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                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 6)*


                         Individual Investor Group, Inc.
                                (Name of Issuer)


                          Common Stock, $.01 par value
                           (Title Class of Securities)


                                    455907105
                                 (CUSIP Number)


                              Michael Kaplan, Esq.
                       c/o Individual Investor Group, Inc.
                  1633 Broadway, 38th Floor, New York, NY 10019
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)


                                December 31, 1997
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).







                                  SCHEDULE 13D

CUSIP No.     455907105                                    Page 2 of 7 Pages
          -------------                                ------------------------
- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                   Jonathan L. Steinberg
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)  |_|
                                                                    (b)  |_|
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS*

                   N/A
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) OR 2(e)                                    |_|


6         CITIZENSHIP OR PLACE OF ORGANIZATION

                   United States of America
- --------------------------------------------------------------------------------
                    |       7        SOLE VOTING POWER
                    |
                    |          1,882,968 shares of Common Stock
        NUMBER OF   |-----------------------------------------------------------
         SHARES     |       8        SHARED VOTING POWER
      BENEFICIALLY  |
        OWNED BY    |                       -0-
          EACH      |-----------------------------------------------------------
        REPORTING   |       9        SOLE DISPOSITIVE POWER
         PERSON     |
          WITH      |          1,882,968 shares of Common Stock
                    |-----------------------------------------------------------
                    |       10       SHARED DISPOSITIVE POWER
                    |              
                    |                       -0-
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   1,882,968 shares of Common Stock
- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                   24.8%
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON*

                   IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.






Item 1.  Security and Issuer.

                  This statement relates to the Common Stock, par value $.01 per
share ("Common Stock"),  of Individual Investor Group, Inc.  ("Company"),  whose
principal executive offices are located at 1633 Broadway,  38th Floor, New York,
New York 10019.

Item 2.  Identity and Background.

                  No change.

Item 3.  Source and Amount of Funds or Other Consideration.

                  Item 3 is amended to add the following:

                  The aggregate purchase price of $3,250,000 used to acquire the
521,291  shares of Common Stock by Wise  Partners,  L.P. on June 30, 1997 and on
December 31, 1997 was funded by the bank financing discussed in Item 6.

Item 4.  Purpose of Transaction.

                  Item 4 is amended to add the following:

                  Mr. Steinberg, as the general partner of Wise Partners,  L.P.,
has determined that the shares of Common Stock acquired by the partnership  will
be held for investment purposes.

Item 5.  Interest in Securities of the Issuer.

                  Item 5 is amended to add the following:

     As of the date of this  Amendment No. 6, Mr.  Steinberg  beneficially  owns
1,882,968  shares of Common Stock,  which  represents  24.8% of the  outstanding
Common Stock of the Company.  Of the 1,882,968  shares of Common Stock,  900,010
shares of Common Stock are owned of record by Mr.  Steinberg,  521,291 shares of
Common Stock are owned of record by Wise  Partners,  L.P.  and are  beneficially
owned by Mr. Steinberg and 461,667 shares of Common Stock are subject to options
currently exercisable by Mr. Steinberg.

     Wise Partners,  L.P. is a limited partnership  organized and existing under
the laws of the State of Delaware.  Mr. Steinberg is the sole General Partner of
Wise Partners, L.P. and as such has the power to direct the vote and disposition
of the  521,291  shares of Common  Stock  owned by Wise  Partners,  L.P.  Of the
521,291 shares of Common Stock, 489,795 shares of Common Stock were purchased by
Wise  Partners,  L.P. on December 31, 1997, at a price per share equal to $6.125
(the  closing  ask price of the Common  Stock as  reported  by the Nasdaq  Stock
Market on December 30, 1997),  and 31,496 shares of Common Stock were  purchased
by Wise Partners L.P., on June 30, 1997, at a price per share of $7.93.  All the
shares  of  Common  Stock  were  purchased   directly  from  the  Company  in  a
transactions exempt from the registration  requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2). Mr. Saul


                                     3 of 7





Steinberg,  the father of Mr.  Steinberg,  the  reporting  person,  is a limited
partner of Wise Partners, L.P. and the only other person known to have the right
to receive  dividends or proceeds from the sale of the 521,291  shares of Common
Stock owned of record by Wise Partners, L.P.

     Of the  1,882,968  shares of Common  Stock being  reported as  beneficially
owned by Mr.  Steinberg in this  Amendment No. 6, 461,667 shares of Common Stock
are subject to the terms of a Stock Option Agreement dated May 9, 1997 issued by
the Company to Mr. Steinberg.  That agreement governs three series of options as
follows:

               (A) The right to  purchase  an  aggregate  of  500,000  shares of
          Common  Stock as  follows:  125,000  shares  of  Common  Stock  may be
          purchased on or after April 7, 1996 at a purchase price of $4.9375 per
          share;  an additional  125,000 shares of Common Stock may be purchased
          on or after April 7, 1997 at a purchase price of $4.9375 per share; an
          additional 125,000 shares of Common Stock may be purchased on or after
          April  7,  1998  at a  purchase  price  of  $6.25  per  share;  and an
          additional 125,000 shares of Common Stock may be purchased on or after
          April 7, 1999 at a purchase  price of $7.50 per share.  As of the date
          of this  Amendment  No. 6, Mr.  Steinberg  currently  has the right to
          acquire  375,000  shares of Common  Stock.  The right to purchase  the
          above shares of Common Stock expires on April 6, 2004,  unless earlier
          terminated pursuant to the terms of the option.

               (B) The right to purchase an aggregate of 80,000 shares of Common
          Stock as follows: 26,667 shares of Common Stock may be purchased on or
          after June 23, 1996; an  additional  26,667 shares of Common Stock may
          be  purchased  on or after June 23,  1997;  and an  additional  26,666
          shares of Common Stock may be purchased on or after June 23, 1998. The
          exercise  price is $5.75 per share.  As of the date of this  Amendment
          No. 6, Mr. Steinberg  currently has the right to acquire 53,334 shares
          of Common  Stock.  The right to  purchase  the above  shares of Common
          Stock expires on June 23, 2005, unless earlier terminated  pursuant to
          the terms of the option.

               (C) The right to  purchase  an  aggregate  of  100,000  shares of
          Common  Stock  as  follows:  33,333  shares  of  Common  Stock  may be
          purchased on or after November 4, 1997;  33,333 shares of Common Stock
          may be purchased on or after  November 4, 1998;  and 33,334  shares of
          Common  Stock may be  purchased  on or after  November  4,  1999.  The
          exercise  price is $7.50 per share.  As of the date of this  Amendment
          No. 6, Mr. Steinberg  currently has the right to acquire 33,333 shares
          of Common  Stock.  The right to  purchase  the above  shares of Common
          Stock expires on November 4, 2006, unless earlier terminated  pursuant
          to the terms of the option.

                  Except as otherwise  disclosed  herein, no transactions in the
shares of Common Stock have been effected by Mr.. Steinberg in the past 60 days.




                                     4 of 7





Item 6.  Contracts, Arrangements, Undertakings or Relationships with Respect to
         Securities of the Issuer.

                  Item 6 is hereby amended to delete the sixth  paragraph of the
item as set  forth in  Amendment  #4 to this  Schedule  13D and in its  place is
substituted the following:

                  On December  31,  1997,  Wise  Partners,  L.P.  entered into a
Demand  Grid Note ("1997  Note") and  Guaranty  and  Security  Agreement  ("1997
Security  Agreement") with Republic National Bank of New York ("Republic").  The
1997 Note permits Wise Partners, L.P. to borrow, from time to time, an aggregate
of  $9,000,000.  Interest is payable on the unpaid  principal  of the 1997 Note,
monthly,  in arrears at the  reference  rate of Republic,  and the  principal is
payable upon demand by Republic. As partial security for the 1997 Note, pursuant
to the 1997 Security  Agreement,  Mr.  Steinberg  pledged an aggregate of 55,000
shares of Common Stock of the Company owned of record by him. In addition, under
the 1997 Security Agreement, Republic would have the right to foreclose upon the
845,000 shares of Common Stock owned of record by him and previously  pledged to
Republic by Mr.  Steinberg  under the 1994 Note  (previously  defined)  and 1994
Security Agreement  (previously defined). In the event of default under the 1997
Note and 1997  Security  Agreement,  Republic may exercise all the voting rights
and  foreclose  upon and publicly or  privately  sell the shares of Common Stock
pledged by Mr.
Steinberg.

                  Item 6 is hereby amended to delete the third  paragraph of the
item set forth in Amendment #3 and the third  paragraph of the item set forth in
Amendment #4 of this Schedule 13D.

Item 7.  Material to be Filed as Exhibits.

(10.1) Stockholder  Agreement,  dated as of January 1, 1989,  among the Company,
     Mr.  Steinberg,  Mr. Jonathan  Tisch,  Mr. Saul Steinberg and certain other
     stockholders of the Company.*

(10.2) Stock Purchase  Agreement,  dated August 7, 1991, among the Company,  Mr.
     Jonathan Tisch and Mr. Steinberg.*

(10.3) Demand Grid Note,  dated  December 16, 1994,  between Mr.  Steinberg  and
     Republic National Bank of New York.*

(10.4) Continuing General Security  Agreement,  dated December 16, 1994, between
     Mr. Steinberg and Republic National Bank of New York.*

(10.5) Stock Purchase  Agreement,  dated June 30, 1997,  between the Company and
     Wise  Partners,  L.P.  (Incorporated  by reference from Exhibit 10.3 of the
     Quarterly  Report on Form 10-QSB for the period  ended June 30, 1997 of the
     Company.)+

(10.6) Stock Purchase  Agreement,  dated December 30, 1997,  between the Company
     and Wise Partners, L.P.+



                                     5 of 7





(10.7) Form of Stock Option  Agreement,  dated May 9, 1997,  between the Company
     and Mr.  Steinberg.  (Incorporated  by  reference  from Exhibit 10.4 of the
     Quarterly  Report on Form 10-QSB for the period  ended June 30, 1997 of the
     Company.)+

(10.8) Demand Grid Note,  dated December 31, 1997,  between Wise Partners,  L.P.
     and Republic National Bank of New York.+

(10.9) Guaranty and Security  Agreement,  dated December 31, 1997,  between Wise
     Partners, L.P. and Republic National Bank of New York +

- -------------------------------
*        Previously filed.
+        Filed herewith.



                                     6 of 7




                                    SIGNATURE



                  After a reasonable inquiry and to the best of my knowledge and
belief,  I certify  that the  information  set forth in this  statement  is true
complete, and correct.

Dated: January 13, 1998



                                                  /s/ Jonathan L. Steinberg
                                                  ---------------------------
                                                     Jonathan L. Steinberg



                                     7 of 7





                  This STOCK PURCHASE  AGREEMENT,  dated as of December 31, 1997
(the  "Agreement"),  is between  INDIVIDUAL  INVESTOR  GROUP,  INC.,  a Delaware
corporation  (the  "Company"),  and WISE PARTNERS,  L.P., a Limited  Partnership
organized and existing under the laws of the State of Delaware (the "Buyer").

