perfect or insure any Lien
at any time held by it as security for the  Obligations or for this Guarantee or
any property  subject thereto.  When making any demand hereunder  against any of
the  Guarantors,  the Agent or any Lender may, but shall be under no  obligation
to, make a similar  demand on the Company or any other  Guarantor or  guarantor,
and any failure by the Agent or any Lender to make any such demand or to collect
any  payments  from the Company or any such other  Guarantor or guarantor or any
release of the Company or such other  Guarantor or  guarantor  shall not relieve
any of the  Guarantors in respect of which a demand or collection is not made or
any  of  the  Guarantors  not  so  released  of  their  several  obligations  or
liabilities  hereunder,  and shall not impair or affect the rights and remedies,
express or implied,  or as a matter of law,  of the Agent or any Lender  against
any of the  Guarantors.  For the  purposes  hereof  "demand"  shall  include the
commencement and continuance of any legal proceedings.  EACH GUARANTOR EXPRESSLY
AND  IRREVOCABLY  WAIVES THE BENEFITS  AFFORDED TO IT UNDER  SECTIONS  49-25 AND
49-26 OF THE CODE OF  VIRGINIA  (1950),  AS AMENDED,  OR ANY SIMILAR  STATUTE OR
COMMON LAW.

                  SECTION  7.  Guarantee   Absolute  and   Unconditional.   Each
Guarantor  waives  any and all notice of the  creation,  renewal,  extension  or
accrual  of any of the  Obligations  and notice of or proof of  reliance  by the
Agent or any Lender upon this  Guarantee or  acceptance of this  Guarantee.  The
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred,  or renewed,  extended,  annexed or waived,  in reliance
upon  this  Guarantee,  and  all  dealings  between  the  Company  or any of the
Guarantors and the Agent or any Lender shall likewise be  conclusively  presumed
to have been had or consummated in reliance upon this Guarantee.  Each Guarantor
waives diligence, presentment, protest, demand for payment and notice of default
or  nonpayment to or upon the Company or any of the  Guarantors  with respect to
the  Obligations or this Guarantee.  Each Guarantor  understands and agrees that
this Guarantee  shall be construed as a continuing,  absolute and  unconditional
guarantee of payment,  and not of collection,  without regard to (whether or not
the  Guarantor or the Company  shall have any  knowledge or notice of any of the
following)  (a) the  validity,  regularity  or  enforceability  of the Revolving
Credit Agreement,  the Revolving Notes, the Swing Line Note, the Standby Letters
of Credit,  any of the other Credit  Documents,  any of the  Obligations  or any
other  collateral  security  therefore  or  guarantee  or right of set-off  with
respect  thereto  at any  time or from  time to time  held by the  Agent  or any
Lender,  (b) any  defense,  set-off  or  counterclaim  (other  than a defense of
payment or performance)  which may at any time be available to or be asserted by
the Company against the Agent or any Lender,  (c) any termination,  amendment or
modification of, or deletion from, or addition or supplement to, or other change
in any of the Credit Documents or any other  instrument or agreement  applicable
to any of the parties to such  agreements,  or any  furnishing  or acceptance of
additional  security,  or any release of, exchange or action with respect to any
security, for the obligations of the Company under the Credit Documents,  or the
failure of any  security or the failure of any Person to perfect any interest in
any collateral security;  (d) any exercise,  nonexercise or waiver of any right,
remedy,  power or  privilege  under or in respect of any Credit  Document or any
obligation  or liability  contained  therein or any failure to mitigate  damages
under any Credit  Document  or any waiver of any such  right,  remedy,  power or
privilege  or any  failure to give any notice  (including  notice of an Event of
Default)  to any Credit  Party;  (e) any  extension  of time for  payment of any
Obligation,  or of the time for performance of any other obligations,  covenants
or agreements under or arising out of any Credit  Document,  or the extension or
the renewal of any  thereof;  and (f) any other law,  rule,  regulation,  event,
condition or circumstance  whatsoever (with or without notice to or knowledge of
the Company or such  Guarantor)  which  constitutes,  or might be  construed  to
constitute,  an equitable or legal discharge of the Company for the Obligations,
or of such  Guarantor  under  this  Guarantee  (or of a  guarantor  or surety in
general),  in bankruptcy or in any other instance.  When pursuing its rights and
remedies  hereunder  against any  Guarantor,  the Agent and any Lender may,  but
shall be under no obligation  to, pursue such rights and remedies as it may have
against the Company or any other  Person or against any  collateral  security or
guarantee for the Obligations or any right of set-off with respect thereto,  and
any failure by the Agent or any Lender to pursue  such other  rights or remedies
or to collect  any  payments  from the  Company  or any such other  Person or to
realize upon any such  collateral  security or guarantee or to exercise any such
right of set-off,  or any release of the Company or any such other Person or any
such collateral security,  guarantee or right of set-off, shall not relieve such
Guarantor of any liability hereunder,  and shall not impair or affect the rights
and remedies,  whether express,  implied or available as a matter of law, of the
Agent or any Lender against such Guarantor.  This Guarantee shall remain in full
force and  effect and be  binding  in  accordance  with and to the extent of its
terms upon each  Guarantor and the  successors  and assigns  thereof,  and shall
inure  to the  benefit  of the  Agent  and the  Lenders,  and  their  respective
successors,  indorsees,  transferees and assigns,  until all the Obligations and
the obligations of each Guarantor under this Guarantee shall have been satisfied
by payment in full, no Standby Letter of Credit shall remain  outstanding or not
fully   cash   collateralized   and  the   Commitments   shall  be   terminated,
notwithstanding  that from time to time during the term of the Revolving  Credit
Agreement the Company may be free from any Obligations.

