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                                  SCHEDULE 13D/A
                    Under the Securities Exchange Act of 1934
                                   (Amendment Number 1)



                         Individual Investor Group, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)


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


                                    455907105
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                               Wise Partners, L.P.
                               c/o Peter M. Ziemba
                            Graubard Mollen & Miller
                          600 Third Avenue, 31st Floor
                            New York, New York 10016
- -------------------------------------------------------------------------------
   (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).


                                Page 1 of 7 Pages





                                  SCHEDULE 13D

CUSIP No.   455907105                                     Page 2 of 7 Pages
- ----------------------------                         ---------------------------
- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

                   Wise Partners, L.P.
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)* 
                                                                    (a)|_|
                                                                    (b)|_|
- --------------------------------------------------------------------------------
3         SEC USE ONLY

- --------------------------------------------------------------------------------
4         SOURCE OF FUNDS*(See Instructions)

                   BK - Bank Funds
- --------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) OR 2(e)                                     |_|

- --------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

                   State of Delaware
- --------------------------------------------------------------------------------
                    |        7        SOLE VOTING POWER
                    |
                    |                     1,781,133
         NUMBER OF  |-----------------------------------------------------------
          SHARES    |        8        SHARED VOTING POWER
       BENEFICIALLY |
         OWNED BY   |
           EACH     |-----------------------------------------------------------
         REPORTING  |        9        SOLE DISPOSITIVE POWER
          PERSON    |
           WITH     |                     1,781,133
                    |-----------------------------------------------------------
                    |        10       SHARED DISPOSITIVE POWER
                    |
                    |
- --------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   1,781,133
- --------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

                   20.97%
- --------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON*

                   PN
- --------------------------------------------------------------------------------

                      *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.

                                Page 2 of 7 Pages


                         



Item 1.  Securities and Issuer

     The class of equity  securities  to which  this  statement  relates  is the
Common Stock, $.01 par value, of Individual Investor Group, Inc. ("Company"),  a
Delaware  corporation,  whose  principal  executive  offices are located at 1633
Broadway, 38th Floor, New York, New York 10019.


Item 2.  Identity and Background

     This Amendment No. 1 is filed on behalf of Wise  Partners,  L.P., a limited
partnership  organized  and  existing  under the laws of the  State of  Delaware
("Partnership").  The  Partnership's  business  address is c/o Mr.  Jonathan  L.
Steinberg,  1633 Broadway, 38th Floor, New York, New York 10019. The Partnership
is in the  business  of  making  investments  in  privately  and  publicly  held
companies for investment purposes.

     Mr.  Jonathan L. Steinberg is the general partner of the  Partnership.  Mr.
Jonathan L. Steinberg's business address is 1633 Broadway, 38th Floor, New York,
New York 10019. Mr. Jonathan L. Steinberg's  principal occupation is that of the
Chief Executive Officer and Chairman of the Board of the Company. The Company is
a Delaware corporation engaged in the financial information business,  including
the publication of Individual  Investor,  Special  Situations Report and Ticker,
and providing information through www.iionline.com. Mr. Jonathan L. Steinberg is
a citizen of the United States.

     Neither the  Partnership  nor Mr. Jonathan L. Steinberg have been convicted
in  any  criminal   proceeding   (excluding   traffic   violations   or  similar
misdemeanors) during the last five years.

     Neither the  Partnership nor Mr. Jonathan L. Steinberg have been a party to
any  civil  proceeding  of  a  judicial  or  administrative  body  of  competent
jurisdiction resulting in any judgment,  decree or final order enjoining it from
engaging in future violations of, or prohibiting or mandating activities subject
to,  federal or state  securities  laws or finding any violation with respect to
such laws during the last five years.


Item 3.  Source and Amount of Funds or Other Consideration

     The  Partnership  acquired  31,496 shares of Common Stock on June 30, 1997,
489,795  shares of Common  Stock on December  31, 1997 and  1,259,842  shares of
Common Stock on June 26, 1998, directly from the Company, in transactions exempt
from the  registration  requirements  of the Securities Act of 1933, as amended,
pursuant to Section 4(2).  The price per share paid on June 30, 1997, was $7.93,
on December 31, 1997, was $6.125,  and June 26, 1998, was $3.97, the closing ask
price of the Common  Stock as  reported  by the Nasdaq  Stock  Market on the day
preceding  such dates.  The funds used to acquire the Common  Stock was the bank
funding described in Item 6.




                                Page 3 of 7 Pages






Item 4.  Purpose of Transactions

     The Partnership acquired record ownership of the 1,781,133 shares of Common
Stock as an investment.  Mr. Jonathan L.  Steinberg,  the General Partner of the
Partnership,  is also the Chief Executive Officer and a Director of the Company.
Although  Mr.  Jonathan L.  Steinberg  in his  capacity  as the Chief  Executive
Officer of and a Director of the Company,  may be involved in the  consideration
of various  proposals  considered by the Board of Directors of the Company,  the
Partnership  has no  present  plans  which  relate  to or would  result  in:  an
extraordinary  corporate  transaction,  such  as  a  merger,  reorganization  or
liquidation,  involving  the  Company  or  any of its  subsidiaries;  a sale  or
transfer  of a  material  amount  of  assets  of  the  Company  or  any  of  its
subsidiaries;  any change in the current board of directors or management of the
Company,  including  any  plans or  proposals  to change  the  number or term of
directors  or to fill any  existing  vacancies  on the board of directors of the
Company; any material change in the present capitalization or dividend policy of
the Company;  any other material  change in the Company's  business or corporate
structure;   changes  in  the   Company's   charter,   by-laws  or   instruments
corresponding  thereto or other  actions  which may impede  the  acquisition  of
control  of the  Company by any  person;  causing a class of  securities  of the
Company to be  delisted  from a national  securities  exchange or to cease to be
authorized  to be quoted in an  inter-dealer  quotation  system of a  registered
national  securities  association;  causing a class of equity  securities of the
Company  becoming  eligible for termination of registration  pursuant to Section
12(g)(4) of the  Securities  and Exchange Act of 1934; or any action  similar to
the above.

     Except to the extent that Mr.  Jonathan L.  Steinberg,  the Chief Executive
Officer and a Director of the Company,  may be involved in the  consideration of
various proposals considered by the Board of Directors of the Company, he has no
present  plans which  relate to or would result in: an  extraordinary  corporate
transaction,  such as a merger,  reorganization  or  liquidation,  involving the
Company or any of its  subsidiaries;  a sale or transfer of a material amount of
assets of the  Company or any of its  subsidiaries;  any  change in the  current
board  of  directors  or  management  of the  Company,  including  any  plans or
proposals  to change the  number or term of  directors  or to fill any  existing
vacancies on the board of directors of the Company;  any material  change in the
present  capitalization  or dividend  policy of the Company;  any other material
change  in  the  Company's  business  or  corporate  structure;  changes  in the
Company's charter, by-laws or instruments corresponding thereto or other actions
which may  impede the  acquisition  of  control  of the  Company by any  person;
causing a class of  securities  of the  Company to be  delisted  from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation  system of a registered  national  securities  association;  causing a
class of equity  securities of the Company becoming  eligible for termination of
registration  pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or any action similar to the above.


                                Page 4 of 7 Pages






Item 5. Interest in Securities of the Issuer

     The  Partnership  is the record owner of  1,781,133  shares of Common Stock
This represents a beneficial ownership equal to 20.97% of the outstanding Common
Stock of the Company.  Mr. Jonathan L. Steinberg,  as the general partner of the
Partnership,  has sole power to vote and  dispose of the above  shares of Common
Stock.  Mr. Saul P. Steinberg,  the father of Mr.  Jonathan L.  Steinberg,  is a
limited  partner of the  Partnership,  and because of his equity interest in the
Partnership as a limited partner,  he is the only other person known to have the
right to receive  dividends or proceeds from the sale of the 1,781,133 shares of
Common Stock owned of record by the Partnership.

     Mr.  Jonathan  L.  Steinberg,  the  General  Partner  of  the  Partnership,
beneficially owns 3,169,476 shares of Common Stock which represents 24.8% of the
outstanding  Common  Stock of the  Company.  Of the  3,169,476  shares of Common
Stock,  900,010  shares of Common  Stock are owned of record by Mr.  Jonathan L.
Steinberg,  1,781,133  shares  of  Common  Stock  are  owned  of  record  by the
Partnership and are beneficially  owned by Mr. Jonathan L. Steinberg and 488,333
shares of Common  Stock are  subject to  options  currently  exercisable  by Mr.
Jonathan L. Steinberg.


Item 6. Contracts, Agreements, Understandings or Relationship with Respect to
        Securities of Issuer

     Item 6 is amended to add the following:

     On June 26, 1998,  the  Partnership  entered into a Loan  Agreement  ("1998
Loan") and Promissory Note ("1998 Note") with NationsBank, N.A. ("NationsBank").
The 1998 Loan permits the  Partnership  to borrow,  from time to time,  up to an
aggregate  of  $17,500,000.  Interest is payable on the unpaid  principal of the
1998 Note,  monthly,  in arrears at rate based on LIBOR,  and the  principal  is
payable at maturity on June 26, 1999. As partial security for the 1998 Note, Mr.
Saul P. Steinberg  pledged an aggregate of 500,000 shares of Common Stock of the
Company and  1,650,000  shares of common  stock,  par value $0.01 per share,  of
Reliance  Group  Holdings,  Inc.  owned of  record by him  pursuant  to a Pledge
Agreement with NationsBank dated June 26, 1998 ("1998 Pledge Agreement"). In the
event of a  default  under  the 1998 Note and 1998  Loan,  pursuant  to the 1998
Pledge  Agreement,  NationsBank may exercise all the voting rights and foreclose
upon and  publicly or  privately  sell the shares of Common Stock of the Company
pledged by Mr.  Saul P.  Steinberg.  None of the  shares of Common  Stock of the
Company  owned of record by the  Partnership  are  pledged  to  NationsBank.  In
addition to the pledge by Mr. Saul P.  Steinberg,  Mr. Jonathan L. Steinberg and
Mr. Saul P. Steinberg each entered into Guaranty  Agreements dated June 26, 1998
with NationsBank in respect of the 1998 Loan and the 1998 Note.


Item 7.  Materials to be Filed as Exhibits

   (10.1) Stock Purchase  Agreement,  dated June 30, 1997, between  the  Company
          and Wise Partners,  L.P.  (Incorporated by reference from Exhibit 10.3
   

                                Page 5 of 7 Pages






          of the  Quarterly  Report on Form 10-QSB for the period ended June 30,
          1997 of the Company.)*

   (10.2) Stock  Purchase  Agreement,  dated  December  30,  1997,  between  the
          Company  and Wise  Partners,  L.P.  (Incorporated  by  reference  from
          Exhibit 10.6 of  Amendment  No.6 to the Schedule 13D filed by Jonathan
          L. Steinberg on January 13, 1998).*

   (10.3) Stock  Purchase  Agreement,  dated  June 26, 1998, between the Company
          and Wise Partners, L.P.+

   (10.4) Loan  Agreement dated  June 26, 1998, between Wise Partners,  L.P. and
          NationsBank, N.A.+

   (10.5) Promissory  Note  dated June 26, 1998, between Wise Partners, L.P. and
          NationsBank, N.A.+

   (10.6) Pledge  Agreement  dated June 26, 1998,  between Mr. Saul P. Steinberg
          and NationsBank, N.A.+

   (10.7) Guaranty  Agreement  dated  June  26,  1998,  between Mr.  Jonathan L.
          Steinberg and NationsBank, N.A.+

   (10.8) Guaranty  Agreement  dated June 26, 1998 between Mr. Saul P. Steinberg
          and NationsBank, N.A.+

- -------------------------------

*        Previously filed.
+        Filed herewith.