                  1.  PURCHASE  AND SALE.  Subject  to the terms and  conditions
herein set forth,  the  Company  hereby  sells and  delivers  to Buyer and Buyer
hereby  purchases  from the Company,  for an aggregate  purchase  price of Three
Million Dollars ($3,000,000),  an aggregate of Four Hundred Eighty-Nine Thousand
Seven  Hundred  Ninety-Five  (489,795)  shares (the  "Shares") of the  Company's
common stock,  $.01 par value per share (the "Common  Stock").  The Company will
deliver  to  Buyer,  within  Thirty  (30)  days  of the  effective  date of this
Agreement,  stock  certificates  representing the Shares indicating the Buyer as
the sole owner of the Shares. The Buyer hereby makes payment to the Company,  by
delivery of a bank check or certified  check payable to the order of the Company
or by wire transfer to an account  designated  by the Company,  in the amount of
Three Million Dollars ($3,000,000).

                  2.  REPRESENTATIONS AND COVENANTS OF THE COMPANY.  The Company
hereby represents and warrants to and covenants with Buyer as follows:

                    2.1  Organization.  The Company is duly  organized,  validly
existing and in good standing in the State of Delaware.

                    2.2 Authority;  Execution and Delivery,  Etc. The execution,
delivery,  and  performance  of this  Agreement has been duly  authorized by the
Company's Board of Directors and no other  corporate  proceedings on the part of
the Company or its  stockholders  are  required.  This  Agreement  has been duly
executed and  delivered by the Company and  constitutes  the legal,  valid,  and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as  enforcement  thereof  may be limited by  bankruptcy,
insolvency,  or similar laws affecting the  enforcement of creditors'  rights in
general or general  principles of equity.  The Shares have been duly  authorized
and are legally and validly issued,  fully paid and non-assessable.  The Company
hereby conveys  marketable  title to the Shares to the Buyer,  free and clear of
all liens and encumbrances.

                  3.  REPRESENTATIONS  OF BUYER.  Buyer  hereby  represents  and
warrants to the Company as follows:

                           (a)      Buyer is a Limited Partnership organized and
existing in good  standing  under the laws of the State of Delaware and Jonathan
Steinberg,  an individual residing in the State of New York, is the sole General
Partner of Buyer.

                           (b)      Buyer is aware that its investment involves
a substantial degree of risk, including,  but not limited to the following:  (i)
the  Company has had  substantial  operating  losses for the fiscal  years ended
December 31, 1996 and December 31, 1997, and expects to continue to incur losses
in the future;  (ii) the Company has experienced and will continue to experience
substantial  fluctuations in its operating income (loss) from quarter to quarter
and year to year; (iii) the Company may need additional  financing in the future
to  fund  operating   losses;   (iv)  management  and  the  existing   principal
stockholders  of  the  Company  beneficially  own a  substantial  amount  of the
outstanding  voting  stock of the Company and  accordingly  are in a position to
substantially  influence  the  election of all  directors of the Company and the
vote on matters requiring stockholder  approval;  (v) the Company's success will
to a  significant  extent rely upon the  continued  services  and  abilities  of
Jonathan Steinberg, who is the Chairman and Chief



                                        1





Executive  Officer of the Company.  Buyer acknowledge and is aware that there is
no assurance as to the future performance of the Company.

                           (c)      Buyer is  purchasing the Shares  for his own
account  for  investment  and  not  with  a  view  to or in  connection  with  a
distribution  of the  Shares,  nor with any  present  intention  of  selling  or
otherwise disposing of all or any part of the Shares,  except as contemplated in
Section 5.1 below.  Subject to Section 5.1 below,  Buyer  agrees that Buyer must
bear the economic  risk of its  investment  because,  among other  reasons,  the
Shares have not been  registered  under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  or  under  the  securities  laws  of any  state  and,
therefore,  cannot be resold, pledged,  assigned, or otherwise disposed of until
they are registered  under the Securities  Act and under  applicable  securities
laws of certain  states or an exemption  from such  registration  is  available.
Promptly upon Buyer's  request,  after the  expiration  of the two-year  holding
period  provided for in the SEC's Rule 144(k),  provided  that Buyer is not then
and for three  months  prior  thereto has not been,  an affiliate of the Company
within the meaning of the SEC's Rule  144(a),  the  Company  will  exchange  the
Buyer's stock certificate  (legended as aforesaid) for a new certificate with no
restrictive  legends  thereon,  suitable for  transfer in the public  securities
markets,  subject  to the  Buyer's  providing  the  Company  with such usual and
customary  representations in connection therewith as the Company may reasonably
request.

                           (d)      Buyer has  the financial ability to bear the
economic risk of its investment in the Company  (including  its complete  loss),
has  adequate   means  for   providing   for  its  current  needs  and  personal
contingencies  and has no need for liquidity  with respect to its  investment in
the Company.

                           (e)      Buyer  has such knowledge and  experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of an investment  in the Company and Buyer has obtained,  in its judgment,
sufficient  information  from the Company to evaluate the merits and risks of an
investment in the Company.  Buyer has had full  opportunity to ask questions and
receive satisfactory answers concerning all matters pertaining to its investment
and all such  questions have been answered to its full  satisfaction.  Buyer has
been provided an opportunity to obtain any additional information concerning the
Company  and all other  information  to the extent the  Company  possesses  such
information or can acquire it without unreasonable effort or expense.  Buyer has
received no  representation  or warranty  from the Company  with  respect to its
investment in the Company,  and has relied solely upon its own  investigation in
making a decision to invest in the Company.

                           (f)      Buyer is an "accredited investor" as defined
in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder.

                           (g)      This Agreement  has been  duly executed  and
delivered by Buyer and constitutes the legal,  valid, and binding  obligation of
the Buyer enforceable  against the Buyer in accordance with its terms, except as
enforcement  thereof may be limited by bankruptcy,  insolvency,  or similar laws
affecting the enforcement of creditors' rights in general or general  principles
of equity.






                                        2





                  4.       RESTRICTIONS ON TRANSFER.

                           4.1      Restrictions on Transfer.  Buyer agrees that
it will not sell,  transfer,  or otherwise dispose of any of the Shares,  except
pursuant to an effective  registration  statement under the Securities Act or an
exemption  from the  registration  requirements  of the  Securities  Act and the
Company has received an opinion of counsel satisfactory to the Company that such
exemption is available.

                           4.2      Legend.  Each certificate for the Shares 
shall bear the following legend:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR THE
         SECURITIES  LAWS OF ANY STATE AND MAY BE SOLD OR OTHERWISE  TRANSFERRED
         ONLY IF SO  REGISTERED  OR IF AN EXEMPTION  FROM SUCH  REGISTRATION  IS
         AVAILABLE  AND THE  CORPORATION  HAS  RECEIVED  AN  OPINION  OF COUNSEL
         SATISFACTORY TO THE CORPORATION THAT SUCH EXEMPTION IS AVAILABLE."

                  5.       REGISTRATION RIGHTS.

                           5.1      Piggyback  Registration.  From  the date  of
this agreement until the second anniversary  thereof, if the Company proposes to
file a  registration  statement  under the  Securities  Act with  respect  to an
offering for its own account of any class of security (other than a registration
statement on Form S-4 or S-8 or successor  forms  thereto or filed in connection
with an exchange  offer or  business  combination  or an offering of  securities
solely to the Company's existing  stockholders),  then the Company shall in each
case give written  notice of such  proposed  filing to the Buyer at least thirty
days before the  anticipated  filing date, and such notice shall offer the Buyer
the opportunity to register such number of shares of Common Stock of the Company
as the Buyer may  request.  Upon the  written  request of the Buyer made  within
twenty days of receipt of such notice, the Company shall use its best efforts to
cause the  managing  underwriter  or  underwriters  of a  proposed  underwritten
offering to permit the Buyer to include such shares in such offering on the same
terms and  conditions  as any  shares of Common  Stock of the  Company  included
therein.   Notwithstanding  the  foregoing,   if  the  managing  underwriter  or
underwriters  of such offering  delivers a written opinion to the Buyer that the
total number of shares  which it, the Company and any other  persons or entities
intend to include in such offering may adversely  affect the success or offering
price of such offering,  then the number of shares to be offered for the account
of the Buyer  shall be reduced  pro rata to the extent  necessary  to reduce the
total  amount of  securities  to be  included  in such  offering  to the  amount
recommended  by such managing  underwriter  (or, if  applicable,  excluding such
shares  entirely),  provided that if shares are being offered for the account of
other  persons or  entities as well as the  Company,  such  reduction  shall not
represent a greater  fraction of the number of shares  intended to be offered by
the Buyer than the fraction of similar  reductions imposed on such other persons
or entities  other than the Company over the amount of securities  they intended
to offer.  In the event  that the  registration  proposed  by the  Company is an
underwritten  primary offering of its securities and the Buyer does not sell its
securities to the  underwriter  of the Company's  securities in connection  with
such  offering,  the Buyer shall,  to the extent  permitted by applicable law or
regulation,  refrain  from  selling any of its  securities  during the period of
distribution of the



                                        3





Company's  securities by such underwriter in the primary offering and the period
in which the underwriter participates in the aftermarket and for such additional
period requested by the underwriter, provided, however, that the Buyer shall, in
any  event,  be  entitled  to  sell  its  securities  in  connection  with  such
registration  statement  commencing on the 90th day after the effective  date of
such registration statement.

                           5.2      Blue Sky.  In connection with the 
registration  of its  securities  pursuant to Section 5.1, the Company shall use
all reasonable  efforts to register and qualify its  securities  covered by such
registration   statement  under  such  securities  or  Blue  Sky  laws  of  such
jurisdictions within the United States as the Buyer shall reasonably request and
do any and all such  other  acts and things as may be  reasonably  necessary  or
advisable  to  enable  the  Buyer  to  consummate   the   disposition   in  such
jurisdictions  of the  securities  held by the Buyer;  provided that the Company
shall not be required to consent to general service of process,  to qualify,  to
do business or subject itself to tax liability in any  jurisdiction  in which it
has  not,  as of the  effective  date  of  such  registration,  qualified  to do
business.

                           5.3      Expenses.  All expenses in  connection  with
registrations   of  the  Shares  shall  be  borne  by  the  Company  except  for
underwriting  discounts and  commissions,  applicable  transfer taxes,  expenses
associated  with blue sky  registrations  requested by Buyer pursuant to Section
5.2, and expenses of counsel to the Buyer, which shall be borne by the Buyer.