                  SECTION 8. Reinstatement.  This Guarantee shall continue to be
effective,  or be reinstated  automatically,  as the case maybe,  if at any time
payment,  or any part thereof,  of any of the  Obligations  is rescinded or must
otherwise  be  restored  or  returned  by the  Agent  or  any  Lender  upon  the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of  the
Company  or any  Guarantor,  or  upon or as a  result  of the  appointment  of a
receiver,  intervenor or conservator  of, or trustee or similar officer for, the
Company or any Guarantor or any substantial part of its property,  or otherwise,
all as though  such  payments  had not been  made.  If an event  permitting  the
declaration  of default under a Credit  Document shall at any time have occurred
and be  continuing,  and such  declaration  of  default  shall  at such  time be
prevented by reason of the pendency against the Company or any other Person of a
case or proceeding  under a bankruptcy or insolvency law, each Guarantor  agrees
that, for purposes of this Guarantee and its obligations hereunder,  such Credit
Document  shall be deemed to have been  declared in default with the same effect
as if such Credit  Document had been  enforceable  in accordance  with the terms
thereof,  and each Guarantor  shall  forthwith pay the amounts  specified by the
Agent or any Lenders to be paid  thereunder,  any interest thereon and any other
amounts guaranteed hereunder without further notice or demand.

                  SECTION  9.  Payments;  Execution  and  Delivery  Taxes.  Each
Guarantor  hereby  guarantees that payments  hereunder will be paid to the Agent
without  set-off  or  counterclaim  in U.S.  Dollars  at the office of the Agent
located at NationsBank,  N.A., Kay Finlaw-Creel,  VA-200-05-02,  8300 Greensboro
Drive,  Suite 550,  McLean,  VA 22102,  or such other office of the Agent in the
United  States of  America as the Agent may from time to time  designate  to the
Guarantors by written notice.

     SECTION  10.   Representations   and  Warranties.   Each  Guarantor  hereby
     represents and warrants that:

                  (a) such Guarantor is a corporation, limited liability company
or partnership, as the case may be, duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is organized and has the
corporate,  limited liability company or partnership power and authority and the
legal right to own and operate its  property,  to lease the property it operates
and to conduct the business in which it is currently engaged;

                  (b)  such  Guarantor  has  the  corporate,  limited  liability
company or  partnership  power and  authority and the legal right to execute and
deliver, and to perform its obligations under this Guarantee,  and has taken all
necessary  corporate,   limited  liability  company  or  partnership  action  to
authorize its execution, delivery and performance of this Guarantee;

                  (c) this Guarantee  constitutes  the legal,  valid and binding
obligations of such Guarantor  enforceable  against such Guarantor in accordance
with  its  terms,  except  as  enforceability  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent conveyance or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding in equity or at law);

                  (d) the execution,  delivery and performance by such Guarantor
of this Guarantee will not violate any certificate of incorporation,  by-laws or
other charter or formation documents,  or any applicable law, rule or regulation
or any contract, agreement or instrument (including agreements or instruments of
indebtedness) applicable to or binding upon such Guarantor;