                                Page 6 of 7 Pages





                                   SIGNATURES

     After  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: July 6, 1998

                               WISE PARTNERS, L.P.

                           BY: /S/ Jonathan L. Steinberg
                              --------------------------------------
                              Jonathan L. Steinberg, General Partner


                                Page 7 of 7 Pages





     This STOCK PURCHASE AGREEMENT, dated as of June 26, 1998 (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  Five  Million  Dollars
($5,000,000),  an aggregate of one million two hundred fifty nine thousand eight
hundred forty two  (1,259,842)  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 Five Million Dollars
($5,000,000).

     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

                                        1





     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
     Executive  Officer of the  Company.  Buyer  acknowledges  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
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


                                        3




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 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


                                        4




     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
     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
    
                                        5




     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: Hank Clark

         If to the Buyer:

         Wise Partners, L.P.
         c/o Jonathan Steinberg
         Individual Investor Group, Inc.
         1633 Broadway, 38th Floor
         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.

     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.

                                        6





     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:__________________________
     Hank Clark                                Jonathan Steinberg
     Vice President -- Finance                 General Partner

                                        7






NATIONSBANK, N.A.
LOAN AGREEMENT
- ------------------------

     This Loan  Agreement (the  "Agreement"),  dated as of June 26, 1998, by and
between NationsBank,  N.A., a national banking association (the "Bank"), and the
Borrower described below.

     In  consideration of the Loans described below and the mutual covenants and
agreements  contained herein, and intending to be legally bound hereby, the Bank
and the Borrower agree as follows:

     I.  DEFINITIONS AND REFERENCE TERMS. In addition to any other terms defined
herein,  the  following  terms  shall have the  meaning  set forth with  respect
thereto:

          A. Adjusted LIBOR.  Adjusted LIBOR means, with respect to any Interest
     Period,  (i) the rate of interest per annum (rounded upward,  if necessary,
     to the next  higher  1/16th of one  percent)  determined  by the  Bank,  in
     accordance with its customary general practice from time to time, to be the
     rate equal to the London Interbank Offered Rate (expressed as a percentage)
     for dollar  deposits  as would be quoted by the Bank for 11:00 a.m.  London
     time, or as soon  thereafter  as  practicable,  on the second  Business Day
     immediately  preceding  the first day of such Interest  Period,  for a term
     comparable to such  Interest  Period and (ii) as adjusted from time to time
     in the Bank's sole  discretion for then  applicable  reserve  requirements,
     deposit insurance assessment rates and other regulatory costs.

          B. Advance Rate.  Advance Rate means,  at any date, (i) in the case of
     the Reliance  Collateral,  sixty percent (60%), (ii) in the case of the INI
     Collateral  during  such  times,  if any,  that the  Price  Requirement  is
     satisfied,  thirty-five  percent  (35%)  and  (iii)  in the case of the INI
     Collateral  during such times,  if any, that the Price  Requirement  is not
     satisfied, zero percent (0%).

          C.  Affiliate.  Affiliate  means,  as to any entity,  any other entity
     that, directly or indirectly, controls, is controlled by or is under common
     control with such entity, or is an officer or director of such entity.  The
     term  "control"  (including  the terms  "controlled  by" or  "under  common
     control with") means the  possession,  direct or indirect,  of the power to
     direct  or cause the  direction  of the  management  and  policies  of such
     entity,  whether  through  ownership of voting  securities,  by contract or
     otherwise.

          D. Applicable Margin. Applicable Margin means 2.00%.

          E. Borrower.  Borrower means Wise Partners,  L.P., a Delaware  limited
     partnership.







                                                                           2




          F.  Borrower's  Address:  Borrower's  Address  means c/o  Jonathan  L.
     Steinberg, 1633 Broadway, 38th Floor, New York, New York 10019.

          G.  Business  Day.  Business  Day means any day other than a Saturday,
     Sunday or other day on which  commercial  banks in New York City, New York,
     or in  Charlotte,  North  Carolina,  are  authorized  or required by law to
     close; provided that in the case of Loans to be made and/or maintained at a
     rate of interest based upon the Adjusted LIBOR Rate, such day is also a day
     on which dealings  between banks are carried on in U.S.  dollar deposits in
     the London interbank market.

          H. Closing Date. Closing Date means the date on which the initial Loan
     is made  hereunder  after  all of the  conditions  precedent  set  forth in
     Article III have been satisfied.

          I.  Collateral.  Collateral  means,  collectively,  (i)  the  Reliance
     Collateral,  (ii) the INI Collateral and (iii) all other property described
     as collateral security for the Obligations in the Pledge Agreement.

          J.  Commitment.  Commitment  means the  commitment of the Bank to make
     Loans pursuant to Section II A. (but subject to the limitation contained in
     the second sentence thereof) in an aggregate principal amount not to exceed
     $17,500,000,  as such commitment may be reduced or terminated in accordance
     with the provisions of this Agreement.

          K. Event of Default. Event of Default has the meaning specified in the
     Note.

          L. Governmental Authority.  Governmental Authority means any nation or
     government, any federal, state, city, town, municipality,  county, local or
     other  political   subdivision  thereof  or  thereto  and  any  department,
     commission,  board,  bureau,   instrumentality,   agency  or  other  entity
     exercising executive,  legislative,  judicial, regulatory or administrative
     functions of or pertaining to government.

          M.  Guarantors.  Guarantors  mean  Jonathan L.  Steinberg  and Saul P.
     Steinberg.

          N. Guaranties. Guaranties mean the Guaranties of the Guarantors in the
     form of Exhibit  B-1 and  Exhibit B-2  hereto,  as such  Guaranties  may be
     modified or amended from time to time.

          O. Indebtedness.  Indebtedness  means, with respect to any person, (i)
     all indebtedness or other  obligations of such person for borrowed money or
     for  the  deferred  purchase  price  of  property  or  services,  (ii)  all








                                                                          3



     obligations  of such person under direct or indirect  guaranties in respect
     of, and  contingent  or other  obligations  of such  person to  purchase or
     otherwise  acquire or otherwise  assure a creditor  against loss in respect
     of,  indebtedness  or other  obligations  of any other  person for borrowed
     money or for the deferred purchase price of property or services, (iii) all
     indebtedness or other obligations of any other person for borrowed money or
     for the deferred  purchase price of property or services secured by (or for
     which the holder of such indebtedness has an existing right,  contingent or
     otherwise, to be secured by) any lien, security interest or other charge or
     encumbrance upon or in property owned by such person,  (iv) all obligations
     of such  person to make  reimbursement  or payment in respect of letters of
     credit and bankers' acceptances, and (v) the net liabilities of such person
     under all interest  rate swap,  interest  rate collar,  interest  rate cap,
     interest  rate floor,  forward rate  agreements,  commodity  swaps or other
     agreements or  arrangements  designed to protect  against  fluctuations  in
     interest rates or currency,  commodity or equity values, each calculated in
     the sole discretion of the Bank.

          P.  INI.  INI  means  Individual  Investor  Group,  Inc.,  a  Delaware
     corporation.

          Q. INI Collateral.  INI Collateral means the shares of common stock of
     INI described in Section 2 of the Pledge Agreement.

          R. Interest Period. Interest Period means each thirty (30), sixty (60)
     or ninety  (90) day  period  during  which  interest  on each Loan shall be
     calculated  by reference  to Adjusted  LIBOR,  determined  as of the second
     Business Day before the  commencement  of that Interest  Period;  provided,
     however, that:

               (i) each  Interest  Period  shall  commence on the first day of a
          month  and  end  on the  first  day in  the  relevant  calendar  month
          thereafter;

               (ii) each subsequent Interest Period for a Loan shall commence on
          the last day of the immediately  preceding  Interest Period and end on
          the first day in the relevant calendar month thereafter; and

               (iii) any Interest Period which would otherwise extend beyond the
          Termination Date shall end on the Termination Date.

          S. Loan Document. Loan Document means any of this Agreement, the Note,
     the Guaranties, the Pledge Agreement and all other instruments,  agreements
     and other documents executed and delivered pursuant hereto or thereto.









                                                                           4




          T.  Loans.  Loans  mean the  loans  made by the  Bank to the  Borrower
     pursuant to Section II A.

          U. Margin  Maintenance  Limit. The Margin  Maintenance Limit means, at
     any date, the sum of (i) the product of (A) the Trading Collateral Value of
     all the  Reliance  Collateral  and (B) the  applicable  Margin  Rate of the
     Reliance  Collateral  and (ii) the  product of (A) the  Trading  Collateral
     Value of all the INI Collateral  and (B) the applicable  Margin Rate of the
     INI Collateral.

          V. Margin Rate. Margin Rate means, at any date, (i) in the case of the
     Reliance  Collateral,  seventy  percent (70%),  (ii) in the case of the INI
     Collateral  during  such  times,  if any,  that the  Price  Requirement  is
     satisfied,  forty-five  percent  (45%)  and  (iii)  in the  case of the INI
     Collateral  during such times,  if any, that the Price  Requirement  is not
     satisfied, zero percent (0%).

          W. Note. Note means the promissory  note of the Borrower,  in the form
     of Exhibit A hereto,  as such  promissory  note may be modified or extended
     from time to time in accordance with the terms of the Loan  Documents,  and
     any promissory note or notes issued in exchange or replacement thereof.

          X. Obligations.  Obligations means (i) the obligations of the Borrower
     to pay, as and when due and payable (by mandatory prepayment,  by scheduled
     maturity or otherwise),  all amounts from time to time owing by it pursuant
     to any Loan Document,  whether for principal,  interest,  fees or otherwise
     and (ii) the  obligations  of the  Borrower  to perform  or observe  all of
     Borrower's  other  obligations  from time to time  existing  under any Loan
     Document.

          Y. Original Advance Limit.  Original Advance Limit means, at any date,
     the sum of (i) the product of (A) the Trading  Collateral  Value of all the
     Reliance  Collateral  and (B) the  applicable  Advance Rate of the Reliance
     Collateral and (ii) the product of (but in no event  exceeding  $2,000,000)
     (A) the Trading Collateral Value of all the INI Collateral and (B) the then
     applicable Advance Rate of the INI Collateral.

          Z. Pledge  Agreement.  Pledge  Agreement means the Pledge Agreement of
     Saul P. Steinberg in the form of Exhibit C hereto, as such Pledge Agreement
     may be modified or amended from time to time.

          AA. Price Requirement.  Price Requirement means, at any date, that the
     last  reported bid price or sale price for shares of INI  Collateral on the
     immediately  preceding Business Day on the trading exchange or stock market
     on which the INI Collateral is then traded,  as reported by The Wall Street
     Journal, is not less than $3.00 per share.








                                                                            5




          BB.  Prime  Rate.  Prime Rate means the  fluctuating  rate of interest
     established by the Bank from time to time, at its discretion,  as its prime
     rate of interest whether or not such rate shall be otherwise published. The
     Prime Rate is  established  by the Bank as an index and may not at any time
     be the best or lowest rate charged by the Bank on any loan. With respect to
     any Loan bearing  interest at the Prime Rate,  the floating  interest  rate
     shall be adjusted  automatically with respect to each such Loan as and when
     the Prime Rate shall change.