                           5.4      Indemnification.

                           (a)  Subject  to the conditions set forth below,  the
Company  agrees to indemnify and hold harmless the Buyer,  its General  Partner,
limited  partners,  and its  affiliates and each of their  officers,  directors,
trustees,  agents and employees and each person,  if any, who controls the Buyer
("Controlling Person") within the meaning of Section 15 of the Securities Act or
Section  20(a) of the Exchange Act against any and all loss,  liability,  claim,
damage and expense whatsoever (including but not limited to any and all legal or
other  expenses  reasonably  incurred in  investigating,  preparing or defending
against any  litigation,  commenced or threatened,  or any claim  whatsoever) to
which it may become  subject under the Securities  Act, the Securities  Exchange
Act of 1934, as amended  ("Exchange  Act") or any other statute or at common law
or  otherwise,  arising  out of or based  upon any untrue  statement  or alleged
untrue statement of a material fact contained in any  registration  statement (a
"Registration  Statement") in which the Buyer's  securities shall be included or
the omission or alleged  omission  therefrom of a material  fact  required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading,  unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company with  respect to the Buyer by the Buyer  expressly  for
use in the  Registration  Statement.  The Company agrees  promptly to notify the
Buyer of the  commencement of any litigation or proceedings  against the Company
or any of its officers,  directors or controlling persons in connection with the
issue and sale of the Shares in connection with the Registration Statement.

                           (b)      If any  action is brought against  the Buyer
in respect of which  indemnity  may be sought  against the  Company  pursuant to
Section 5, Buyer shall promptly notify the Company in writing of the institution
of such  action  and the  Company  shall  assume  the  defense  of such  action,
including the employment and fees of counsel (subject to the approval



                                        4





of Buyer) and payment of actual  expenses.  Buyer shall have the right to employ
its own  counsel in any such case,  but the fees and  expenses  of such  counsel
shall be at the expense of Buyer unless (i) the employment of such counsel shall
have been authorized in writing by the Company in connection with the defense of
such action,  or (ii) the Company shall not have employed counsel to have charge
of the  defense  of such  action,  or (iii)  the  Buyer  shall  have  reasonably
concluded that there may be defenses available to it which are different from or
additional  to those  available to the Company (in which case the Company  shall
not have the right to direct the defense of such action on behalf of the Buyer),
in any of which  events the fees and  expenses  of not more than one  additional
firm of attorneys  selected by Buyer and/or controlling person shall be borne by
the Company. Notwithstanding anything to the contrary contained herein, if Buyer
shall  assume the defense of such action as provided  above,  the Company  shall
have the right to  approve  the terms of any  settlement  of such  action  which
approval shall not be unreasonably withheld.

                           (c) Buyer agrees to indemnify  and hold harmless each
of the Company,  its directors,  officers and employees and any  underwriter (as
defined  in the  Securities  Act) and each  Controlling  Person of the  Company,
against any and all loss, liability,  claim, damage and expense described in the
foregoing  indemnity from the Company to Buyer,  but only with respect to untrue
statements  or omissions,  or alleged  untrue  statements or omissions  directly
relating to Buyer in the Registration Statement,  and in strict conformity with,
written  information  furnished to the Company by Buyer expressly for use in the
Registration  Statement. In case any action shall be brought against the Company
or any other person so indemnified based on the Registration  Statement,  and in
respect of which  indemnity may be sought  against  Buyer,  Buyer shall have the
rights and duties given to the Company, and the Company and each other person so
indemnified shall have the rights and duties given to Buyer by the provisions of
paragraph (b) above.

                           5.5      Contribution.

                           (a)      In  order to provide for just  and equitable
contribution  under  the  Securities  Act in any  case in which  (i) any  person
entitled to indemnification under this Section 5 makes claim for indemnification
pursuant  hereto  but it is  judicially  determined  (by  the  entry  of a final
judgment or decree by a court of competent  jurisdiction  and the  expiration of
time  to  appeal  or  the  denial  of  the  last  right  of  appeal)  that  such
indemnification  may not be enforced in such case  notwithstanding the fact that
this Section 5 provides for  indemnification  in such case, or (ii) contribution
under the Securities  Act, the Exchange Act, or otherwise may be required on the
part of any such person in circumstances for which  indemnification  is provided
under this Section 5, then,  and in each such case,  the Company and Buyer shall
contribute,  in proportion to their  relative  fault,  to the aggregate  losses,
liabilities,  claims,  damages and expenses of the nature  contemplated  by said
indemnity  agreement  incurred by the Company and Buyer, as incurred;  provided,
that, no person guilty of a fraudulent  misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.

                           (b)    Within fifteen days after receipt by any party
to this Agreement (or its  representative)  of notice of the commencement of any
action,  suit or  proceeding,  such party will, if a claim for  contribution  in
respect thereof is to be made against another party (the "contributing  party"),
notify the contributing party of the commencement thereof, but the omission



                                        5





to so notify the contributing party will not relieve it from any liability which
it may have to any other party other than for  contribution  hereunder.  In case
any such action, suit or proceeding is brought against any party, and such party
notifies a contributing party or its representative of the commencement  thereof
within the aforesaid  fifteen days, the  contributing  party will be entitled to
participate  therein with the notifying party and any other  contributing  party
similarly notified. Any such contributing party shall not be liable to any party
seeking  contribution  on account  of any  settlement  of any  claim,  action or
proceeding  effected  by such  party  seeking  contribution  on  account  of any
settlement  of any Claim,  action or  proceeding  effected by such party seeking
contribution  without  the  written  consent  of such  contributing  party.  The
contribution  provisions  contained in this Section 5 are intended to supersede,
to the extent  permitted by law, any right to contribution  under the Securities
Act, the Exchange Act or otherwise available.

                  6.       MISCELLANEOUS.

                           6.1     Expenses. Each  party shall be liable for its
own expenses in connection with the transactions contemplated by this Agreement.

                           6.2     Amendments. This Agreement may not be changed
orally,  but only by an  agreement in writing  signed by the party  against whom
enforcement is sought.

                           6.3     Successors  and Assigns.  All  covenants  and
agreements in this Agreement  contained by or on behalf of either of the parties
hereto  shall bind and inure to the  benefit of the  respective  successors  and
assigns of the Company and of Buyer, whether so expressed or not.

                           6.4     Notices, Etc.  All notices, requests, demands
and other communications hereunder shall be in writing and shall be delivered in
person or mailed by certified or registered mail first-class, postage prepaid:

      If to the Company:                        with a copy to:

      Individual Investor Group, Inc.           Individual Investor Group, Inc.
      1633 Broadway, 38th Floor                 1633 Broadway, 38th Floor
      New York, New York 10019                  New York, New York  10019
      Attention:  Mr. Jonathan L. Steinberg     Attn: General Counsel

      If to the Buyer:

      Wise Partners, L.P.                       Graubard Mollen & Miller
      c/o Jonathan Steinberg                    600 Third Avenue
      Individual Investor Group, Inc.           New York, New York 10016
      1633 Broadway, 38th Floor                 Attn: Peter Ziemba, Esq.
      New York, New York 10019

Any such  notice,  request,  demand or other  communication  hereunder  shall be
deemed to have  been  duly  given or made and to have  become  effective  (i) if
delivered by hand, at the time of receipt thereof and (ii) if sent by registered
or certified first-class mail, postage prepaid, five business days thereafter.



                                        6





                  Any party  may,  by written  notice to the  other,  change the
address to which notices to such party are to be delivered or mailed.

                           6.5      Governing Law.  This Agreement is being
delivered  and is intended to be performed in the State of New York and shall be
construed and enforced in accordance  with,  and the rights of the parties shall
be governed by, the law of such State.

                  IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  and
delivered this Agreement as of the date first above written.


COMPANY:                                             BUYER:

INDIVIDUAL INVESTOR GROUP, INC.             WISE PARTNERS, L.P.



By:                                         BY:
   -----------------------------               -------------------------------
     Scot Rosenblum                                Jonathan Steinberg
     Senior Vice President                           General Partner



                                        7




                                DEMAND GRID NOTE



                                                            New York, New York
$9,000,000.00                                         Date:  December 30, 1997


         ON DEMAND,  the undersigned  ("Maker")  promises to pay to the order of
REPUBLIC  NATIONAL  BANK OF NEW YORK  ("Bank") at the  principal  office of Bank
located  at 452 Fifth  Avenue,  New York,  New York 10018 or at any of its other
banking  offices in New York as Bank may  designate by written  notice to Maker,
the  principal  sum of NINE  MILLION  DOLLARS,  or so much  thereof  as shall be
advanced by Bank to Maker, in Bank's sole discretion,  and not repaid,  together
with  interest  on  the  unpaid  principal  amount  hereof  from  time  to  time
outstanding  from the date  hereof  until the date on which this Note is paid in
full, at the rate set forth below.

         Interest on the unpaid  principal  of this Note will be due and payable
when  demand is made for  payment of the  principal  of this Note and  (indicate
whichever is applicable):

                    X on the last day of each month.

                       on the _________  day of each __________.

         Prior to the date that  demand  is made for  payment  of the  principal
hereof,  this Note shall bear interest at a rate (the "Contract  Rate") equal to
(indicate whichever is applicable):

                  ___      a fixed rate of ______% per annum.

                   X       a  fluctuating   rate  of  O%  per  annum  above  the
                           Reference  Rate  (as  defined  below),  such  rate to
                           change  without  notice  from  time to time with each
                           change in the Reference Rate.

After demand is made for payment of the principal of this Note,  interest  under
this Note shall be payable on demand and shall accrue at a fluctuating  rate per
annum equal to 2% per annum above (i) if the Contract Rate is a fixed rate,  the
Contract  Rate, or (ii) if the Contract Rate is a fluctuating  rate, the greater
from  time to time of (x) the  Contract  Rate in  effect  on the  date  that the
principal  became due and (y) the  Contract  Rate that would have been in effect
from  time to time if the  principal  had not  become  due.  Interest  shall  be
calculated on the basis of a 360-day year for actual days  elapsed.  In no event
shall the interest  rate  applicable at any time to this Note exceed the maximum
rate  permitted  by  law.  As used  herein,  "Reference  Rate"  means  the  rate
established  by Bank from time to time at its principal  domestic  office as its
reference  lending rate for domestic  commercial  loans.  Bank may make loans to
customers above, at or below the Reference Rate.

         This  Note  evidences  loans  made by  Bank to  Maker  in  Bank's  sole
discretion,  from time to time. The unpaid principal balance of this Note at any
time  shall  be the  total  amount  advanced  by Bank to Maker  in  Bank's  sole
discretion,  less the total amount of principal  payments  made hereon by Maker.
The date and amount of each such loan and each  payment on account of  principal
thereof may be endorsed by Bank on the grid  attached to and made a part of this
Note, and when so endorsed shall represent  evidence  thereof binding upon Maker
in the absence of manifest error.  Any failure by Bank to so endorse shall in no
way



                                        1





mitigate or discharge the  obligation of Maker to repay any loans actually made.
Maker may prepay this Note in whole at any time with all accrued interest to the
date of  prepayment.  So long as Maker is not in default under this Note,  Maker
may prepay  this Note in part at any time with  accrued  interest to the date of
prepayment on the principal amount prepaid.