                  (e) no consent or authorization  of, filing with, or other act
by or in respect of, any arbitrator or  Governmental  Body and no consent of any
other Person (including, without limitation, any stockholder or creditor of such
Guarantor) is required in connection with the execution, delivery,  performance,
validity or enforceability by or against such Guarantor of this Guarantee; and

                  (f) there is no action,  suit,  investigation or proceeding by
or before  any  court,  administrative  agency or other  governmental  authority
pending or, to the knowledge of such Guarantor, threatened which involves any of
the transactions  contemplated by this Guarantee or would affect  materially the
ability  (financial or otherwise) of such  Guarantor to perform its  obligations
hereunder.

         Each Guarantor agrees that the foregoing representations and warranties
shall be deemed to have been made by such  Guarantor on each Funding Date by the
Company under the Revolving  Credit  Agreement on and as of such Funding Date as
though made hereunder on and as of such Funding Date.

         SECTION 11.  Severability.  Any  provision of this  Guarantee  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     SECTION 12. Section  Headings.  The Section headings used in this Guarantee
     are  for   convenience  of  reference  only  and  are  not  to  affect  the
     construction  hereof or be taken into  consideration in the  interpretation
     hereof.

         SECTION 13. No Waiver;  Cumulative Remedies.  Neither the Agent nor any
Lender shall, by any act (except by a written instrument  pursuant to Section 14
hereof), delay,  indulgence,  omission or otherwise be deemed to have waived any
right or remedy  hereunder  or to have  acquiesced  in any  default  or Event of
Default or in any breach of any of the terms and conditions  hereof.  No failure
to  exercise,  nor any  delay in  exercising,  on the  part of the  Agent or any
Lender,  any  right,  power or  privilege  hereunder  shall  operate as a waiver
thereof.  No  single  or  partial  exercise  of any  right,  power or  privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right,  power or privilege.  A waiver by the Agent or any Lender of
any right or remedy  hereunder on any one  occasion  shall not be construed as a
bar to any right or remedy which the Agent or such Lender would  otherwise  have
on any future occasion.  The rights and remedies herein provided are cumulative,
may be exercised  singly or concurrently  and are not exclusive of any rights or
remedies provided by law.

         SECTION  14.  Integration;  Waivers  and  Amendments;   Successors  and
Assigns;  Governing  Law.  This  Guarantee  represents  the  agreement  of  each
Guarantor with respect to the subject matter hereof and there are no promises or
representations by the Agent or any Lender relative to the subject matter hereof
not reflected  herein.  None of the terms or provisions of this Guarantee may be
waived,  amended  or  supplemented  or  otherwise  modified  except by a written
instrument executed by each Guarantor and the Agent, provided that any provision
of this  Guarantee may be waived by the Agent in a letter or agreement  executed
by the  Agent  or by telex  or  facsimile  transmission  from  the  Agent.  This
Guarantee  shall be binding upon the  successors  and permitted  assigns of each
Guarantor  and shall inure to the benefit of the Agent and the Lenders and their
respective  successors  and assigns.  THIS  GUARANTEE  SHALL BE GOVERNED BY, AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH OF
VIRGINIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.

         SECTION 15. Notices.  All notices,  requests and demands to or upon the
Guarantors or the Agent or any Lender to be effective  shall be in writing or by
telecopy and, unless otherwise  expressly  provided  herein,  shall be deemed to
have been duly given or made (i) in the case of telephonic notice (to the extent
expressly permitted hereunder),  when made, (ii) in the case of notice delivered
by  overnight  express  courier,  one  Business  Day after the Business Day such
notice was delivered to such courier,  (iii) in the case of notice  delivered by
first class mail, three Business Days after being deposited in the mail, postage
prepaid,  return  receipt  requested,  (iv) in the case of notice by hand,  when
delivered,   or  (v)  in  the  case  of  notice  by  any   customary   means  of
telecommunication, when sent provided confirmation of receipt or answer back has
been  received,  in each  case if  addressed,  in the case of the  Agent and the
Lenders,  to such party at the address provided for such party in section 9.6 of
the Revolving Credit  Agreement or, in the case of the Guarantors,  addressed to
such party as specified in Schedule I hereto.

     SECTION 16. Counterparts.  This Guarantee may be executed by one or more of
     the parties hereto on any number of separate  counterparts  and all of said
     counterparts  taken together shall be deemed to constitute one and the same
     instrument.