          CC. Reliance. Reliance means Reliance Group Holdings, Inc., a Delaware
     corporation.

          DD.  Reliance  Collateral.  Reliance  Collateral  means the  shares of
     common stock of Reliance described in Section 2 of the Pledge Agreement.

          EE. Trading  Collateral Value.  Trading Collateral Value means, at any
     date, with respect to the Reliance  Collateral,  the product of (i) the per
     share  price of the  Reliance  Collateral  at the close of  trading  on the
     immediately  preceding Business Day on the trading exchange or stock market
     for the Reliance  Collateral,  as reported by The Wall Street Journal,  and
     (ii) the number of shares of Reliance  Collateral  and, with respect to the
     INI  Collateral,  the  product  of (x)  the  per  share  price  of the  INI
     Collateral at the close of trading on the  immediately  preceding  Business
     Day on the trading  exchange  or stock  market for the INI  Collateral,  as
     reported  by The Wall Street  Journal,  and (y) the number of shares of INI
     Collateral.

          FF.  Signing Date.  Signing Date means the date that this Agreement is
     executed and delivered by the  Borrower,  which date may be the same as the
     Closing Date.

          GG.  Termination  Date.  Termination Date means the earlier of (i) the
     first  anniversary  of the Closing Date and (ii) the date on which the Bank
     terminates the Commitment following an Event of Default.

All accounting terms not specifically defined or specified herein shall have the
meanings  attributed  to such terms  under U.S.  generally  accepted  accounting
principles ("GAAP"), as in effect from time to time, consistently applied.

II. LOANS.

          A.  Making  the  Loans.  The Bank  hereby  agrees,  on the  terms  and
     conditions  hereinafter  set forth,  to make Loans to the Borrower from the
     Closing Date until the Termination Date in an aggregate principal amount at
     any one time outstanding not to exceed the amount of the Commitment at that
     time.  The Bank shall have no  obligation to make a Loan to the extent that
     the sum of the aggregate principal amount of the outstanding Loans plus the
     principal amount of such requested Loan would exceed an amount equal to the








                                                                          6



     Original  Advance  Limit.  Except as provided in Section  II.C.,  each Loan
     shall be in an amount equal to $100,000 or an integral multiple of $100,000
     in excess  thereof,  and shall be made on at least two (2)  Business  Days'
     prior written notice. Except as provided in Section II.C., each request for
     a Loan (a "Notice of  Borrowing")  shall be made by  telephonic  or written
     communication  by the Borrower.  The Notice of Borrowing  shall specify the
     proposed  amount of such Loan, the Interest Period  applicable  thereto and
     the  Business  Day on which such Loan shall be made.  On the  Business  Day
     specified in the Notice of Borrowing and upon fulfillment of the applicable
     terms and  conditions  set forth in Article III hereof,  the Bank will make
     the  proceeds of such Loan  available to the Borrower by crediting a demand
     deposit  account  maintained at the Bank in the name of the  Borrower,  not
     later than 1:00 P.M.  (Eastern time) on such date. Within the limits of the
     Commitment  and subject to the second  sentence of this  Section II A., the
     Borrower may borrow,  prepay and reborrow pursuant to this Article II until
     the  Termination  Date.   Notwithstanding   any  other  provision  of  this
     Agreement,  the  Commitment  shall  expire  on,  and the Bank shall have no
     obligation  to extend  credit to the Borrower or make any Loan on or after,
     the Termination Date.

          B. Interest Rate. The outstanding  principal balance of each Loan will
     bear  interest at a rate per annum equal at all times during each  Interest
     Period to the sum of (i) Adjusted LIBOR for such Interest Period, plus (ii)
     the Applicable Margin.  Notwithstanding the foregoing, after the occurrence
     and during the  continuance  of an Event of Default,  the  principal of and
     interest on each Loan and any other  amounts  owing  hereunder or under the
     other Loan  Documents  shall bear interest at a rate per annum equal to the
     Prime Rate plus 4%.

          C. Repayment.  The Borrower will pay all accrued interest on the Loans
     on the last Business Day of each Interest Period. In the event any interest
     is not so paid,  the Borrower  authorizes  the Bank,  without notice to the
     Borrower,  to make a Loan (subject to the second  sentence of Section II.A.
     and upon  fulfillment of the  applicable  terms and conditions set forth in
     Article III hereof) on the last  Business Day of each  Interest  Period and
     apply the proceeds  thereof to the payment of all  interest  accrued on the
     Loans during such Interest  Period.  The Interest Period for each such Loan
     shall  be  thirty   (30)  days.   It  is   understood   and  agreed   that,
     notwithstanding anything to the contrary contained in any Loan Document, no
     Event of Default  shall be deemed to have  occurred or to exist solely as a
     result of the failure of any interest  payment to be paid in full when due,
     if at any time during such failure the Bank could have made a Loan pursuant
     to this Section II.C. but did not do so. The Borrower will repay all unpaid
     principal  amounts of the Loans and all accrued and unpaid interest thereon
     in full on the Termination Date.

          D. Optional  Prepayment.  Subject to the  provisions of Section II L.,
     the  Borrower may prepay any Loan in whole at any time or in part from time
     to time, without penalty or premium, each such prepayment to be accompanied
     by the payment of accrued  interest to the date of such  prepayment  on the
     amount prepaid;  provided,  however, that (i) each partial prepayment shall








                                                                             7



     be in a principal amount equal to $100,000 or an integral  multiple thereof
     and (ii) the Borrower  shall give the Bank written  notice at least one (1)
     Business Day prior to the date of the prepayment of a Loan.  Each notice of
     prepayment  shall  specify the date and the amount of the  prepayment.  Any
     amount of principal of a Loan prepaid may be reborrowed in accordance  with
     Section II A.

          E. Mandatory Prepayment.

               1. If at any time the Bank,  upon the  advice  of legal  counsel,
          determines that the transactions contemplated by this Agreement or any
          of the other Loan Documents  violate any provision of Regulations T, U
          or X of the Federal  Reserve Board,  the Borrower will,  upon five (5)
          Business  Days' written  notice from the Bank,  prepay the Loans by an
          amount  sufficient such that, after such prepayment,  the transactions
          contemplated  by the Loan  Documents will not violate any provision of
          Regulations T, U or X of the Federal Reserve Board.

               2.  If at  any  time  the  Bank  determines  that  the  aggregate
          principal amount of the outstanding  Loans equals or exceeds an amount
          equal to the Margin  Maintenance  Limit,  the Borrower will, upon five
          (5) Business Days' written  notice from the Bank,  prepay the Loans by
          an amount such that,  after such prepayment,  the aggregate  principal
          amount of the outstanding Loans does not exceed an amount equal to the
          Original Advance Limit.

          F. Evidence of Credit Extensions.  The Loans shall be evidenced by the
     Note. The Bank shall record advances and principal  payments thereof on the
     grid  attached  thereto or, at its option,  in its records,  and the Bank's
     record   thereof   shall   be   conclusive   absent   demonstrable   error.
     Notwithstanding the foregoing,  the failure to make or an error in making a
     notation  with  respect  to any  Loan or any  payment  shall  not  limit or
     otherwise  affect the  Obligations  of the Borrower  hereunder or under the
     Note.

          G.  Payment.  Payment of  principal,  interest  and any other sums due
     under this  Agreement  or under the Note shall be made  without  set-off or
     counterclaim in United States dollars and in immediately available funds on
     the day such  payment is due not later  than 12:00 noon New York time.  All
     sums received after such time shall be deemed received on the next Business
     Day, and  principal  payments or sums (other than  interest)  due hereunder
     shall bear  interest for an  additional  day or days,  as  applicable.  All
     payments  shall be made to the Bank in accordance  with the Bank's  written
     instructions.

          H. Computations of Interest; Business Day.

               1. All computations of interest under this Agreement and the Note
          shall be made on the basis of a year of three  hundred and sixty (360)
          days and  actual  days  elapsed.  Interest  shall  accrue on each Loan








                                                                           8



          outstanding  from and including the date such Loan is made by the Bank
          to but excluding the date on which such Loan is repaid.

               2.  Payment  of all  amounts  due  hereunder  shall  be made on a
          Business  Day.  Any  payment  due on a day that is not a Business  Day
          shall be made on the next  Business  Day unless the next  Business Day
          would fall in the next  calendar  month,  in which  case such  payment
          shall be made on the Business Day immediately preceding the due date.

          I. Increased Costs, Etc.

               1. If,  after the date of this  Agreement,  due to either (i) the
          introduction of or any change in or in the  interpretation  of any law
          or  regulation  or (ii) the  compliance  with any guideline or request
          from any central bank or other Governmental  Authority (whether or not
          having the force of law),  there  shall be any (x) change in the basis
          of taxation of payments to the Bank of the principal of or interest on
          any Loan  (excluding  changes in the rate of tax payable on the Bank's
          overall income and bank  franchise  taxes) or (y) imposition or change
          in any  reserve or similar  requirement,  and the result of any of the
          foregoing  is an  increase in the cost to the Bank of agreeing to make
          or making,  funding or maintaining  any Loan,  then the Borrower shall
          from  time to  time,  upon  demand  by the  Bank,  pay to the  Bank an
          additional amount sufficient to compensate the Bank for such increased
          cost. A certificate as to the amount of such increased cost, submitted
          to the Borrower by the Bank,  shall be conclusive  and binding for all
          purposes, absent demonstrable error.

               2.  If the  Bank  determines  that  compliance  with  any  law or
          regulation  or any guideline or request from any central bank or other
          Governmental  Authority  (whether  or not  having  the  force  of law)
          affects or would affect the amount of capital  required or expected to
          be maintained by the Bank or any corporation  controlling the Bank and
          that the  amount of such  capital  is  increased  by or based upon the
          existence of any Loan or the Commitment, then the Borrower shall, upon
          demand by the Bank, pay to the Bank an additional amount sufficient to
          compensate  the  Bank  or  such  corporation  in  the  light  of  such
          circumstances,  to the extent that the Bank reasonably determines such
          increase in capital to be allocable to the  existence of such Loans or
          the  Commitment.  A certificate  as to such amounts,  submitted to the
          Borrower  by the  Bank,  shall  be  conclusive  and  binding  for  all
          purposes, absent demonstrable error.

               3. Prior to making any demand for compensation under this Section
          I,  (i) the Bank  will use  reasonable  efforts  (consistent  with its
          internal  policy and legal and  regulatory  restrictions)  to file any
          certificate  or document  requested  by the  Borrower or to change the
          jurisdiction  of its lending  office if the making of such a filing or
          change  would  avoid the need for,  or reduce  the amount of, any such
          additional  amounts that may  thereafter  accrue and would not, in the
          judgment of the Bank, be otherwise  disadvantageous  to the Bank,  and








                                                                             9



          (ii) the Bank will  permit the  Borrower  to prepay all or any part of
          the affected  Loans,  together  with  interest to the date of payment,
          provided that the Borrower  shall not be obligated to  compensate  the
          Bank for  increased  costs or  reduced  return  incurred  prior to the
          Borrower receiving notice thereof.