         Requests  for  loans  to  Maker  from  Bank  and  directions  as to the
deposition of the proceeds thereof may be given orally  (including by telephone)
or in  writing to Bank by the  General  Partner  of Maker as  authorized  by the
Partnership  Bank  Account  Agreement  heretofore  delivered  to  Bank,  as such
Partnership  Bank Account  Agreement may be amended or  superseded  from time to
time,  provided an amended  Partnership  Bank Account  Agreement shall have been
executed by the General  Partner(s) of Maker and delivered to an officer of Bank
at its  office  for  payment.  Bank  may  conclusively  rely on the  authorities
contained  in said  Partnership  Bank Account  Agreement.  Any such loan so made
shall be conclusively  presumed to have been made to or for the benefit of Maker
and Maker shall be liable in respect  thereof when made in  accordance  with any
such request or direction,  or when deposited to any account of Maker with Bank,
even though persons other than those authorized to borrow on behalf of Maker may
have  authority to draw against such account.  Bank may rely on any such request
or direction which it believes to be genuine,  and Bank shall be fully protected
in so doing without any duty to make further  inquiry as to such  genuineness or
in  otherwise  acting in good faith in the  premises.  By making a request for a
loan,  Maker  shall  be  deemed  to be  representing  to  Bank  that  all of the
representations  and  warranties  of Maker  set  forth in this Note are true and
correct  as of the date of such  request  as if made on and as of such  date and
shall also be deemed to be representing and warranting to Bank that on such date
Maker is not in breach of any of its covenants to Bank set forth in this Note or
in any other  document or  instruments  of Maker to Bank and no event of default
has  occurred and is  continuing  with  respect to any  Obligations  (as defined
below).

                  This  Note  shall be  payable  in lawful  money of the  United
States of America in immediately  available funds.  Except as otherwise provided
herein with respect to  prepayments,  all payments on this Note shall be applied
to the  payment of  accrued  interest  before  being  applied to the  payment of
principal.  Any  payment  which is  required  to be made on a day which is not a
banking  business  day in the City of New  York  shall  be  payable  on the next
succeeding  banking  business day and such  additional time shall be included in
the computation of interest.  In the event that any other Obligations are due at
any time that Bank  receives a payment from Maker on account of this Note or any
such other  Obligations,  Bank may apply such  payment to amounts due under this
Note or any such other  Obligations  in such manner as Bank, in its  discretion,
elects, regardless of any instructions from Maker to the contrary.

         Maker  acknowledges that this Note is an obligation which is payable on
demand  and  that  notwithstanding   anything  to  the  contrary  in  any  other
instrument,  agreement or other  document to which Maker and/or Bank is a party,
the enumeration in any such document of specific  events of default,  conditions
and/or  covenants  relating to the loan  evidenced  by this Note or to any other
Obligation,  shall not be construed to qualify, define or otherwise limit in any
way Bank's right,  power or ability,  at any time, to make demand for payment of
the principal of and interest on this Note, and Maker agrees that the occurrence
of any event of  default  or breach of any  condition  or  covenant  in any such
document is not the only basis for demand to be made on this Note.

         To induce Bank, in its sole discretion,  to make loans to Maker,  Maker
represents,  warrants and covenants to Bank that (i) Maker is duly organized and
validly  existing in good  standing  under the laws of the  jurisdiction  of its
organization,  with full power and  authority to make,  deliver and perform this
Note; (ii) the



                                        2





execution,  delivery  and  performance  by Maker of this  Note  have  been  duly
authorized by all necessary  Partnership  action and do not and will not violate
or  conflict  with  its  Limited  Partnership  Agreement  or  any  agreement  or
instrument  to which  Maker is a party or which may be binding  on Maker;  (iii)
this  Note  has  been  fully  executed  by the  general  partner  of  Maker  and
constitutes a legal, valid, binding and enforceable obligation of Maker; (iv) no
authorization,   consent,   approval,   license,   exemption  of  or  filing  or
registration with, any court or government or governmental  agency is or will be
necessary to the valid execution, delivery or performance by Maker of this Note;
(v) the loans  evidenced  by this Note will be used solely for  working  capital
purposes;  and  (vi)  there  are no  pending  or  threatened  actions,  suits or
proceedings  against or  affecting  Maker by or before  any  court,  commission,
bureau or other governmental agency or instrumentality,  which,  individually or
in the  aggregate,  if  determined  adversely  to Maker,  would  have a material
adverse effect on the business, properties,  operations, or condition, financial
or otherwise, of Maker.

         Bank shall have a  continuing  lien  and/or  right of setoff on, and is
hereby  granted a security  interest in, all deposits  (general and special) and
credits with Bank or any Bank Affiliate of any Maker and indorser, and may apply
all or part of the  same  to any  Obligations,  at any  time or  times,  without
notice.  Bank shall have a continuing  lien on, and is hereby granted a security
interest in, all  property of every Maker and indorser and the proceeds  thereof
held or received by or for Bank or any Bank  Affiliate for any purpose,  whether
or not for the  express  purpose  of  serving  as  collateral  security  for the
Obligations.  As used in this  Note,  the term  "Bank  Affiliate"  includes  any
individual,  partnership or corporation acting as nominee or agent for Bank, and
any corporation or bank which is directly or indirectly  owned or controlled by,
or under common control with,  Bank. Any notice of disposition of property shall
be deemed  reasonable  if oral  notice is  attempted  to be given to the General
Partner of the Maker by telephone  and if written  notice is mailed by certified
mail at least five days before such  disposition to the last address of Maker or
indorser  on  Bank's  records.  However,  the  failure  of the Bank to reach the
General  Partner by  telephone  shall not limit any of the rights of the Bank at
law or  hereunder.  If the  Obligations  evidenced by this Note are secured by a
security  agreement  and/or other security  documents which Maker has separately
delivered to Bank (whether or not such documents make specific reference to this
Note),  reference to such  documents is made for a description of the collateral
provided  thereby  and of the rights of Maker and Bank  therein.  The rights and
remedies of Bank provided  hereunder are cumulative with the rights and remedies
available to Bank under any other  instruments or agreements or under applicable
law. As used in this Note,  the term  "Obligations"  means all  amounts  payable
under this Note and any and all other indebtedness,  obligations and liabilities
of Maker to  Bank,  and all  claims  of Bank  against  Maker,  now  existing  or
hereafter arising, direct or indirect (including  participations or any interest
of Bank in indebtedness of Maker to others),  acquired outright,  conditionally,
or as  collateral  security  from  another,  absolute  or  contingent,  joint or
several,  secured  or  unsecured,   matured  or  unmatured,   monetary  or  non-
monetary,arising out of contract or tort, liquidated or unliquidated, arising by
operation  of  law or  otherwise,  and  all  extensions,  renewals,  refundings,
replacements and modifications of any of the foregoing.

         In case any principal of or interest on this Note is not paid when due,
each Maker and indorser  shall be jointly and severally  liable for all costs of
enforcement  and collection of this Note incurred by Bank or any other holder of
this  Note,   including   but  not  limited  to  reasonable   attorneys'   fees,
disbursements and court costs. In addition, in the event of a default hereunder,
Maker shall pay all reasonable  attorneys'  fees and  disbursements  incurred by
Bank in obtaining  advice as to its rights and remedies in connection  with such
default.

         Maker and each indorser hereby separately waive presentment,  notice of
dishonor, protest and notice of protest, and any or all other notices or demands
(other than demand for payment) in connection with the



                                        3





delivery,  acceptance,  performance,  default,  endorsement or guarantee of this
Note. The liability of any Maker or indorser  hereunder  shall be  unconditional
and shall not be in any manner affected by any indulgence  whatsoever granted or
consented to by the holder hereof,  including,  but not limited to any extension
of time,  renewal,  waiver or other  modification.  Any failure of the holder to
exercise any right  hereunder shall not be construed as a waiver of the right to
exercise  the  same  or any  other  right  at any  time  and  from  time to time
thereafter.  Bank or any holder may accept late payments,  or partial  payments,
even though marked  "payment in full" or containing  words of similar  import or
other conditions, without waiving any of its rights. No amendment,  modification
or waiver of any  provision  of this Note nor consent to any  departure by Maker
therefrom shall be effective,  irrespective of any course of dealing, unless the
same shall be in writing  and  signed by Bank,  and then such  waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given. This Note cannot be changed or terminated orally or by estoppel
or waiver or by any alleged oral modification  regardless of any claimed partial
performance referable thereto.

         Any notice  from Bank to Maker or any  indorser  shall be deemed  given
when  delivered  to  Maker or such  indorser  by hand or five  days  after it is
deposited in the United States mail by certified  mail and addressed to Maker or
such indorser at the last address of maker or such indorser  appearing on Bank's
records.

         This Note shall be governed by and  construed  in  accordance  with the
laws of the State of New York applicable to instruments made and to be performed
wholly within that state. If any provision of this Note is held to be illegal or
unenforceable  for any reason  whatsoever,  such illegality or  unenforceability
shall not affect the validity of any other provision hereof.

         MAKER AND EACH  INDORSER  AGREE THAT ANY ACTION,  DISPUTE,  PROCEEDING,
CLAIM OR CONTROVERSY  BETWEEN MAKER OR SUCH INDORSER AND BANK,  WHETHER SOUNDING
IN CONTRACT,  TORT OR  OTHERWISE  ("DISPUTE"  OR  "DISPUTES")  SHALL,  AT BANK'S
ELECTION,  WHICH ELECTION MAY BE MADE AT ANY TIME PRIOR TO THE COMMENCEMENT OF A
JUDICIAL PROCEEDING BY BANK, OR IN THE EVENT OF A JUDICIAL PROCEEDING INSTITUTED
BY MAKER OR SUCH  INDORSER  AT ANY TIME  PRIOR TO THE LAST DAY TO ANSWER  AND/OR
RESPOND  TO A  SUMMONS  AND/OR  COMPLAINT  MADE BY  MAKER OR SUCH  INDORSER,  BE
RESOLVED BY ARBITRATION IN ACCORDANCE  WITH THE PROVISIONS OF THIS PARAGRAPH AND
SHALL,  AT THE  ELECTION  OF BANK,  INCLUDE  ALL  DISPUTES  ARISING OUT OF OR IN
CONNECTION WITH (1) THIS NOTE OR ANY RELATED AGREEMENTS OR INSTRUMENTS,  (2) ALL
PAST,  PRESENT AND FUTURE AGREEMENTS  INVOLVING MAKER OR SUCH INDORSER AND BANK,
(3) ANY  TRANSACTION  RELATED  TO THIS NOTE AND ALL  PAST,  PRESENT  AND  FUTURE
TRANSACTIONS  INVOLVING  MAKER OR SUCH INDORSER AND BANK,  AND (4) ANY ASPECT OF
THE PAST,  PRESENT OR FUTURE  RELATIONSHIP  OF MAKER OR SUCH  INDORSER AND BANK.
Bank may elect to require  arbitration of any Dispute with Maker or any indorser
without thereby being required to arbitrate all Disputes  between Bank and Maker
or such indorser.  Any such Dispute shall be resolved by binding  arbitration in
accordance  with Article 75 of the New York Civil Practice Law and Rules and the
Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In
the  event  of any  inconsistency  between  such  Rules  and  these  arbitration
provisions,  these  provisions  shall  supersede  such  Rules.  All  statutes of
limitations  which would otherwise be applicable  shall apply to any arbitration
proceeding under this paragraph.  In any arbitration  proceeding subject to this
paragraph, the arbitration panel (the "arbitrator") is specifically empowered to
decide  (by  documents  only,  or  with  a  hearing,  at the  arbitrator's  sole
discretion)  pre-hearing motions which are substantially similar to pre- hearing
motions to dismiss and motions for summary adjudication. In any such arbitration
proceeding,  the  arbitrator  shall  not have the  power or  authority  to award
punitive damages to any party. Judgment upon the