     SECTION 17.  Acknowledgement.  Each Guarantor hereby confirms its agreement
     with sections 9.15 and 9.13 of the Revolving Credit Agreement.

         SECTION  18.   Submission  To  Jurisdiction;   Waivers.   Any  judicial
proceeding  brought  against any Guarantor with respect to this Guarantee or the
transactions  contemplated  hereby  may be  brought  in any  court of  competent
jurisdiction in the Commonwealth of Virginia,  and, by execution and delivery of
this Guarantee, each Guarantor (a) accepts,  generally and unconditionally,  the
nonexclusive  jurisdiction  of such courts and any related  appellate  court and
irrevocably  agrees to be bound by any judgment  rendered  thereby in connection
with this Guarantee or the transactions  contemplated hereby and (b) irrevocably
waives any  objection it may now or  hereafter  have as to the venue of any such
proceeding  brought  in such a court  or that  such a court  is an  inconvenient
forum.  Each Guarantor  hereby waives  personal  service of process and consents
that service of process upon it may be made by  certified  or  registered  mail,
return receipt  requested,  at its address specified or determined in accordance
with the  provisions  of Section 15 hereof,  and service so made shall be deemed
completed  on the  earlier  of (x)  the  receipt  thereof  and  (y) if  sent  by
registered  or  certified  mail  (return  receipt  requested),  the fifth  (5th)
Business Day after such service is deposited in the mail.  Nothing  herein shall
affect the right of any Lender or the Agent to serve process in any other manner
permitted  by law or shall  limit the right of any  Lender or the Agent to bring
proceedings against any Guarantor in the courts of any other  jurisdiction.  Any
judicial  proceeding by any Guarantor  against any Lender or the Agent involving
this Guarantee or the transactions  contemplated hereby shall be brought only in
a court located in the Commonwealth of Virginia.  THE GUARANTORS AND THE LENDERS
AND THE AGENT  HEREBY WAIVE TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING  TO WHICH
THEY ARE PARTIES  INVOLVING  THIS  GUARANTEE  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

         SECTION 19. Authority of Agent.  Each Guarantor  acknowledges  that the
rights and  responsibilities  of the Agent under this  Guarantee with respect to
any action  taken by the Agent or the exercise or  non-exercise  by the Agent of
any option,  right,  request,  judgment or other  right or remedy  provided  for
herein or resulting or arising out of this Guarantee shall, as between the Agent
and the Lenders, be governed by the Revolving Credit Agreement and by such other
agreements  with respect thereto as may exist from time to time among them, but,
as  between  the  Agent and such  Guarantor,  the  Agent  shall be  conclusively
presumed to be acting as Agent for the Lenders with full and valid  authority so
to act or refrain from acting,  and neither such Guarantor,  the Company nor any
other  Guarantor  shall be under any  obligation,  or  entitlement,  to make any
inquiry respecting such authority.

         IN WITNESS  WHEREOF,  each of the undersigned has caused this Guarantee
to be duly executed and delivered by its duly  authorized  officer as of the day
and year first above written.



                          Hagler Bailly Services, Inc.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer







                         Hagler Bailly Consulting, Inc.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer



                                HB Capital, Inc.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer



                         Putnam, Hayes & Bartlett, Inc.


                            By: /s/ W. Robson Googins
                             Name: W. Robson Googins
                          Title: Senior Vice President
                                  And Treasurer


                                TB&A Group, Inc.

                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer



                           Theodore Barry & Associates


                              By: /s/ Karin Cropper
                               Name: Karin Cropper
                         Title: Secretary and Treasurer





                       Private Label Energy Services, Inc.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                          Title: Senior Vice President
                           and Chief Financial Officer


                          Fieldston Publications, Inc.


                             By: /s/ Glenn J. Dozier
                              Name: Glenn J. Dozier
                                Title: President

                                     <PAGE>


                                  SCHEDULE I TO
                              SUBSIDIARY GUARANTEE




Addresses of Guarantors



         Notices may be provided to each  Guarantor by Addressing  the Guarantor
by its name, care of:


HAGLER BAILLY, INC.
1530 Wilson Boulevard
Suite 400
Arlington, Virginia  22209
Attn:  Glenn J. Dozier
Telephone:  703-351-0338
Telecopier:  703-528-3786