          J. Illegality.  If, after the date of this Agreement,  the adoption of
     any applicable  law, rule or regulation,  or any change in an existing law,
     rule or regulation,  or any change in the  interpretation or administration
     thereof by any Governmental  Authority  charged with the  interpretation or
     administration  thereof,  or  compliance  by the Bank with any  request  or
     directive (whether or not having the force of law) of any such Governmental
     Authority,  makes it unlawful or impossible for the Bank to make,  maintain
     or fund any Loan at an  interest  rate based on  Adjusted  LIBOR,  the Bank
     shall  forthwith  give  notice  thereof  to  the  Borrower,  whereupon  the
     obligation  of the Bank to make  Loans at a rate  based on  Adjusted  LIBOR
     shall  be  suspended   until  the  Bank  notifies  the  Borrower  that  the
     circumstances giving rise to such suspension no longer exist. The Bank will
     use reasonable  efforts  (consistent with its internal policy and legal and
     regulatory  restrictions) to file any certificate or document  requested by
     the  Borrower  if the making of such a filing  would avoid the need for, or
     reduce  the  amount of, any such  additional  amounts  that may  thereafter
     accrue  and  would  not,  in  the  judgment  of  the  Bank,   be  otherwise
     disadvantageous  to the Bank.  If the Bank makes a  reasoned  determination
     that it may not  lawfully  continue to maintain and fund any Loan at a rate
     based on Adjusted LIBOR and so specifies in such notice,  then effective on
     the date  specified in such notice,  each affected Loan shall bear interest
     at the Prime Rate.

          K. Unavailability. If the Bank determines that for any reason adequate
     and reasonable means do not exist for  ascertaining  Adjusted LIBOR for any
     Interest Period,  the Bank will forthwith give notice of such determination
     to the  Borrower.  Commencing  at the end of each  Interest  Period then in
     effect,  the respective Loans shall bear interest at the Prime Rate (rather
     than at a rate based on Adjusted  LIBOR) until the Bank revokes such notice
     in writing.

          L. Funding  Losses.  The Borrower  agrees to reimburse the Bank and to
     hold the Bank  harmless from any loss or expense which the Bank may sustain
     or incur as a consequence of:

               (a) the  failure of the  Borrower to make any payment or required
          prepayment of principal of any Loan with an Interest  Period in excess
          of 30 days (including payments made after any acceleration thereof);

               (b) the failure of the Borrower to make any prepayment  permitted
          hereunder  after giving notice  thereof with respect to a Loan with an
          Interest Period in excess of thirty (30) days;








                                                                          10




               (c) the  repayment of a Loan bearing  interest at a rate based on
          Adjusted  LIBOR on a day  which  is not the  last  day of an  Interest
          Period in excess of thirty  (30) days  (whether  at  maturity,  due to
          acceleration or otherwise); or

               (d) the failure for any reason (other than a wrongful  default by
          the Bank) of a Borrower to borrow any Loan with an Interest  Period in
          excess of thirty (30) days after  notice has been given to the Bank in
          accordance  with  Section II A. hereof  (whether or not such notice is
          withdrawn);

including any such loss or expense  arising from the liquidation or reemployment
of funds  obtained  by it to  maintain  the Loans  hereunder  at a rate based on
Adjusted LIBOR for an Interest Period in excess of thirty (30) days or from fees
payable to terminate  the deposits from which such funds were  obtained.  Solely
for purposes of  calculating  amounts  payable by the Borrower to the Bank under
this section,  each Loan bearing  interest at a rate based on Adjusted LIBOR for
an  Interest  Period in excess of thirty  (30) days (and each  related  reserve,
special deposit or similar  requirement)  shall be  conclusively  deemed to have
been funded by a matching deposit in dollars in the interbank  eurodollar market
for a comparable amount and for the respective  Interest Period,  whether or not
such Loan was in fact so funded.

     III. CONDITIONS PRECEDENT.

          A.  Conditions to Initial Loan. The obligation of the Bank to make the
     initial Loan is subject to the condition precedent that the Bank shall have
     received on or prior to the Closing Date the following,  each duly executed
     and in form and  substance  satisfactory  to the Bank and its counsel  and,
     unless indicated otherwise, dated the Closing Date:

               1. Agreement.  This Agreement,  duly executed by the Borrower and
          dated as of the Closing Date.

               2. Note. The Note,  duly executed by the Borrower and dated as of
          the Closing Date.

               3. Pledge Agreement. The Pledge Agreement,  duly executed by Saul
          P. Steinberg and dated as of the Closing Date.

               4.   Stock   Certificates,   Etc.   (i)   Original   certificates
          representing the Reliance  Collateral and the INI Collateral  together
          with an undated stock power for each such  certificate,  duly executed
          in  blank  by  the  relevant   Guarantor,   with  signature  medallion
          guaranteed  (or, if the Reliance  Collateral or the INI  Collateral is
          uncertificated,   confirmation  and  evidence  that  appropriate  book
          entries  have  been  made  in the  relevant  books  and  records  of a







                                                                            11



          securities  intermediary  under applicable law) and (ii) a copy of any
          registration statement,  registration rights agreement,  shareholders'
          agreement or other  agreement,  instrument  or document  affecting the
          Reliance Collateral or the INI Collateral.

               5. Fees Payable at Closing. The Borrower shall have paid to Paul,
          Weiss,  Rifkind,  Wharton  &  Garrison,   counsel  to  the  Bank,  its
          reasonable  fees,  disbursements  and other charges in connection with
          the  preparation,  negotiation,  execution  and  delivery  of the Loan
          Documents.

               6. Opinion of Counsel.  An opinion,  dated the Closing  Date,  of
          counsel to the Borrower and the  Guarantors,  in the form of Exhibit D
          hereto.

               7. Form FR U-1. A Federal Reserve Form FR U-1 the statements made
          in which  shall be such,  in the  opinion  of the Bank,  to permit the
          transactions  contemplated  hereby to be performed in accordance  with
          Regulation U of the Federal Reserve Board,  dated the Closing Date and
          executed by the Borrower.

               8. Partnership  Agreement. A copy of the partnership agreement of
          the Borrower, certified as true and complete by the Borrower.

               9.  Guaranties.  The Guaranties,  duly executed by the Guarantors
          and dated as of the Closing Date.

               10. Other Documents. All other promissory notes, loan agreements,
          security agreements,  financing statements,  assignments,  guaranties,
          corporate resolutions and other documents and instruments that are, in
          the reasonable  opinion of the Bank,  necessary in connection with the
          Loans.

               11. Other Information.  Such other financial or other information
          as the Bank may reasonably require.

          B.  Conditions  to All Loans.  The  obligation of the Bank to make any
     Loan is subject to the conditions precedent that:

               1. The following  statements shall be true, and the acceptance of
          the  proceeds  of such  Loan by the  Borrower  shall be deemed to be a
          representation  and  warranty of the Borrower on the date of such Loan
          that, (i) the representations  and warranties  contained in Article IV
          of this  Agreement and in each other Loan Document and  certificate or
          other  writing  delivered  by or on behalf of the  Borrower  or either
          Guarantor  to the Bank  pursuant  hereto or thereto on or prior to the
          date of such Loan are true and correct in all material respects on and
          as of such date as though  made on and as of such date;  (ii) no Event
          of Default has  occurred  and is  continuing  or would result from the
          making of such Loan to be made on such date;






                                                                         12


          and  (iii) no  material  adverse  change in the  financial  condition,
          properties or prospects of the Borrower or either Guarantor shall have
          occurred and be continuing on the date of each request for a Loan; and

               2.  The  Bank  shall  have  received  a Notice  of  Borrowing  in
          accordance with Section II A. with respect to such Loan.

     IV.  REPRESENTATIONS  AND WARRANTIES.  The Borrower  hereby  represents and
warrants to the Bank as follows:

          A.  Authority and  Compliance.  The Borrower is a limited  partnership
     duly  organized  and  validly  existing  under  the  laws of the  State  of
     Delaware.  The  sole  general  partner  of  the  Borrower  is  Jonathan  L.
     Steinberg. The Borrower has full power and authority to execute and deliver
     the Loan  Documents  to which it is a party  and to incur and  perform  the
     obligations  provided for herein and therein. No consent or approval of any
     Governmental  Authority  or other  third  party is or will be required as a
     condition to the  enforceability of any Loan Document,  and the Borrower is
     and  will be in  compliance  in all  material  respects  with  all laws and
     regulatory requirements to which the Borrower is subject.

          B. Binding  Agreement.  This  Agreement  and the other Loan  Documents
     executed and  delivered by the Borrower and to be executed and delivered by
     the  Borrower  to the Bank are or shall be (on the date of their  execution
     and  thereafter)  duly  executed and  delivered by the Borrower and are and
     shall  be (on the  date of  their  execution  and  thereafter)  enforceable
     against  the   Borrower   in   accordance   with  their  terms   except  as
     enforceability  may  be  limited  by  bankruptcy,  insolvency,  moratorium,
     reorganization or other similar laws affecting  creditors' rights generally
     or by  general  equitable  principles  (whether  in a  suit,  at  law or in
     equity).

          C.  Litigation.  There is no litigation  or  proceeding  involving the
     Borrower  pending or, to the knowledge of the Borrower,  threatened  before
     any  court,  tribunal  or  Governmental  Authority,  which  may in any  way
     materially  adversely  affect  the  financial   condition,   operations  or
     prospects of the  Borrower,  except as disclosed to the Bank in writing and
     acknowledged by the Bank prior to the date of this Agreement.

          D.  No  Conflicting  Laws  or  Agreements.  There  is  no  law,  rule,
     regulation  (including,  without  limitation,  Regulations T, U or X of the
     Federal Reserve Board) or order pertaining to the Borrower and no provision
     of any agreement, mortgage or contract binding on the Borrower or affecting
     the Borrower's  property,  which would conflict with, be breached by, be in
     default or in any way prevent,  the execution,  delivery or carrying out of
     the terms of this Agreement and the other Loan Documents.








                                                                        13




          E. Ownership of Assets.  The Borrower has good and marketable title to
     all its assets, free and clear of all liens and encumbrances,  except liens
     granted to the Bank.

          F. Taxes.  All material taxes and  assessments  due and payable by the
     Borrower have been paid or are being contested in good faith by appropriate
     proceedings and the Borrower has filed all tax returns which it is required
     to file.

          G.  Financial  Statements.  The financial  statements of the Borrower,
     dated March 12, 1998,  which have been delivered to the Bank fairly present
     the Borrower's financial condition as of the date thereof. The Borrower has
     not failed to disclose to the Bank any  information  that could  materially
     affect its properties,  prospects or business or financial condition. There
     has occurred no material  adverse change in the financial  condition of the
     Borrower since the date of such financial statements.

          H. Accuracy of Information.  All information furnished by the Borrower
     to the Bank in connection  with this Agreement and the other Loan Documents
     is and will be accurate and  complete in all material  respects on the date
     as of which such  information  is delivered to the Bank and is not and will
     not be incomplete  by the omission of any material  fact  necessary to make
     such information not misleading.

          I.  Event  of  Default.  No  Event  of  Default  has  occurred  and is
     continuing.

          J. Use of Proceeds.  The proceeds of the Loans will not be used in any
     manner  that  would  violate  any  law,  rule,  regulation  or order of any
     Governmental Authority, including without limitation,  Regulations T, U and
     X of the Federal Reserve Board.

          K. Continuation of Representations and Warranties. All representations
     and warranties  made under this Agreement shall be deemed to be made at and
     as of the date hereof and at and as of the date of the making of any Loan.