                                        4





award  rendered  may be entered in any court  having  jurisdiction.  Whenever an
arbitration  is required,  the parties  shall select an arbitrator in the manner
provided in this  paragraph.  No  provision  of, nor the  exercise of any rights
under, this paragraph shall limit the right of Bank (1) to foreclose against any
real or  personal  property  collateral  through  judicial  foreclosure,  by the
exercise of the power of sale under a deed of trust,  mortgage or other security
agreement  or  instrument,  pursuant  to  applicable  provisions  of the Uniform
Commercial Code, or otherwise herein pursuant to applicable law, (2) to exercise
self-help remedies including but not limited to setoff and repossession,  or (3)
to request and obtain from a court having jurisdiction  before,  during or after
the pendency of any  arbitration,  provisional or ancillary  remedies and relief
including but not limited to injunctive or mandatory  relief or the  appointment
of a  receiver.  The  institution  and  maintenance  of an  action  or  judicial
proceeding for, or pursuit of,  provisional or ancillary remedies or exercise of
self-help  remedies shall not constitute a waiver of the right of Bank,  even if
Bank is the  plaintiff,  to submit  the  Dispute  to  arbitration  if Bank would
otherwise  have such right.  Whenever  an  arbitration  is  required  under this
paragraph,  the  arbitrator  shall  be  selected,  except  as  otherwise  herein
provided,  in accordance  with the  Commercial  Arbitration  Rules of the AAA. A
single arbitrator shall decide any claim of $100,000 or less and he or she shall
be an  attorney  with at least five  years'  experience.  Where the claim of any
party  exceeds  $100,000,  the  Dispute  shall be decided by a majority of three
arbitrators, at least two of whom shall be attorneys (at least one of whom shall
have not less than five years' experience  representing  commercial  banks). The
arbitrator  shall  have the  power  to  award  recovery  of all  costs  and fees
(including  attorneys' fees,  administrative fees,  arbitrator's fees, and court
costs) to the  prevailing  party.  In the event of any Dispute  governed by this
paragraph,  each of the parties shall,  subject to the award of the  arbitrator,
pay an equal share of the arbitrator's fees.

         MAKER AND EACH  INDORSER  AGREE THAT ANY ACTION,  SUIT OR PROCEEDING IN
RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE INITIATED  AND  PROSECUTED  IN THE
STATE OR FEDERAL  COURTS,  AS THE CASE MAY BE,  LOCATED IN NEW YORK COUNTY,  NEW
YORK AND ANY  ARBITRATION  PROCEEDING  PURSUANT HERETO SHALL BE CONDUCTED IN NEW
YORK, NEW YORK. MAKER AND EACH INDORSER CONSENT TO AND SUBMIT TO THE EXERCISE OF
JURISDICTION  OVER ITS PERSON BY ANY SUCH  COURT  HAVING  JURISDICTION  OVER THE
SUBJECT  MATTER,  WAIVE  PERSONAL  SERVICE  OF ANY AND ALL  PROCESS  UPON IT AND
CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED  MAIL DIRECTED TO
MAKER OR SUCH INDORSER AT ITS ADDRESS SET FORTH BELOW OR TO ANY OTHER ADDRESS AS
MAY APPEAR IN BANK'S RECORDS AS THE ADDRESS OF MAKER OR SUCH INDORSER.

         IN ANY ACTION,  SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS
NOTE,  BANK,  MAKER AND EACH  INDORSER  WAIVE TRIAL BY JURY,  AND MAKER AND EACH
INDORSER  ALSO WAIVE (1) THE RIGHT TO INTERPOSE ANY SET-OFF OR  COUNTERCLAIM  OF
ANY NATURE OR  DESCRIPTION,  (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR
VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

         Bank is  authorized  to  fill  in any  blank  spaces  and to  otherwise
complete this Note and correct any patent errors herein.





                                        5





         Copies of all written notices given by Bank to Maker shall be sent to:

1)       Graubard Mollen & Miller
         600 Third Avenue
         New York, New York  10016
         Attention:  Peter M. Ziemba, Esq.

2)       Howard E. Steinberg, Esq.
         General Counsel
         Reliance Group Holdings, Inc.
         Park Avenue Plaza
         29th Floor
         55 East 52nd Street
         New York, New York  10055


                                                Wise Partners, L.P.
                                             Name of Maker


                                        By:____________________________________
                                             Signature of Authorized Signatory


                                         Jonathan L. Steinberg, General Partner
                                        ---------------------------------------
                                                Print Name and Title


                                                1633 Broadway, 38th Floor
                                                New York, New York   10019
                                        ---------------------------------------
                                                   Address for Notices



                                        6




                                           [If Maker is not a natural person,
                                            indicate the type of entity below]

                                                                                
                                            The Maker signing above is a:

                                            ___ partnership organized under
                                            the laws of ___________________

                                             X  limited partnership organized
                                             under the laws of Delaware

                                            ___ corporation organized under
                                            the laws of ___________________

                                            ___ other (specify): ___________

                         LOANS AND PAYMENTS OF PRINCIPAL



                                    Amount of        Unpaid
                      Amount of     Principal       Principal        Notation
Date     Loan No.       Loan          Paid           Balance         Made By


















                                        7




                                    GUARANTY
                             AND SECURITY AGREEMENT

                                                       Date:  December 30, 1997

SECTION 1. Definitions. The following terms have the following meanings unless
otherwise specified herein:

"Bank" means Republic National Bank of New York, a national banking association,
and its  successors  and assigns,  and any Person acting as agent or nominee for
Republic  National  Bank of New York and any  corporation  the stock of which is
owned or controlled  directly or indirectly by, or is under common control with,
Republic National Bank of New York and/or Republic New York Corporation.

"Bankruptcy  Code"  shall  mean  the  United  States  Bankruptcy  Code,  and any
amendments thereto (Title 11, United States Code).

"Borrower",  shall mean Wise Partners,  L.P., a Delaware limited partnership (if
more than one, "Borrower" shall mean each, any or all of them).

"Claims" shall mean each "claim" as that term is defined under Section 101(5) of
the Bankruptcy Code.

"Collateral"   shall  mean  all  property   that  secures  the  payment  of  the
Obligations, and any Proceeds thereof.

"Guaranty" shall mean this Guaranty and Security Agreement.

"Guarantor" shall mean the undersigned (and if more than one,  "Guarantor" shall
mean each, any and all of them, jointly and severally).

"Liabilities" shall mean any and all indebtedness, obligations (whether monetary
or  non-monetary)  and liabilities of Guarantor to the Bank under this Guaranty,
and all Claims thereon.

"Lien" means any lien, security interest, pledge, hypothecation,  or other claim
in or with respect to any Security.

"Obligations"  shall mean any and all indebtedness,  obligations and liabilities
of the Borrower to the Bank,  and all Claims of the Bank  against the  Borrower,
now existing or hereafter arising, which indebtedness,  obligations, liabilities
and Claims arise solely in connection  with the  $9,000,000  demand grid note of
the  Borrower  dated  December __, 1997 and all  extensions  and renewals of the
foregoing.

"Person"  shall  mean  any  natural  person,  corporation,  partnership,  trust,
government or other association or legal entity.

"Proceeds"  shall have the meaning assigned to that term by the New York Uniform
Commercial  Code,  as  amended,  and  also  means  all  "proceeds,"  "products,"
"offspring," "rents" or "profits" of any property, as such quoted terms are used
in the Bankruptcy Code.

"Security"  shall mean any property which secures  payment or performance of any
of the Liabilities, and all Proceeds thereof.

SECTION 2. Scope of Guaranty.  In  consideration  of any  extension of credit or
other financial accommodation  heretofore,  now or hereafter made by the Bank to
or for the account of the Borrower,  whether voluntary or obligatory,  Guarantor
hereby  absolutely  and  unconditionally  guarantees  to the Bank the prompt and
complete  payment  and  performance  when due  (whether at stated  maturity,  by
required  prepayment,  acceleration,  or otherwise) of all  Obligations  and all
reasonable  expenses incurred in collecting or enforcing the same, as more fully
set forth below, all of which conclusively shall be deemed to have been incurred
in reliance upon this

                                        1





Guaranty,  as if each  of the  foregoing  were  the  direct  and  primary  legal
responsibility of Guarantor and not the Borrower.

SECTION 3. Security.  As Security for the  Liabilities  of Guarantor,  Guarantor
hereby grants to the Bank a continuing  lien upon and security  interest in, and
hereby pledges, assigns and transfers to the Bank, all right, title and interest
of  Guarantor  in and to all  deposits  (general or special) of Guarantor at any
time  maintained  with the Bank or any branch,  subsidiary  or  affiliate of the
Bank,  wherever  located,  and any  substitutions  and all products and Proceeds
thereof,  and any other  property  described  below,  whether  now or  hereafter
existing  or  acquired  and  wherever  located,  and any  substitutions  and all
products and Proceeds (including but not limited to insurance proceeds) thereof:

[mark or initial the applicable boxes]

Specific                     X   All of the following property:  See Schedule A
Property


Guarantor  further  grants  to the Bank a  continuing  lien  upon  and  security
interest in, and hereby  pledges and assigns to the Bank,  all right,  title and
interest of  Guarantor  in and to any and all moneys,  securities  and any other
property of Guarantor  and the Proceeds  thereof,  now or hereafter  actually or
constructively held or received by or in transit to or from the Bank,  including
its branches,  subsidiaries and affiliates,  wherever located,  for any purpose,
including, without limitation, for collection, custody, pledge and transmission.
Guarantor  hereby  authorizes the Bank to sign and file financing  statements at
any time with  respect to any  Security  without  the  signature  of  Guarantor.
Guarantor  will,  however,  at any time on request of the Bank,  sign  financing
statements,   trust  receipts,   security  agreements  or  other  agreements  or
instruments with respect to any Security. Upon Guarantor's failure to do so, the
Bank is authorized,  as the agent of Guarantor, to sign (and file, if Bank deems
appropriate) any such instrument. Guarantor agrees to pay all filing fees and to
reimburse the Bank for all costs and expenses of any kind reasonably incurred in
any way in connection with the Security.