     V.  AFFIRMATIVE  COVENANTS.  Until  full  payment  and  performance  of all
Obligations of the Borrower under the Loan Documents and the  termination of the
Commitment, the Borrower will (and without limiting any requirement contained in
any other Loan Document):

          A. Financial  Statements and Other  Information.  Maintain a system of
     accounting reasonably  satisfactory to the Bank and in accordance with GAAP
     consistently  applied  throughout the  periods  involved, permit the Bank's







                                                                             14




     officers or authorized  representatives to visit and inspect the Borrower's
     books of  account  and other  records  upon  reasonable  notice and at such
     reasonable  times during normal business hours and as often as the Bank may
     reasonably  desire.  Unless written notice of another  location is given to
     the  Bank,  the  Borrower's  books  and  records  will  be  located  at the
     Borrower's  Address.  All  financial  statements  called for below shall be
     prepared  in form  and  content  reasonably  acceptable  to the  Bank.  The
     Borrower will:

               1.  Annually,  within  ninety (90) days  following the end of the
          Borrower's  fiscal year,  submit to the Bank financial  statements for
          such  fiscal  year  prepared  in  accordance  with  GAAP  consistently
          applied,  including a balance sheet, statement of cash flow, statement
          of contingent  liabilities,  partners'  capital and financial notes as
          appropriate, certified by a firm of certified public accountants; and

               2.  Furnish to the Bank  promptly  such  additional  information,
          reports and  statements  respecting  the  financial  condition  of the
          Borrower, from time to time, as the Bank may reasonably request.

          B. Adverse  Conditions or Events.  Promptly advise the Bank in writing
     of (i) any  condition,  event or act which  comes to the  attention  of the
     Borrower that might materially  adversely  affect the Borrower's  financial
     condition,  prospects  or  operations  or the Bank's  rights under the Loan
     Documents,  (ii) any  litigation  filed by or  against  the  Borrower  with
     respect  to an amount in excess of  $100,000  and (iii) any event  that has
     occurred that would constitute an Event of Default.

          C. Taxes and Other Obligations.  Pay all taxes,  assessments and other
     obligations,  including,  but not limited to taxes, costs or other expenses
     arising out of the transactions  contemplated by the Loan Documents, as the
     same  become  due and  payable,  except  to the  extent  the same are being
     contested in good faith by appropriate proceedings in a diligent manner.

     VI.  NEGATIVE  COVENANTS.   Until  full  payment  and  performance  of  all
Obligations of the Borrower under the Loan Documents and the  termination of the
Commitment,  the  Borrower  will  not  (and  without  limiting  any  requirement
contained in any other Loan Document):

          A. Borrowings.  Create,  incur,  assume or become liable in any manner
     for any  Indebtedness in an amount  exceeding  $500,000 at any time,  other
     than  Indebtedness to the Bank or  Indebtedness  outstanding on the Signing
     Date and disclosed in writing to the Bank prior to the Signing Date.

     VII.  REMEDIES UPON DEFAULT.  If an Event of Default shall occur,  the Bank
may exercise all rights, powers and remedies available  to it under each  of the







                                                                           15




Loan  Documents,  as well as all  rights  and  remedies  available  at law or in
equity.

     VIII. NOTICES. All notices, requests or demands which any party is required
or may  desire  to give to any  other  party  under  any  provision  of any Loan
Document  must be in  writing  delivered  to the  other  party at the  following
address:

                  Borrower:
                  Borrower's Address
                  Attention: Jonathan Steinberg

                  with a copy to:

                  Graubard Mollen & Miller
                  600 Third Avenue
                  New York, New York  10016-2097
                  Attention:        Peter M. Ziemba, Esq.
                  Fax No.:          (212) 818-8881

                  and

                  Reliance Group Holdings, Inc.
                  Park Avenue Plaza
                  55 East 52nd Street
                  New York, New York 10055
                  Attention:        Saul P. Steinberg
                      and
                  Attention:        General Counsel
                  Fax No.:  (212) 909-1864

                  Bank:
                  NationsBank, N.A.
                  Credit Services Center, 6th Floor
                  101 South Tryon Street
                  Charlotte, North Carolina  28255
                  Attention:        Tom Fruge
                  Fax No.:          (704) 388-0040








                                                                            16




                  with a copy to:

                  NationsBank, N.A.
                  Private Client Group
                  767 Fifth Avenue, 6th Floor
                  New York, New York 10153
                  Attention:        Mary A. Pan
                  Fax No.:          (212) 407-5461

                  and

                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, New York 10019-6064
                  Attention:        Neale M. Albert, Esq.
                  Fax No.:          (212) 757-3990

or to such other  address as any party may  designate  by written  notice to the
other party. Each such notice,  request and demand shall be deemed given or made
as follows:

          A. If sent by mail, upon the earlier of (x) the date of receipt or (y)
     five (5) days after deposit in the mail, certified and postage prepaid.

          B. If sent by any other means, upon delivery.

     IX. COSTS,  EXPENSES AND  ATTORNEYS'  FEES.  The Borrower  shall pay to the
Bank,  within 15 days of presentation by the Bank to the Borrower of an itemized
statement, the full amount of (a) all reasonable costs and expenses,  including,
without limitation,  reasonable attorneys' fees (to include outside counsel fees
and  all  allocated  costs  of the  Bank's  in-house  counsel  if  permitted  by
applicable  law),  incurred  by the  Bank in  connection  with  negotiation  and
preparation  of this  Agreement  and each of the Loan  Documents and that may be
necessary to obtain,  create,  preserve,  perfect defend,  enforce and foreclose
upon the  security  interest of the Bank in the  Collateral,  whether or not any
Loan actually  closes,  and (b) all other  reasonable  costs and attorneys' fees
incurred by the Bank for which the Borrower is  obligated to reimburse  the Bank
in accordance with the terms of the Loan Documents.

     X.  MISCELLANEOUS.  The Borrower and the Bank further covenant and agree as
follows, without limiting any requirement of any other Loan Document:

          A.  Cumulative  Rights and No Waiver.  Each and every right granted to
     the Bank under any Loan  Document, or  allowed it  by  law  or equity shall








                                                                         17




     be  cumulative  of each other right and may be exercised in addition to any
     and all  other  rights of the Bank,  and no delay in  exercising  any right
     shall operate as a waiver thereof, nor shall any single or partial exercise
     by the Bank of any right preclude any other future exercise  thereof or the
     exercise of any other right.  No notice to or demand on the Borrower in any
     case shall,  of itself,  entitle the Borrower to any other or future notice
     or demand in similar or other circumstances.

          B.  Applicable  Law. This Agreement and the rights and  obligations of
     the parties  hereunder  shall be governed by and  interpreted in accordance
     with the laws of the State of New York and applicable United States federal
     law.

          C. Amendment.  No  modification,  consent,  amendment or waiver of any
     provision of this  Agreement or the Note,  nor consent to any  departure by
     the Borrower  therefrom,  shall be effective unless (i) five (5) days prior
     notice  thereof  has been  provided  to Saul P.  Steinberg  and the General
     Counsel of Reliance Group  Holdings,  Inc. at the address of Reliance Group
     Holdings,  Inc.  specified  in  Article  VIII and (ii) the same shall be in
     writing and signed by an officer  that is at least a vice  president of the
     Bank,  and then shall be effective  only in the specified  instance and for
     the purpose for which  given.  This  Agreement is binding upon the Borrower
     and the Bank,  their respective  successors and assigns,  and inures to the
     benefit of the Bank, its successors and assigns;  however, no assignment or
     other  transfer  (except,  in the case of the Bank, any assignment or other
     transfer occurring by operation of law or upon any merger, consolidation or
     reorganization  of the  Bank)  of  either  party's  rights  or  obligations
     hereunder  shall be made or be effective  without the prior written consent
     of the other  party,  nor  shall it  relieve  either  party of any of their
     respective  obligations  hereunder.  There is no third party beneficiary of
     this Loan Agreement.

          D.  Documents.  All documents,  certificates  and other items required
     under this Agreement to be executed  and/or  delivered to the Bank shall be
     in form and content reasonably satisfactory to the Bank and its counsel.

          E. Partial  Invalidity.  The  unenforceability  or  invalidity  of any
     provision of this Agreement shall not affect the enforceability or validity
     of any other provision herein and the invalidity or unenforceability of any
     provision  of any Loan  Document  to any person or  circumstance  shall not
     affect the  enforceability or validity of such provision as it may apply to
     other persons or circumstances.

          F. Indemnification.  The Borrower shall indemnify, defend and hold the
     Bank, its Affiliates and their  respective  successors and assigns harmless
     from and against  any and all  claims,  demands,  suits,  losses,  damages,
     assessments,   fines,   penalties,   reasonable  costs  or  other  expenses
     (including  reasonable  attorneys' fees and court costs) arising from or in
     any way related to any of the transactions contemplated hereby and the Loan
     Documents, except for those  arising  from  the Bank's gross  negligence or







                                                                           18




     willful misconduct.  The Borrower's  obligations under this paragraph shall
     survive the repayment of the Loans and any foreclosure  upon any Collateral
     under the Pledge Agreement.

          G.  Survivability.  All  covenants,  agreements,  representations  and
     warranties  made herein or in the other Loan  Documents  shall  survive the
     making of the Loans and shall  continue in full force and effect so long as
     any Obligation is outstanding.

     XI.  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM  BETWEEN OR AMONG THE PARTIES
HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE   ARBITRATION   OF  COMMERCIAL   DISPUTES  OF
J.A.M.S./ENDISPUTE  OR ANY  SUCCESSOR  THEREOF  ("J.A.M.S."),  AND THE  "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

          A.  SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN NEW YORK
     COUNTY AND  ADMINISTERED  BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF
     J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
     THEN THE  AMERICAN  ARBITRATION  ASSOCIATION  WILL SERVE.  ALL  ARBITRATION
     HEARINGS  WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR  ARBITRATION;
     FURTHER,  THE ARBITRATOR  SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED
     TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          B. RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION PROVISION SHALL
     BE  DEEMED  TO (I)  LIMIT THE  APPLICABILITY  OF ANY  OTHERWISE  APPLICABLE
     STATUTES  OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN THIS
     AGREEMENT; OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT
     BY 12 U.S.C.  ss. 91 OR ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW; OR (III)







                                                                          19


     LIMIT THE RIGHT OF THE BANK (A) TO  FORECLOSE  AGAINST ANY REAL OR PERSONAL
     PROPERTY COLLATERAL, OR (B) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
     REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION
     OR THE APPOINTMENT OF A RECEIVER.  THE BANK MAY EXERCISE  FORECLOSURE  UPON
     SUCH PROPERTY,  OR OBTAIN SUCH  PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,
     DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT
     TO  THIS  AGREEMENT.  THE  INSTITUTION  OR  MAINTENANCE  OF AN  ACTION  FOR
     FORECLOSURE  OR  PROVISIONAL  OR ANCILLARY  REMEDIES SHALL NOT CONSTITUTE A
     WAIVER  OF THE  RIGHT OF ANY  PARTY,  INCLUDING  THE  CLAIMANT  IN ANY SUCH
     ACTION,  TO ARBITRATE THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING
     RESORT TO SUCH REMEDIES.

     XII. NO ORAL  AGREEMENT.  THIS  WRITTEN LOAN  AGREEMENT  AND THE OTHER LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.

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


BORROWER:                                 BANK:

WISE PARTNERS, L.P.                       NATIONSBANK, N.A.


By:____________________________           By:_________________________________
   Name:  Jonathan L. Steinberg              Name:   Mary A. Pan
   Title: General Partner                    Title:  Senior Vice President









                                 Promissory Note

Date:  June 26, 1998   Amount:  $17,500,000.00


Between                                and
=============================================================================
Bank:                                  Borrower:

NationsBank, N.A.                      Wise Partners, L.P.
101 South Tryon Street                 c/o Jonathan L. Steinberg
Charlotte, North Carolina  28255       1633 Broadway, 38th Floor
                                       New York, New York 10019
=============================================================================



FOR VALUE RECEIVED,  the  undersigned,  Wise Partners,  L.P., a Delaware limited
partnership (the  "Borrower"),  unconditionally  promises to pay to the order of
Bank, its successors and assigns,  without setoff,  at its offices  indicated at
the  beginning  of this Note,  or at such other  place as may be  designated  in
writing by Bank, the principal amount of Seventeen Million Five Hundred Thousand
Dollars  ($17,500,000.00),  or, if less, the aggregate  principal  amount of the
outstanding  Loans (as defined in the Loan  Agreement  hereinafter  referred to)
made by Bank to Borrower pursuant to the Loan Agreement,  together with interest
on the outstanding principal balance hereunder,  at an annual interest rate, and
in accordance with the payment schedule, indicated below. Capitalized terms used
herein  without  definition  are used  herein as defined in the Loan  Agreement,
dated as of the date hereof (the "Loan Agreement"), between Bank and Borrower.

RATE

The rate at which interest shall accrue hereunder (the "Rate") shall be equal to
the sum of (i) Adjusted LIBOR for the applicable  Interest  Period plus (ii) the
Applicable  Margin.  Notwithstanding  the  foregoing,  after the  occurrence and
during the continuance of an Event of Default,  the principal of and interest on
each  Loan and any  other  amounts  owing  hereunder  or under  the  other  Loan
Documents  shall bear  interest at a rate per annum equal to the Prime Rate plus
4% (the "Default Rate").

Notwithstanding  any provision of this Note,  Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum  permitted by the applicable law of the State of New York;
or, if any higher rate ceiling is lawful, such higher rate ceiling.  Any payment
in excess of such  maximum  shall be refunded  to  Borrower or credited  against
principal, at the option of Bank.

ACCRUAL METHOD

Unless  otherwise  indicated,  interest  at the Rate  set  forth  above  will be
calculated  based on a year of 360 days for the actual  number of days for which
any principal is outstanding hereunder.







                                                                           2

PAYMENT SCHEDULE

All payments  received  hereunder  shall be applied  first to the payment of any
expense or charges payable hereunder or under any other Loan Documents,  then to
interest  due and payable,  with the balance  applied to  principal,  or in such
other order as Bank shall determine at its option.

Subject to Section II.C. of the Loan Agreement in effect as of the Closing Date,
interest accrued on all amounts outstanding  hereunder shall be paid on the last
Business Day of each Interest  Period.  All unpaid principal and all accrued and
unpaid interest thereon shall be paid in full on the Termination Date.

Borrower  represents  to Bank that the  proceeds of the Loans are to be used for
business and  commercial  purposes and such other purposes as may be approved by
Bank. Borrower  acknowledges having read and understood,  and agrees to be bound
by, all terms and conditions of this Note,  including the  Additional  Terms and
Conditions set forth below.

FINAL AGREEMENT

THIS WRITTEN  PROMISSORY  NOTE AND THE LOAN DOCUMENTS  CONSTITUTE THE ENTIRE AND
FINAL AGREEMENT BETWEEN THE PARTIES,  AND SUPERSEDE ALL PRIOR WRITTEN AGREEMENTS
AND ALL PRIOR,  CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS OF THE PARTIES
REGARDING ALL ISSUES ADDRESSED IN THOSE LOAN DOCUMENTS.

Borrower:

WISE PARTNERS, L.P.


By:_________________________________
      Name:  Jonathan L. Steinberg
      Title:  General Partner







                                                                             3




ADDITIONAL TERMS AND CONDITIONS

1. Waivers, Consents and Covenants. Borrower and each Guarantor (individually an
"Obligor" and  collectively  "Obligors") and each of them jointly and severally:
(a) waive presentment,  demand,  protest,  notice of demand, notice of intent to
accelerate,  notice of  acceleration of maturity,  notice of protest,  notice of
nonpayment,  notice of  dishonor,  and any other  notice  (except  to the extent
provided in Section 4 or Section 5 hereof,  Section 7.A. (ii) or Section 8.D. of
the Pledge Agreement or Section 2(b),  Section 12 or Section 13 of each Guaranty
or any other notice  required  under any Loan  Document  which may not be waived
under  applicable  law)  required  to be  given  under  law  to any  Obligor  in
connection with the delivery, acceptance, performance, default or enforcement of
this Note;  (b)  consent to all  delays of this Note or the Loan  Documents,  or
(subject to the  provisions of Section X.C. of the Loan  Agreement)  extensions,
renewals or waivers of any term hereof or of the Loan  Documents,  or release or
discharge by Bank of any of the Obligors or release, substitution or exchange of
any security for the payment hereof,  or the failure to act on the part of Bank,
or any  indulgence  shown by Bank from time to time and in one or more instances
(without notice to or further assent from any of the Obligors) and agree that no
such  action,  failure to act or failure to exercise any right or remedy by Bank
shall in any way affect or impair the obligations of any Obligor or be construed
as a waiver by Bank of, or  otherwise  affect,  any of Bank's  rights under this
Note or under any of the Loan Documents; and (c) agree to pay, within 15 days of
presentation  by Bank to each Obligor of an itemized  statement,  all reasonable
costs and expenses of collection of this Note or of any Loan Document and/or the
enforcement   of  Bank's   rights  with  respect  to,  or  the   administration,
supervision,  preservation,  protection of, or realization  upon, any Collateral
securing payment hereof,  including,  without limitation,  reasonable attorney's
fees,  including  reasonable fees related to any suit,  mediation or arbitration
proceeding, out of court payment agreement, trial, appeal, bankruptcy proceeding
or other proceeding.

2. Prepayments.  Subject to the provisions of the Loan Agreement, prepayments of
any amounts outstanding hereunder may be made, in whole or in part, at any time.

3.  Delinquency  Charges.  To the extent  permitted by applicable  law, Bank may
impose a delinquency  charge on any payment  hereunder that is past due for more
than thirty (30) days in an amount not to exceed four  percent (4%) of such past
due payment.

4. Events of Default. The following events are events of default (each an "Event
of Default"):  (a) the failure of any Obligor to pay the principal amount hereof
when such  payment  is due under  this Note or the  failure  of any  Obligor  to
perform any other payment  obligation under this Note or any other Loan Document
within five (5) days of the date the same is due; (b) the failure of any Obligor
to observe or perform any covenant or agreement  contained in any Loan  Document
on the date such  observance or  performance is required and, in the case of any
such  covenant or  agreement,  other than those  specified in Section  II.E.  or
Section VI.A. of the Loan Agreement,  five days shall have elapsed following the
Bank's notice to such Obligor of such  failure;  (c) the failure of the Borrower
to pay or perform any other Indebtedness in an amount in excess of $1,000,000 or
the failure of Saul P. Steinberg to pay or perform any other  Indebtedness in an
amount in excess of  $5,000,000  and,  at any time  during the period  when such
failure of Saul P. Steinberg continues,  the outstanding Loans equals or exceeds
an amount  equal to the Margin  Maintenance  Limit;  (d) a period of thirty (30)
days shall have elapsed following the death of any Obligor; (e) the commencement
of a proceeding against the Borrower for dissolution or liquidation which is not
dismissed  within sixty (60) days, the voluntary or  involuntary  termination or
dissolution of the Borrower or the merger or  consolidation of the Borrower with
or into another  entity;  (f) the  insolvency  of, the business  failure of, the
appointment  of a custodian,  trustee,  liquidator or receiver for or for any of
the property of, the Borrower,  or the  assignment  for the benefit of creditors
by, or the filing of a petition under bankruptcy,  insolvency or debtor's relief
law or the filing of a petition for any adjustment of Indebtedness,  composition
or  extension  by or against any Obligor  and the same is not  dismissed  within








                                                                          4



sixty  (60)  days;  (g) the  determination  by Bank that any  representation  or
warranty  made to Bank by any Obligor in this Note or any other Loan Document or
otherwise is or was,  when made,  untrue in any material  respect or  materially
misleading;  (h) the entry of a final judgment against the Borrower with respect
to an amount in excess of $1,000,000  which is not fully satisfied or discharged
within  sixty  (60)  days,  or the  entry of a final  judgment  against  Saul P.
Steinberg  with respect to an amount in excess of $5,000,000  which is not fully
satisfied  or  discharged  within  sixty (60) days and,  at any time  during the
period when such judgment against Saul P. Steinberg  remains not fully satisfied
or discharged,  the outstanding  Loans equals or exceeds the Margin  Maintenance
Limit;  or (i) the  determination  by Bank that a  material  adverse  change has
occurred in the financial condition of any Obligor.

5. Remedies upon Default.  Upon the occurrence of an Event of Default, Bank may,
by notice to  Borrower,  declare this Note,  all interest  thereon and all other
amounts  payable  under this Note or any Loan  Document to be forthwith  due and
payable,  whereupon  this Note,  all such  interest and all such  amounts  shall
become and be forthwith due and payable, without presentment, demand, protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrower;  and any  obligation of Bank to permit further  borrowings  under this
Note  shall  immediately  cease and  terminate.  Notwithstanding  the  foregoing
sentence,  upon the occurrence of an Event of Default arising under Section 4(e)
or Section 4(f) above as a result of the  commencement of a proceeding under the
United States Federal Bankruptcy Code with respect to any Obligor, this Note and
all interest and all other amounts owing to Bank under the Loan Documents  shall
automatically  become  and be due  and  payable,  without  presentment,  demand,
protest or notice of any kind, all of which are hereby  expressly  waived by the
Obligor.  The  provisions  hereunder  for a Default  Rate shall not be deemed to
extend the time for any payment  hereunder  or to  constitute  a "grace  period"
giving the Obligors a right to cure any default.  At Bank's option, if permitted
by  applicable  law, any accrued and unpaid  interest,  fees or charges may, for
purposes of computing and accruing  interest on a daily basis after the due date
of this Note or any installment thereof, be deemed to be a part of the principal
balance,  and interest shall accrue on a daily  compounded basis after such date
at the rate  provided  in this Note  until the  entire  outstanding  balance  of
principal  and  interest  is paid in full.  Upon the  occurrence  and during the
continuance of an Event of Default,  Bank is hereby  authorized,  upon notice to
Borrower and after demanding  payment from  Guarantors  pursuant to the terms of
the Guaranties,  to charge any deposit  accounts of any Obligor,  as well as any
money,  instruments,  securities,  documents,  chattel paper,  credits,  claims,
demands,  income and any other  property,  rights and  interests  of any Obligor
which at any time shall come into the possession or custody or under the control
of Bank or any of its agents,  Affiliates or correspondents,  to satisfy any and
all obligations then due hereunder. Additionally, Bank shall have all rights and
remedies  available under each of the Loan Documents,  as well as all rights and
remedies available at law or in equity.

6.  Non-waiver.  Bank's failure,  at any time, to exercise any of its options or
any other rights  hereunder shall not constitute a waiver thereof,  nor shall it
be a bar to the  exercise of any of its  options or rights at a later date.  All
rights and  remedies  of Bank  shall be  cumulative  and may be pursued  singly,
successively  or together,  at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights  under  this  Note.  No waiver  of any of its  rights  hereunder,  and no
modification  or  amendment  of this  Note,  shall be  deemed to be made by Bank
unless the same shall be in  writing,  duly  signed on behalf of Bank;  and each
such waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the  obligations of Obligor to Bank
in any other respect at any other time.

7.  Applicable  Law,  Venue  and  Jurisdiction.  This  Note and the  rights  and
obligations  of  Borrower  and Bank  shall be  governed  by and  interpreted  in
accordance  with  the  laws of the  State  of New  York.  In any  litigation  in
connection  with or to enforce this Note or any  endorsement of this Note or any
Loan Document,  Obligors,  and each of them,  irrevocably  consent to and confer
personal  jurisdiction  on the  courts  of the  State of New York or the  United
States located  within the State of New York and expressly  waive any objections
as to venue in any such courts.