    The Bank or its nominee may exercise any right of Guarantor  with respect to
any Security  whether or not any Obligation or Liability is then due and payable
or any default has  occurred.  In any  statutory  or  non-statutory  proceeding,
affecting  the  Borrower,  Guarantor  or  any  Security  or  any  Obligation  or
Liability,  the  Bank or its  nominee  may,  whether  or not any  Obligation  or
Liability  is then due and  payable  or any  default  shall have  occurred,  and
regardless of the amount of Obligations or Liabilities,  assert, or file a proof
of claim for, the full amount of any such Obligation,  Liability or the Security
and vote  such  claim,  for the full  amount  thereof:  (a) for or  against  any
proposal or  resolution;  (b) for a trustee or  trustees  or for a committee  of
creditors;  or (c) for the acceptance or rejection of any proposed  arrangement,
plan of  reorganization,  wage earners plan,  composition or extension,  and the
Bank or its nominee may receive any payment or distribution and give acquittance
therefor and may exchange or release any Security.  Guarantor agrees that at any
time,  whether or not any Obligation or Liability is then due and payable or any
default shall have occurred, the Bank shall have the right to notify any account
debtor (with respect to any Security consisting of Accounts),  or the obligor on
any  Instrument  or other right or claim of  Guarantor  to any payment  which is
Security, to make payment directly to the Bank, whether or not any default shall
have occurred and whether or not Guarantor was theretofore making collections on
such Security,  and also to take control of any Proceeds the Bank is entitled to
under  Section  9-306 of the New York Uniform  Commercial  Code. If any Security
consists of Accounts,  Instruments or other rights or claims of Guarantor to any
payment,  then at the Bank's request Guarantor shall promptly notify (in manner,
form and substance  satisfactory to the Bank) all Persons obligated to Guarantor
under any such  Accounts,  Instruments or other rights or claims of Guarantor to
any  payment  that the Bank  possesses  a security  interest  in such  Accounts,
Instruments  or other  rights or claims of Guarantor to any payment and that all
payments in respect of such  Accounts,  Instruments or other rights or claims of
Owner to any payment are to be made  directly to the Bank.  Guarantor  shall not
settle, compromise or adjust any disputed amount, or allow any credit, rebate or
discount with respect to any Account, Instrument or other right

                                        2





or claim of  Guarantor  to any payment  which  constitutes  Security  under this
Guaranty. After the Bank shall have given any notice to an account debtor of the
type  specified  above,  any and all accounts  recovered  by Guarantor  from the
account  debtor or other obligor so notified  shall be promptly  remitted to the
Bank,  and until so remitted  shall be segregated by Guarantor and held in trust
for the Bank.

    Any and all stocks,  bonds or other securities of Guarantor at any time held
by the  Bank  hereunder  may,  with  notice,  when an event  of  default  exists
hereunder,  be  registered  in the  name  of the  Bank  or its  nominee  without
disclosing  that the Bank is a pledgee.  The Bank or such nominee (when an event
of default  exists  hereunder  and  regardless of the amount of  Obligations  or
Liabilities)  may, with notice,  exercise all voting and Corporate rights at any
meeting of any corporation issuing such stocks,  bonds or other securities,  and
exercise any and all rights of conversion,  exchange,  subscription or any other
rights,  privileges  or  options  pertaining  to such  stocks,  bonds  or  other
securities as if the absolute owner thereof,  including  without  limitation the
right to exchange, at its discretion, any and all of such stocks, bonds or other
securities  for other stocks,  bonds,  securities or any other property upon the
merger, consolidation, reorganization, recapitalization or other readjustment of
any corporation issuing the same or upon the exercise by the issuing corporation
or the Bank of any right,  privilege or option pertaining to such stocks, bonds,
or other securities, and in connection therewith, to deposit and deliver any and
all of such  stocks,  bonds or other  securities  with any  committee,  trustee,
depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as it may determine,  all without liability except to account for
property  actually  received by it. If Guarantor,  as  registered  holder of any
security,   shall  become   entitled  to  receive  or  does  receive  any  stock
certificate,  option or right,  in  substitution  of, or in exchange  for,  such
security, or otherwise,  Guarantor agrees to accept same as the Bank's agent and
to hold same in trust for the Bank,  and to  forthwith  deliver  the same to the
Bank in the exact form received, with Guarantor's endorsement when necessary, to
be held by the Bank as Security.

    Guarantor  recognizes that the Bank may be unable to effect a public sale of
any  securities  which may  constitute  a portion of the  Security  by reason of
certain  prohibitions  contained in the  Securities  Act of 1933 and  applicable
state  securities  laws and instead may resort to one or more  private  sales of
such Security to a restricted group of purchasers who would be obliged to agree,
among  other  things,  to acquire  such  securities  for their own  account  for
investment and not with a view to the distribution or resale thereof.  Guarantor
recognizes and agrees that, because of this restriction, sales of securities may
result in prices  and other  terms  less  favorable  to the  seller  than if the
disposition  were  made  pursuant  to a public  sale and,  notwithstanding  such
circumstances,  agrees that any such  private or limited  sale or sales shall be
deemed to have been made in a commercially  reasonable manner. The Bank shall be
under no obligation to delay a sale of any of the securities  constituting  part
of the  Security  for the period of time  necessary to permit the issuer of such
securities to register them for public sale under the  Securities Act of 1933 or
under applicable state securities laws.

    To the extent permitted by applicable law, the Bank or its nominee is hereby
given a right of setoff  for the amount of the  Liabilities  upon any of and all
said  deposits  and any  credits of  Guarantor  with,  and any and all claims of
Guarantor  against,  the  Bank  at any  time  existing  and the  Bank is  hereby
authorized to setoff and apply such deposits,  credits and claims, without prior
notice or demand,  to the  Liabilities in such order and amounts as the Bank may
elect.

    Guarantor shall, upon request of the Bank, assemble the Security and make it
available  to the  Bank  at a  place  to be  designated  by the  Bank  which  is
reasonably  convenient to the Bank and  Guarantor.  The Bank will give Guarantor
notice of the time and place of any public  sale of the  Security or of the time
after which any private sale or any other intended  disposition thereof is to be
made by sending notice, as provided below, at least five days before the time of
the sale or  disposition,  which  provisions  for  notice  Guarantor  agrees are
reasonable.  No such notice  need be given by the Bank with  respect to Security
which is  perishable  or threatens to decline  speedily in value or is of a type
customarily  sold on a recognized  market.  Guarantor shall remain liable to the
Bank for the payment of any deficiency with interest thereon at the highest rate
applicable to the  Obligations,  or if no rate is specified with respect to such
Obligations, at the then legal rate of interest.


                                        3





    Guarantor  will do all such  other  acts and  things  and will  execute  and
deliver all such other  instruments and documents,  including  further  security
agreements,  pledges,  endorsements,  assignments,  and  notices as the Bank may
reasonably deem necessary or advisable from time to time in order to perfect and
preserve  the Liens  created  by this  Guaranty  and  will,  at its own cost and
expense,  cause such Lien to be perfected and continue to be perfected and to be
and remain  prior to all other Liens.  The Bank,  acting  through its  officers,
employees  and  authorized   agents,   is  hereby   irrevocably   appointed  the
attorney-in-fact of Guarantor to do, at Guarantor's expense, all acts and things
which the Bank may reasonably deem necessary or advisable to preserve,  perfect,
continue to perfect  and/or  maintain the priority of such Liens,  including the
signing of financing,  continuation  or other similar  statements and notices on
behalf of Guarantor,  and which Guarantor is required to do by the terms of this
Guaranty.  Guarantor  hereby  authorizes  the Bank to sign  and  file  financing
statements  with respect to the  Security  without the  signature of  Guarantor.
Guarantor shall pay all filing fees for financing statements with respect to the
Security.

SECTION 4.  Reinstatement.  If after  receipt of any  payment of or  proceeds of
Security  applied (or intended to be applied) to the payment of, all or any part
of the  Obligations,  the  Bank is for any  reason  compelled  to  surrender  or
voluntarily surrenders, such payment or proceeds to any person, (a) because such
payment or application of proceeds is or may be avoided,  invalidated,  declared
fraudulent,  set  aside,  determined  to be void or  voidable  as a  preference,
fraudulent  conveyance,  impermissible  setoff or a diversion of trust funds; or
(b) for any other reason, including without limitation (i) any judgment,  decree
or order of any Court or administrative  body having  jurisdiction over the Bank
or any of its property,  or (ii) any  settlement or compromise of any such claim
effected by the Bank with any such claimant  (including the Borrower),  then the
Obligations  or part thereof  intended to be satisfied  shall be reinstated  and
continue and this  Guaranty  shall  continue in full force as if such payment or
proceeds  had not been  received  by the Bank,  notwithstanding  any  revocation
thereof  or the  cancellation  of any note or other  instrument  evidencing  any
Obligation or otherwise;  and Guarantor  shall be liable to pay to the Bank, and
hereby does  indemnify  the Bank and hold the Bank  harmless  for, the amount of
such  payment  or  proceeds  so  surrendered  and all  expenses  (including  all
attorneys' fees, court costs and expenses  attributable thereto) incurred by the
Bank in the  defense  of any claim  made  against  the Bank that any  payment or
proceeds  received by the Bank in respect of all or any part of the  Obligations
must be  surrendered.  The  provisions  of this  Section  4  shall  survive  the
termination of this Guaranty, and any satisfaction and discharge of the Borrower
by virtue of any payment, court order or any federal or state law.

SECTION 5. Waiver.  Guarantor  hereby  waives (a) notice of  acceptance  of this
Guaranty  and all  notice of the  creation,  extension  or accrual of any of the
Obligations;  (b)  presentment  and  protest;  (c)  notice of any  other  nature
whatsoever,  except for notices  specifically  provided for in this  Guaranty or
which may not be waived under  applicable law; (d) any requirement that the Bank
file any claim in the event of the bankruptcy of the Borrower; or (e) failure to
exercise or enforce the Bank's rights under any other  guaranties of or security
for the Obligations; and Guarantor further agrees that this Guaranty will not be
discharged  (subject  to the  provisions  contained  in  Section  11)  except by
complete  performance of all  Obligations of the Borrower and the Liabilities of
Guarantor hereunder. **See Addendum to this Section 5.

SECTION  6.  Consent.  Guarantor  hereby  consents  that from time to time,  and
without further notice to or consent of Guarantor,  the Bank may take any or all
of the following actions without  diminishing,  releasing or otherwise affecting
the liability of Guarantor to pay and perform under this  Guaranty:  (a) extend,
renew, modify, compromise,  settle or release the Obligations (including without
limitation  any  increase  or  decrease in the  interest  rate);  (b) release or
compromise  any  liability of any party or parties with respect to  Obligations;
(c) release its security  interest in any or all of the  Collateral or exchange,
surrender,  or otherwise deal with the Collateral as the Bank may determine;  or
(d) exercise or refrain from  exercising any right or remedy of the Bank against
any person or property.

SECTION 7. Guaranty  Absolute.  The  liability of Guarantor  under this Guaranty
shall be  absolute  and  unconditional  irrespective  of any  lack of  validity,
regularity  or  enforceability  of the  Obligations  or any note,  instrument or
agreement  evidencing the same or relating thereto, the acceptance of additional
guarantees or

                                        4





collateral  or  the  termination,  by  operation  of law  or  otherwise,  of the
liability of anyone with respect to the Obligations,  or any other  circumstance
which might otherwise  constitute a defense available to, or a discharge of, the
Borrower.