                                                                           5




8. Partial  Invalidity.  The  unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or  unenforceability  of any provision of this Note or
of the Loan  Documents  to any  person  or  circumstance  shall not  affect  the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

9.  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
RELATING TO THIS  INSTRUMENT,  AGREEMENT,  DOCUMENT OR ANY RELATED  INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE   ARBITRATION   OF  COMMERCIAL   DISPUTES  OF
J.A.M.S./ENDISPUTE  OR ANY  SUCCESSOR  THEREOF  ("J.A.M.S."),  AND THE  "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING  JURISDICTION.  ANY PARTY TO THIS  INSTRUMENT,  AGREEMENT OR DOCUMENT MAY
BRING AN  ACTION,  INCLUDING  A  SUMMARY  OR  EXPEDITED  PROCEEDING,  TO  COMPEL
ARBITRATION OF ANY  CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT  APPLIES IN ANY
COURT HAVING JURISDICTION OVER SUCH ACTION.

         A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY
AND  ADMINISTERED  BY J.A.M.S.  WHO WILL APPOINT AN ARBITRATOR;  IF J.A.M.S.  IS
UNABLE  OR  LEGALLY  PRECLUDED  FROM  ADMINISTERING  THE  ARBITRATION,  THEN THE
AMERICAN  ARBITRATION  ASSOCIATION WILL SERVE. ALL ARBITRATION  HEARINGS WILL BE
COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION;  FURTHER, THE ARBITRATOR
SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE  COMMENCEMENT OF
SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

         B. RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION  PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT,  AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C.  ss. 91 OR ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW;  OR (III) LIMIT THE
RIGHT OF THE BANK HERETO (A) TO FORECLOSE  AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (B) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER.  THE BANK MAY EXERCISE FORECLOSURE UPON SUCH PROPERTY,  OR OBTAIN
SUCH PROVISIONAL OR ANCILLARY  REMEDIES BEFORE,  DURING OR AFTER THE PENDENCY OF
ANY ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS  INSTRUMENT,  AGREEMENT OR
DOCUMENT.  THE  INSTITUTION  OR  MAINTENANCE  OF AN ACTION  FOR  FORECLOSURE  OR
PROVISIONAL OR ANCILLARY  REMEDIES SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OF
ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF
THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

10. Binding  Effect.  This Note shall be binding upon the Bank, the Borrower and
Obligors and their respective heirs,  representatives,  estates,  successors and








                                                                             6


assigns and shall inure to the benefit of Bank and its  successors  and assigns,
provided,  however, that no obligations of Borrower or any Obligor hereunder can
be assigned  without prior written  consent of Bank and no rights or obligations
of Bank  hereunder  can be  assigned  (except  by  operation  of law or upon any
merger,  consolidation  or  reorganization  of the Bank)  without  prior written
consent of Obligors.

11. Controlling  Document.  To the extent that this Note conflicts with or is in
any way incompatible  with the provisions of any other Loan Document,  this Note
shall  control  over such other  document  unless  this Note does not address an
issue, in which case the terms of any Loan Document  addressing such issue shall
govern.








                                                                            7



                         SCHEDULE OF LOANS AND PAYMENTS


                  This Note evidences the Loans made under the  within-described
Loan  Agreement to the  Borrower,  on the date and in the  principal  amount set
forth  below,  subject to the payments and  prepayments  of principal  set forth
below:



                           Principal                       Unpaid
Date       Amount of       Interest        Amount         Principal    Notation
Made         Loan          Rate         Paid or Prepaid     Amount      Made by
- -------------------------------------------------------------------------------

























                                                            June 26, 1998
                                Pledge Agreement

  Between                                    and
===============================================================================
BANK/SECURED PARTY:                          PLEDGOR/DEBTOR:

NationsBank, N.A.                            Saul P. Steinberg
101 South Tryon Street                       Park Avenue Plaza
NationsBank Plaza                            55 East 52nd Street
Charlotte, North Carolina 28255              New York, New York  10055
===============================================================================

I.  Security  Interest.  For good and  valuable  consideration,  the receipt and
adequacy of which is hereby  acknowledged,  Pledgor hereby assigns and grants to
the Bank a security interest and lien in the Collateral (as hereinafter defined)
to secure the payment and the  performance of the  Obligations  (as  hereinafter
defined).

II. Collateral.  The pledge and security interest described above are granted in
respect of the following collateral (the "Collateral"):

     A. Description of Collateral. All of Pledgor's right, title and interest in
and to (i)  1,650,000  shares of common  stock,  par value  $0.01 per share,  of
Reliance Group Holdings,  Inc., a Delaware  corporation  ("Reliance"),  and (ii)
500,000  shares of common  stock,  par value  $0.10  per  share,  of  Individual
Investor  Group,  Inc., a Delaware  corporation  ("INI")  (all of the  foregoing
shares, and all shares referred to in Section 2.B., are referred to collectively
herein as the "Assets"),  including, without limitation, all other property from
time to time received,  receivable or otherwise  distributed in exchange for any
or all of the Pledgor's interest in any Asset.

     B.  Proceeds.  All  substitutes  and  replacements  for and proceeds of the
Assets.  Any securities  received by Pledgor which shall constitute  substitutes
and  replacements  for,  or proceeds  of, the Assets,  shall,  if  delivered  to
Pledgor,  be held in  trust by  Pledgor  for the  Bank  and  shall be  delivered
promptly to the Bank.

III. Obligations.

     A. Description of Obligations. The following obligations (collectively, the
"Obligations") are secured by this Agreement:

          (i) All  obligations  of the  Borrower  to pay,  as and  when  due and
     payable  (by  mandatory  prepayment,  by  scheduled  maturity  or upon  the
     occurrence of any Event of Default), all amounts from time to time owing by
     the Borrower  pursuant to the Loan  Agreement,  dated as of the date hereof
     (the "Loan  Agreement"),  between the  Borrower  and the Bank (as such Loan
     Agreement  is in effect on the Closing  Date or as modified or amended with
     the  consent of  Pledgor)  or any other Loan  Document  as in effect on the
     







                                                                            2


     Closing  Date (as  modified  or amended  with the  consent of the  Pledgor)
     whether for principal, interest, fees or otherwise and any and all renewals
     and extensions  thereof  effected in accordance  with the terms of the Loan
     Documents; and

          (ii)  All  reasonable  costs  and  expenses   incurred  by  the  Bank,
     including,  without  limitation,  reasonable  attorney's  fees,  to obtain,
     preserve,  perfect and  enforce  this  Agreement  and  maintain,  preserve,
     collect and realize upon the Collateral.

In the event that any amount paid to the Bank with respect to any  Obligation is
subsequently  recovered  from  the  Bank in or as a  result  of any  bankruptcy,
insolvency  or  fraudulent  conveyance  proceeding  involving  an obligor of any
Obligation,  other  than  Pledgor,  Pledgor  shall be liable to the Bank for the
amounts so recovered,  regardless of whether the Collateral has been released or
the security interest therein terminated.

IV. Pledgor's Warranties.  Pledgor hereby represents and warrants to the Bank as
follows  (for  purposes  of the  representations  and  warranties  contained  in
Sections 4.B(ii) and 4.D, it is assumed that the obligations of the Borrower and
Pledgor  to  Republic  National  Bank of New  York in  connection  with a credit
facility of the Borrower is being satisfied in full on the Closing Date):

     A.  Ownership.  Pledgor  is the sole  record  and  beneficial  owner of the
Collateral,  free and clear of any setoff,  claim,  restriction,  pledge,  lien,
security  interest,  encumbrance  or other  charge of any type,  except  for the
security interest created hereunder.

     B. No Conflict.  Neither the execution and delivery of this Agreement,  nor
the consummation of the transactions  contemplated  hereby,  nor the fulfillment
of, nor the compliance with, the terms,  conditions or provisions  hereof,  will
conflict  with,  result in a breach of, or  constitute  a default  under (i) any
relevant statute,  law, ordinance,  rule or regulation  applicable to Pledgor or
the  Collateral or (ii) any  indenture,  agreement or other  instrument,  or any
judgment,  order or decree,  to which  Pledgor is a party or by which any of his
assets  including,  without  limitation,  the  Collateral,  may be bound,  which
conflict,  breach  or  default  would  have a  material  and  adverse  effect on
Pledgor's  ability to perform its  obligations  under the Loan  Documents or the
rights  and  remedies  of  the  Bank  under  the  Loan  Documents.  There  is no
litigation,  claim or judicial,  administrative  or  governmental  proceeding of
which Pledgor has been notified or, to the knowledge of Pledgor, threatened with
respect to the Collateral, nor is there any basis for any such litigation, claim
or proceeding.

     C.  Security  Interest.  The  pledge  of the  Collateral  pursuant  to this
Agreement,  together with the delivery to the Bank of certificates  with respect
to  certificated  Assets and stock  powers in blank with  respect to the Assets,
creates  a  valid  and  perfected  first  priority   security  interest  in  the
Collateral, securing the payment of the Obligations.









                                                                            3



     D.  Financing  Statements.  No financing  statement  or similar  instrument
covering  the  Collateral  is on  file in any  public  office,  and no  security
interest,  other than the one herein created,  has attached or been perfected in
the Collateral or any part thereof.

     E. The Issuers.  Pledgor has no knowledge of any  insolvency  or bankruptcy
proceeding of any type instituted by or with respect to Reliance or INI.

V.  Pledgor's  Covenants.  Until  full  payment  and  performance  of all of the
Obligations  and  termination  of the  Commitment,  unless  the  Bank  otherwise
consents in writing:

     A. Rights to Collateral.  Pledgor shall defend the  Collateral  against all
claims and  demands of all persons at any time  claiming  any  interest  therein
adverse to the Bank.  Pledgor  shall keep the  Collateral  free from all claims,
restrictions,  encumbrances,  security  interests,  pledges,  liens,  demands or
charges of any type, except the security interest hereby created.  Pledgor shall
not lease,  lend,  assign,  or  otherwise  hypothecate,  pledge or encumber  the
Collateral or any interest therein.  

     B. Sale of Shares.  In the event  Reliance or INI defaults in its reporting
obligations  under  paragraph (c) of Rule 144  promulgated by the Securities and
Exchange  Commission  under the Securities Act of 1933, as amended ("Rule 144"),
Bank may require  Pledgor to substitute new collateral  satisfactory to the Bank
for the Assets so affected.  Pledgor shall not sell, assign or otherwise dispose
of or transfer the  Collateral  or any part  thereof,  without the prior written
consent of the Bank.  Pledgor will cooperate fully with the Bank with respect to
any sale by the Bank of any of the  Collateral  after the  occurrence and during
the continuance of an Event of Default.

     C.  Bank's  Costs.  Whether  the  Collateral  is or is not  in  the  Bank's
possession,  and without any obligation to do so and without waiving  Borrower's
default  for  failure  to make any  payment,  the Bank at its option may pay any
reasonable costs and expenses of obtaining,  creating,  preserving,  perfecting,
defending  and  enforcing the security  interest  created by this  Agreement and
discharging encumbrances on the Collateral, and such payments shall be a part of
the  Obligations  and  bear  interest  at the  rate  set  out  in the  documents
evidencing the Obligations.