SECTION 8. [Deleted]

SECTION  9.  Expenses.  Guarantor  hereby  agrees  to pay any  and all  expenses
reasonably  incurred by the Bank in enforcing  any rights under this Guaranty or
in  defending  any of its  rights or any  amounts  received  hereunder.  Without
limiting the foregoing,  Guarantor  agrees that whenever any attorney is used by
the  Bank to  obtain  payment  hereunder,  to  advise  it as to its  rights,  to
adjudicate the rights of the parties  hereunder or for the defense of any of its
rights or amounts received hereunder,  the Bank shall be entitled to recover all
reasonable attorneys' fees, court costs, and expenses attributable thereto.

SECTION  10.  Binding  Effect.  Except  to the  extent it may be  terminated  in
accordance  with Section 11, this Guaranty shall remain in full force and effect
and shall be binding upon Guarantor,  its successors and assigns,  in accordance
with its terms, notwithstanding any increase, decrease or change in the partners
of Guarantor, if it should be a partnership,  or the merger,  consolidation,  or
reorganization  of  Guarantor,  if it be a  corporation,  or  any  other  change
concerning the form, structure or substance of any such entity.

SECTION 11.  Continuing  Guaranty;  Termination.  This  Guaranty is a continuing
guaranty,  which shall remain in effect until notice of  termination  in writing
from Guarantor is actually  received by the Bank at the Bank's address set forth
below.  Such  termination will be effective only with respect to all Obligations
incurred or contracted by the Borrower or acquired by the Bank after the date on
which such notice is so received,  but this Guaranty  shall remain in full force
and effect as to all Obligations existing at the date of receipt of such notice,
including  all  renewals,  compromises,   modifications,  extensions  and  other
amendments  relating  thereto,  all  interest  thereon and  collection  expenses
therefor, until full payment of such Obligations to the Bank.

SECTION 12. Obligations Deemed to Become Due. If the Borrower or Guarantor makes
an assignment for the benefit of creditors or a trustee or receiver is appointed
for the Borrower or Guarantor or for any of its property;  or any  proceeding by
or  against  the  Borrower  or  Guarantor  (or any other  guarantor),  under any
bankruptcy,  reorganization,  arrangement of debt,  insolvency,  readjustment of
debt,  receivership,  liquidation or dissolution law or statute is commenced; or
Guarantor  fails to furnish to the Bank such  financial  information  concerning
Guarantor as the Bank may from time to time request; or Bank shall in good faith
determine  that there has been a material  adverse  change in Guarantor's or the
Borrower's  net worth or in good  faith deem  itself  insecure  with  respect to
Guarantor's  or the  Borrower's  financial  condition  or  ability  to  pay  the
Liabilities or Obligations, as the case may be, then all Obligations, regardless
of  their  terms,  for  the  purposes  of  this  Guaranty,   together  with  all
Liabilities,  shall be immediately due and payable,  notwithstanding the absence
of any default by the Borrower under any of the Obligations.

SECTION 13. [Deleted]

SECTION 14. Notices.  Each notice or other  communication  hereunder shall be in
writing,  shall  be sent by  messenger,  by  first  class  mail or by  facsimile
transmitter, and shall be effective when received, and shall be sent as follows:

    If to the  Guarantor,  to the address set forth below its  signature or such
other  address  as it may  designate,  by  written  notice to the Bank as herein
provided or such other address as may appear in the records of the Bank.

                                        5






If to the Bank, to the following address:

                       Republic National Bank of New York
                                452 Fifth Avenue
                            New York, New York 10018
                           Attention: Loan Department

or such other address as it may designate, by written notice to the Guarantor as
herein provided. **See Addendum to this section 14.

SECTION 15. Other Guarantees;  Amendments.  The execution and delivery hereafter
to the Bank by Guarantor of a new  instrument of guarantee  shall not terminate,
supersede or cancel this instrument, unless expressly provided therein, and this
instrument shall not terminate,  supersede or cancel any instrument of guarantee
previously  delivered to the Bank by  Guarantor,  and all rights and remedies of
the Bank hereunder or under any instrument of guarantee  hereafter or heretofore
executed and delivered to the Bank by Guarantor  shall be cumulative  and may be
exercised singly or concurrently. This Guaranty may be amended only by a writing
executed by Guarantor and a duly authorized officer of the Bank.

SECTION 16. No Waiver;  Cumulative Remedies. No delay on the part of the Bank in
exercising any of its options,  powers or rights,  or partial or single exercise
thereof,  shall constitute a waiver thereof.  NO WAIVER OF ANY PROVISION OF THIS
GUARANTY IS EFFECTIVE  UNLESS MADE IN WRITING AND EXECUTED BY A DULY  AUTHORIZED
OFFICER OF THE BANK. All rights and remedies hereunder are cumulative and may be
exercised singly or concurrently.

SECTION 17. Statute of Limitations. Any acknowledgment,  new promise, payment of
principal or interest or other act by the Borrower or others with respect to the
Obligations shall be deemed to be made as agent of Guarantor,  and shall, if the
statute  of  limitations  in favor of  Guarantor  against  the Bank  shall  have
commenced to run, toll the running of such statute of  limitations,  and if such
statute of  limitations  shall  have  expired,  prevent  the  operation  of such
statute.

SECTION 18.  Governing Law; Consent to  Jurisdiction;  Service of Process.  This
Guaranty  shall be governed by and construed in accordance  with the laws of the
State of New York made and to be performed  wholly within that State.  Guarantor
hereby  consents to the  jurisdiction of the courts of the State of New York and
the courts of the United States of America for the Southern District of New York
and consents  that any' action or  proceeding  hereunder  may be brought in such
courts,  and waives any objection that it may now or hereafter have to the venue
of any such  action  or  proceeding  in any such  court or that  such  action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;  and  authorizes  the service of process on Guarantor by registered or
certified mail sent to its address as set forth in Section 14.

SECTION 19. RIGHT OF BANK TO ARBITRATE DISPUTES.

(a)  GUARANTOR AGREES THAT ANY ACTION, DISPUTE, PROCEEDING, CLAIM OR CONTROVERSY
     BETWEEN OR AMONG GUARANTOR AND THE BANK WHETHER SOUNDING IN CONTRACT,  TORT
     OR OTHERWISE ("DISPUTE" OR "DISPUTES") SHALL, AT THE BANK'S ELECTION, WHICH
     ELECTION  MAY BE MADE AT ANY TIME PRIOR TO THE  COMMENCEMENT  OF A JUDICIAL
     PROCEEDING BY THE BANK, OR IN THE EVENT OF A JUDICIAL PROCEEDING INSTITUTED
     BY GUARANTOR AT ANY TIME PRIOR TO THE LAST DAY TO ANSWER AND/OR  RESPOND TO
     A SUMMONS AND/OR COMPLAINT MADE BY GUARANTOR, BE RESOLVED BY ARBITRATION IN
     NEW YORK, NEW YORK IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 19 AND
     SHALL, AT THE ELECTION OF THE BANK,  INCLUDE ALL DISPUTES ARISING OUT OF OR
     IN  CONNECTION  WITH  (I)  THIS  GUARANTY  OR  ANY  RELATED  AGREEMENTS  OR
     INSTRUMENTS,  (II)  ALL  PAST,  PRESENT  AND  FUTURE  AGREEMENTS  INVOLVING
     GUARANTOR AND THE BANK,

                                        6





     (III) ANY TRANSACTION  CONTEMPLATED HEREBY AND ALL PAST, PRESENT AND FUTURE
     TRANSACTIONS  INVOLVING  GUARANTOR AND THE BANK, AND (IV) ANY ASPECT OF THE
     PAST,  PRESENT OR FUTURE  RELATIONSHIP  OF GUARANTOR AND THE BANK. Bank may
     elect to require  arbitration  of any such Dispute with  Guarantor  without
     thereby  being  required to  arbitrate  all  Disputes  between the Bank and
     Guarantor.  Any such dispute  shall be resolved by binding  arbitration  in
     accordance with Article 75 of the New York Civil Practice Law and Rules and
     the commercial  arbitration rules of the American  arbitration  association
     ("AAA").  In the event of any  inconsistency  between  such Rules and these
     arbitration  provisions,  these  provisions shall supersede such Rules. All
     statutes of limitations  which would otherwise be applicable shall apply to
     any arbitration  proceeding under this subsection 19(a). In any arbitration
     proceeding  subject  to  these  provisions,   the  arbitration  panel  (the
     "arbitrator")  is  specifically  empowered to decide (by documents only, or
     with a hearing,  at the arbitrator's sole discretion)  pre-hearing  motions
     which are  substantially  similar to  pre-hearing  motions  to dismiss  and
     motions for summary adjudication.  In any such arbitration proceeding,  the
     arbitrator  shall not have the power or authority to award punitive damages
     to any party.  Judgment upon the award rendered may be entered in any court
     having jurisdiction. Whenever an arbitration is required, the parties shall
     select an arbitrator in the manner provided in subsection 19(d).

(b)  No provision  of, nor the exercise of any rights  under,  subsection  19(a)
     shall  limit the right of any party (i) to  foreclose  against  any real or
     personal property collateral through judicial foreclosure,  by the exercise
     of a power  of sale  under a deed of  trust,  mortgage  or  other  security
     agreement or instrument,  pursuant to applicable  provisions of the Uniform
     Commercial Code, or otherwise  pursuant to applicable law, (ii) to exercise
     self help remedies including but not limited to setoff and repossession, or
     (iii) to request and obtain from a court having jurisdiction before, during
     or after the pendency of any arbitration, provisional or ancillary remedies
     and relief  including but not limited to injunctive or mandatory  relief or
     the appointment of a receiver. The institution and maintenance of an action
     or  judicial  proceeding  for,  or pursuit  of,  provisional  or  ancillary
     remedies or exercise of self help remedies shall not constitute a waiver of
     the right of the Bank,  even if the Bank is the  plaintiff,  to submit  the
     Dispute to arbitration if the Bank would otherwise have such right.

(c)  The  Bank  may  require  arbitration  of  any  Dispute(s)   concerning  the
     lawfulness,   unconscionableness,   propriety,  or  reasonableness  of  any
     exercise by the Bank of its right to take or dispose of any  Collateral  or
     its exercise of any other right in connection  with  Collateral  including,
     without limitation, judicial foreclosure,  exercising a power of sale under
     a deed of trust or mortgage,  obtaining or executing a writ of  attachment,
     taking or disposing of property with or without  judicial  process pursuant
     to Article 9 of the Uniform  Commercial  Code or  otherwise as permitted by
     applicable law, notwithstanding any such exercise by the Bank.

(d)  Whenever an arbitration is required under subsection  19(a), the arbitrator
     shall be selected,  except as otherwise herein provided, in accordance with
     the  Commercial  Arbitration  Rules of the AAA. A single  arbitrator  shall
     decide  any claim of  $100,000  or less and he or she shall be an  attorney
     with at least five years' experience.  Where the claim of any party exceeds
     $100,000,  the  Dispute  shall  be  decided  by a  majority  vote of  three
     arbitrators,  at least two of whom shall be attorneys (at least one of whom
     shall have not less than five  years'  experience  representing  commercial
     banks).

(e)  In the  event of any  Dispute  governed  by this  Section  19,  each of the
     parties shall,  subject to the award of the arbitrator,  pay an equal share
     of the  arbitrator's  fees.  The  arbitrator  shall have the power to award
     recovery of all costs and fees (including  attorneys' fees,  administrative
     fees, arbitrator's fees, and court costs) to the prevailing party.

SECTION 20. Severability. If any one or more of the provisions contained in this
Guaranty or any  document  executed  in  connection  herewith  shall be invalid,
illegal or  unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining  provisions  contained herein shall
not (to the full extent permitted by law) in any way be affected or impaired.

                                        7





SECTION 21.  Headings.  The  descriptive  headings used in this Guaranty are for
convenience  only and shall not be deemed to affect the meaning or  construction
of any provision hereof.

SECTION  20.  WAIVER  OF TRIAL BY JURY.  EACH OF THE BANK AND  GUARANTOR  HEREBY
WAIVES TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  BROUGHT BY OR
AGAINST IT ON ANY MATTERS WHATSOEVER,  IN CONTRACT OR IN TORT, ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS GUARANTY OR THE OBLIGATIONS.

SECTION 21. WAIVER OF CERTAIN OTHER RIGHTS. GUARANTOR HEREBY WAIVES THE RIGHT TO
INTERPOSE ANY DEFENSE BASED UPON ANY CLAIMS OF LACHES OR SET-OFF OR COUNTERCLAIM
OF ANY NATURE OR  DESCRIPTION,  ANY OBJECTION  BASED ON FORUM NON  CONVENIENS OR
VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

IN WITNESS WHEREOF the Guarantor(s) has/have executed this Guaranty and Security
Agreement.

[SEAL]
                                                   /s/
                                                 -----------------------------
                                                     Saul P. Steinberg

                                                  /s/
                                                 -----------------------------  
                                                    Jonathan L. Steinberg



                                        8





                              SCHEDULE AND ADDENDA
                                       TO
                         GUARANTY AND SECURITY AGREEMENT
                          DATED AS OF DECEMBER 30, 1997
                                       OF
                   JONATHAN L. STEINBERG AND SAUL P. STEINBERG
                                       TO
                       REPUBLIC NATIONAL BANK OF NEW YORK


Schedule A - Property constituting Security

A.       Deposited by Jonathan L. Steinberg:

     55,000 Shares of Common Stock of Individual Investor Group, Inc. ("IIGI")


B.       Deposited by Saul P. Steinberg:

     500,000 Shares of Common Stock of IIGI
     1,650,000 Shares of Common Stock of Reliance Group Holdings, Inc.


Addendum to Section 5

Bank hereby agrees to seek payment of the Obligation, first by making demand for
payment from the Borrower, second by demanding payment from the Guarantors under
this Guaranty and then by selling the Security.


Addendum to Section 14

With  respect  to any  notice  relating  to a  default  of the  Borrower  or any
Guarantor or to the sale of any Security  hereunder,  Bank shall attempt to give
oral notice of such default by placing a telephone call to Jonathan L. Steinberg
(212-843-2744) and to Saul P. Steinberg (212-909-1100).  However, the failure of
the Bank to reach either or both of these  individuals  by  telephone  shall not
prevent the Bank from  exercising  any of its rights under law or this Guaranty.
Copies of all written notices given by Bank to the Guarantors shall be sent to:

Graubard Mollen & Miller                          Howard E. Steinberg, Esq.
600 Third Avenue                                  General Counsel
New York, New York 10016                          Reliance Group Holdings, Inc.
Attention:  Peter M. Ziemba, Esq.                 Park Avenue Plaza
Tel No:  (212)  818-8667                          55 East 52nd Street
                                                  New York, New York  10055
                                                  Tel No:  (212)  909-1100



                                        9







                                      RIDER
                                       TO
                         GUARANTY AND SECURITY AGREEMENT
                          DATED AS OF DECEMBER 30, 1997
                                       OF
                   JONATHAN L. STEINBERG AND SAUL P. STEINBERG
                                       TO
                       REPUBLIC NATIONAL BANK OF NEW YORK



         A. This Rider constitutes part of the Guaranty and Security  Agreement,
dated as of April 22, 1996, of Jonathan L.  Steinberg  and Saul P.  Steinberg to
Republic National Bank of New York, to which this Rider is attached. Capitalized
terms  that are  used but are not  defined  in this  Rider  are used as they are
defined in the printed  portion of said  Guaranty  and Security  Agreement  (the
"Printed Text").  In the event of any conflict between the Printed Text and this
Rider,  the terms set forth in this Rider  shall  control  (except to the extent
that the  printed  Text  includes  any  typewritten  changes,  in which case the
Printed Text as so changed shall control).  Reference to this Guaranty, and like
references,  whether appearing in the Printed Text, any Addendum  (including the
schedule and addenda,  the "Addendum") or in this Rider,  shall mean the Printed
Text,  any  such  Addendum  and  this  Rider,  and  shall  include  the  same as
supplemented, modified, amended or restated from time to time in accordance with
the terms of this Guaranty.

         B. Each  Guarantor  represents  and  warrants to Bank,  severally as to
himself only and not jointly and only as to any Collateral pledged by him, as to
each of the  matters  set forth  below:  (a) such  Guarantor  has the full legal
capacity,  power and  authority  to execute and  deliver  this  Guaranty  and to
perform all of such Guarantor's obligations hereunder;  and (b) this Guaranty is
the legal, valid and binding obligation of such Guarantor,  enforceable  against
such  Guarantor in  accordance  with its terms and  provisions.  Each  Guarantor
further represents, warrants and covenants, severally as to himself only and not
jointly and only as to any  Collateral  pledged by him,  that the  following are
true  and  correct  at  present  and at all  times  while  any  Obligations  are
outstanding  the following will be true and correct;  such Collateral (i) is and
will be owned of record (unless in the name of Bank's nominee) and  beneficially
solely by the undersigned  (except as otherwise  provided in this Guaranty) with
good and  marketable  title  thereto,  free  and  clear  of any  lien,  security
interest,  charge or  encumbrance,  except that the Bank will have a valid first
priority security interest therein, (ii) is and will be duly and validly issued,
fully paid and  non-assessable  (iii) in the case of Jonathan L. Steinberg,  the
13,000,  20,000,  18,000 and 4,000 shares of Common Stock of Individual Investor
Group,  Inc.  pledged by him as  Collateral  were acquired by him in open market
purchase  transactions  on January 11, 1995,  May 17, 1995, May 22, 1995 and May
23,  1995,  respectively,  and are not  "restricted  securities"  under Rule 144
("Rule 144")  promulgated by the Securities and Exchange  Commission (the "SEC")
under the Securities  Act of 1933, as amended (the "Act");  and (iv) in the case
of Saul P. Steinberg,  all Collateral pledged by him has been beneficially owned
by him for a period of at least three (3) years  determined in  accordance  with
paragraph (d) of Rule 144.



                                       10





         C.  Without  limiting  the  generality  of any other  provision of this
Guaranty,  Bank shall have, and shall be entitled to exercise, all the right and
remedies granted to a secured party under the New York Uniform  Commercial Code,
except as otherwise expressly provided in this Guaranty. To the extent waiver is
not limited under  applicable law, each Guarantor  hereby  expressly waives each
and every claim or defense,  and agrees that such  Guarantor  will not assert or
pursue (by  action,  suit,  counterclaim  or  otherwise)  any claim or  defense,
respecting (i) the selection or order of  disposition  of the Collateral  (which
may  be as to  such  Collateral,  and in  any  order,  Bank  may  select  in its
reasonable  discretion,  and may be without  regard to any holding period or tax
basis that any person may have therein),  (ii) the private sale of any shares of
Individual  Investor  Group,  Inc.,  whether or not any public market exists and
regardless of the  availability  of any  registration  statement or of Rule 144,
(iii)  the  choice or timing  of any sale  date  (which  Bank may  select in its
reasonable  discretion),  irrespective of whether greater sale proceeds would be
realizable on a different sale date,  (iv) the adequacy of the sale price of any
shares of Individual Investor Group, Inc., (v) any insufficiency of the proceeds
to fully  satisfy  the  Liabilities  or (vi) any sale of  shares  of  Individual
Investor  Group,  Inc., to the first person to receive an offer or make a bid or
the  selection of any  purchaser of those shares  (which may be  restricted,  in
Bank's  discretion,  to purchasers or prospective  purchasers by number,  class,
nature and investment intention) or any default by any such purchaser;  provided
that such  dispositions  are effected in a commercially  reasonable  manner.  In
enforcing its remedies, Bank may sell pledged shares of Reliance Group Holdings,
Inc. only through public markets.

         D. In enforcing  its rights in  accordance  with Addendum to Section 5,
and  without  limiting  the rights of Bank under the Printed  Text,  but subject
however to the provisions of the Addendum and to any  typewritten  provisions in
the Printed  Text,  Bank may take (and/or may cause one or more of its designees
to  take)  any or all  of the  following  actions,  all  without  notice  to the
Guarantor  or any other  person  (except as may  otherwise  be  required in this
Guaranty or by applicable  law),  with a single notice (if required or otherwise
given, and except as otherwise  required under the Addendum) being sufficient to
entitle Bank from time to time thereafter to take any one or more of the actions
described below; to sell, assign, lease or otherwise dispose of the whole of, or
from time to time any part of,  the  Collateral,  or offer or agree to do so, in
any established  market or, in the case of shares of Individual  Investor Group,
Inc.,  private  sale or public  auction or sale  (with or without  demand on the
Guarantor or any  advertisement  or other notice of the time,  place or terms of
sale, and with or without any reserve or minimum bid price, whether disclosed or
undisclosed)  for cash and upon such  other  terms  and  subject  to such  other
conditions as Bank in its reasonable discretion may determine,  and the Bank may
postpone or adjourn any such  auction,  sale or other  disposition  or cause the
same to be  postponed or  adjourned  from time to time to a subsequent  time and
place,  or to abandon or cause the  abandonment  of the same,  all  without  any
advertisement  or other notice  thereof,  and to carry out any agreement to sell
any item or items of the Collateral in accordance  with the terms and provisions
of such agreement, notwithstanding that, after Bank shall have entered into such
an agreement,  all of the  Liabilities may have been paid and satisfied in full.
Any sale of  Collateral  conducted  in  conformity  with  reasonable  commercial
practices  of banks  disposing  of  similar  collateral  shall be  deemed  to be
commercially reasonable for all purposes of this Guaranty.



                                       11




         E. This Rider may be executed in one or more counterparts  which, taken
together,  shall  constitute one and the same instrument and each of which shall
be deemed an original.

         IN WITNESS  WHEREOF,  the  Guarantor  has executed and  delivered  this
Guaranty for the benefit of Bank as of the date set forth in the Printed Text.



                                            /s/
                                             ---------------------------------
                                               Jonathan L. Steinberg



                                            /s/
                                             ----------------------------------
                                                  Saul P. Steinberg


Acknowledged and Agreed:

REPUBLIC NATIONAL BANK OF NEW YORK


By: /s/
  ---------------------------------------
    Mary Agnes Pan, First Vice President

                                       12