     D.  Information and Inspection.  Pledgor shall (i) promptly  furnish to the
Bank  information  with respect to the  Collateral  reasonably  requested by the
Bank; (ii) allow the Bank or its representatives to inspect and copy, or furnish
to the Bank or its  representatives  with copies of, all records relating to the
Collateral and the Obligations that are within Pledgor's  possession or personal
control (control shall not include control Pledgor may have as a result of being
an officer or director of any issuer of securities  comprising the  Collateral);
and  (iii)  promptly  furnish  the  Bank  or  its  representatives   with  other
information reasonably requested by the Bank with respect to the Collateral.









                                                                            4

     E.  Additional  Documents.  Pledgor shall sign and deliver any  instruments
furnished by the Bank, including,  without limitation,  financing statements and
continuation  statements,  which are  necessary or  reasonably  desirable in the
judgment  of the Bank to obtain,  create,  maintain  and  perfect  the  security
interest  hereunder  and to enable the Bank to comply  with any federal or state
law in order to obtain,  create or perfect the Bank's interest in the Collateral
or to obtain proceeds of the Collateral.

     F. Notice of Changes.  Pledgor shall notify the Bank  immediately  of (i) a
change in Pledgor's residence and (ii) a material change in any matter warranted
or represented by Pledgor in this Agreement.

     G. Possession of Collateral. Pledgor shall deliver or cause to be delivered
to the Bank  certificates  or  other  evidence  of the  Assets  within  ten days
following the execution and delivery hereof.

     H. Power of Attorney. Upon the occurrence and during the continuation of an
Event of Default, Pledgor appoints the Bank and any officer thereof as Pledgor's
attorney-in-fact with full power in Pledgor's name and on Pledgor's behalf to do
every act which  Pledgor is obligated to do or may be required to do  hereunder;
however,  nothing in this  paragraph  shall be construed to obligate the Bank to
take any action hereunder nor shall the Bank be liable to Pledgor for failure to
take any action hereunder. This appointment shall be deemed a power coupled with
an  interest  and  shall  not be  terminable  as  long  as the  Obligations  are
outstanding  and  shall not  terminate  on the  incompetence  or  disability  of
Pledgor.  Without limiting the generality of the foregoing,  upon the occurrence
and  during the  continuation  of an Event of  Default,  the Bank shall have the
right and power to receive,  endorse and collect all checks and other orders for
the payment of money made payable to Pledgor representing any dividend, interest
payment or other  distribution  payable in respect of the Collateral or any part
thereof.

     I. Other Parties and Other  Collateral.  No renewal or extensions of or any
other  indulgence  with  respect  to the  Obligations  or any part  thereof,  no
modification  of any Loan Documents,  no release of any security,  no release of
any person  (including any maker,  indorser,  guarantor or surety) liable on the
Obligations,  no delay in  enforcement  of payment,  and no delay or omission or
lack of diligence or care in  exercising  any right or power with respect to the
Obligations or any security therefor or guaranty thereof or under this Agreement
shall in any  manner  impair or  affect  the  rights of the Bank  under any law,
hereunder,  or under any other Loan Document.  The Bank shall not be required to
file suit or assert a claim for  personal  judgment  against  any person for any
part of the  Obligations  or seek to  realize  upon any other  security  for the
Obligations, before foreclosing or otherwise realizing upon the Collateral.







                                                                           5



     J. Waivers by Pledgor. Pledgor hereby waives (i) notice of the creation and
existence of, the Obligations; (ii) subject to the provisions of Section 8.D. of
this  Agreement,  notice of the  extension or renewal of, and of any  indulgence
with respect to, the Obligations; and (iii) subject to the provisions of Section
2(b) of the Guaranty of Pledgor,  presentment,  demand, notice of dishonor,  and
protest.  Subject to the  provisions of Section 2(b) of the Guaranty of Pledgor,
Pledgor waives any right to require that any action be brought against any other
person or to require that resort be had to any other  security or to any balance
of any deposit  account.  Pledgor  further waives any right of subrogation or to
enforce any right of action against any other obligor on any Obligation or other
pledgor to the Bank of collateral for the Obligations  until the Obligations are
paid in full.

VI.  Rights  and  Powers  of the  Bank.  Upon  the  occurrence  and  during  the
continuance  of any Event of  Default,  the Bank shall have the power to receive
dividends,  interest,  premium and other payments with respect to the Assets and
to vote the Collateral or dispose of the Collateral in accordance with the terms
of the Loan Documents.  Before or after an Event of Default,  the Bank,  without
liability  to Pledgor,  may: (a) release any  Collateral  in its  possession  to
Pledgor,   temporarily  or  otherwise;  (b)  require  additional  collateral  in
accordance  with the terms of the Loan Documents;  (c) reject as  unsatisfactory
any property  hereafter  offered by Pledgor as  additional  collateral;  and (d)
exercise all other rights which an owner of such Collateral may exercise, except
the right to receive  dividends and other payments with respect to the Assets or
to vote or dispose of the Assets before an Event of Default shall have occurred.
The Bank shall not be liable for failure to collect any account or  instruments,
or for any act or  omission  on the part of the Bank,  its  officers,  agents or
employees,  except for its or their own willful  misconduct or gross negligence.
The  foregoing  rights and powers of the Bank will be in addition  to, and not a
limitation  upon,  any rights and powers of the Bank given by law,  elsewhere in
this Agreement, or otherwise.

VII. Default.

     A. Event of Default;  Rights and  Remedies.  If any Event of Default  shall
occur,  then, in each and every such case, the Bank may, without (except for any
notice  required under Section X.C. of the Loan Agreement,  Section  7.A.(ii) or
Section 8.D. of this  Agreement,  Section 2(b),  Section 12 or Section 13 of the
Guaranty of Pledgor or any other  notice  required  under this  Agreement or any
other  Loan  Document  which may not be waived  under  any  applicable  law) (a)
presentment,  demand,  or  protest,  (b) notice of  default,  dishonor,  demand,
non-payment,  or protest,  (c) notice of intent to accelerate all or any part of
the  Obligations,  (d)  notice  of  acceleration  of  all  or  any  part  of the
Obligations,  or (e)  notice  of any other  kind,  all of which  Pledgor  hereby
expressly  waives,  at any time  thereafter  exercise  and/or enforce any of the
following rights and remedies, at the Bank's option:

          (i)  Direct  Delivery  of  Dividends  and  Other  Distributions.   All
     dividends,  interest, premium and other payments with respect to the Assets
     of whatever kind or nature thereafter paid with respect to the Assets shall
     be paid directly to the Bank,  and Pledgor shall execute and deliver to the
     Bank any and all documents necessary to effectuate the foregoing.







                                                                              6


          (ii)  Liquidation  of  Collateral.  Upon five (5) days prior notice to
     Pledgor,  sell,  or  instruct  any  agent to  sell,  all or any part of the
     Collateral,  and direct such agent to deliver all  proceeds  thereof to the
     Bank,  and  apply  all  proceeds  to  the  payment  of  any  or  all of the
     Obligations in such order and manner as the Bank shall,  in its discretion,
     choose.

          (iii)  Acceleration.  Declare  the  Obligations  immediately  due  and
     payable and terminate the Commitment.

          (iv) Uniform Commercial Code.  Exercise all of the rights,  powers and
     remedies specified in the Loan Documents or of a secured creditor under the
     Uniform Commercial Code then in effect in New York State ("UCC").

Pledgor  specifically  understands and agrees that any sale or redemption by the
Bank of all or part of the  Collateral  pursuant to the terms of this  Agreement
may be  effected by the Bank at times and in manners  which could  result in the
proceeds of such sale or redemption being significantly and materially less than
might have been  received if such sale or  redemption  had occurred at different
times or in  different  manners,  and Pledgor  hereby  releases the Bank and its
officers  and  representatives  from and  against  any and all  obligations  and
liabilities  arising  out of or related to the timing or manner of any such sale
or  redemption.  Bank  agrees  that  any sale of  Collateral  shall be made in a
commercially reasonable manner and Pledgor acknowledges and agrees that the sale
of the Collateral through any nationally  recognized  broker-dealer,  investment
banker or any other method common in the  securities  industry shall be deemed a
commercially reasonable sale.

VIII. General.

     A. Parties Bound. The Bank's rights and obligations hereunder shall (i) not
be assigned  (except by  operation of law or upon any merger,  consolidation  or
reorganization of the Bank) without the consent of Pledgor and (ii) inure to the
benefit  of  the  Bank  and  its   successors   and   permitted   assigns.   All
representations,  warranties and agreements of Pledgor shall be binding upon the
successors and permitted assigns of Pledgor.

     B.  Waiver.  No delay of the Bank in  exercising  any power or right  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
power or right preclude other or further exercise thereof or the exercise of any
other  power or right.  No waiver by the Bank of any right  hereunder  or of any
default by Pledgor  shall be binding  upon the Bank  unless in  writing,  and no
failure by the Bank to exercise  any power or right  hereunder  or waiver of any
default by Pledgor shall operate as a waiver of any other or further exercise of
such right or power or of any further default.  Each right,  power and remedy of






                                                                             7


the Bank as provided for herein or in any of the Loan Documents,  or which shall
now or hereafter exist at law or in equity or by statute or otherwise,  shall be
cumulative  and  concurrent  and shall be in addition to every other such right,
power or remedy.  The  exercise or  beginning of the exercise by the Bank of any
one or  more  of  such  rights,  powers  or  remedies  shall  not  preclude  the
simultaneous  or later  exercise  by the Bank of any or all other  such  rights,
powers or remedies.

     C.  Pledge  Agreement   Continuing.   This  Agreement  shall  constitute  a
continuing  agreement,  applying  to all Loans made at any time  pursuant to the
Loan Documents and all Obligations now existing or hereafter created pursuant to
the terms of the Loan Documents.  Provisions in this Agreement,  unless by their
terms exclusive, shall be in addition to other agreements between the parties.

     D. Notice.  Notice shall be delivered  personally  or sent  certified  mail
postage  prepaid to the address of Pledgor given above, or to such other address
as any party may  designate by written  notice to the other party.  Each notice,
request  and demand  shall be deemed  given or made,  if sent by mail,  upon the
earlier  of the date of  receipt  or five (5) days  after  deposit  in the mail,
certified  and postage  prepaid,  or if  delivered  personally,  upon  delivery.
Notices with respect to  extensions or renewals of, and of any  indulgence  with
respect to, the Obligations shall be effective two Business Days after notice of
such has been given or made to Pledgor in accordance with this Section.

     E.  Modifications.  No provision hereof shall be modified or limited except
by a written  agreement  expressly  referring  hereto and to the  provisions  so
modified  or  limited,  which  shall be signed  by  Pledgor  and the  Bank.  The
provisions  of this  Agreement  shall not be  modified  or  limited by course of
conduct or usage of trade.

     F. Partial Invalidity.  The unenforceability or invalidity of any provision
of this Agreement shall not affect the  enforceability  or validity of any other
provision herein, and the invalidity or unenforceability of any provision of any
Loan Document to any person or circumstance  shall not affect the enforceability
or validity of such provision as it may apply to other persons or circumstances.

     G. Applicable Law and Venue. This Agreement has been executed and delivered
in the  State of New  York and  shall  be  governed  by the laws of that  State.
Wherever  possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Agreement  shall be prohibited by or invalid under  applicable law, such
provision shall be ineffective to the extent of such  prohibition or invalidity,
without   invalidating  the  remainder  of  such  provisions  or  the  remaining
provisions of this Agreement.

     H. [Intentionally omitted]







                                                                           8


     I.  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM  BETWEEN OR AMONG THE  PARTIES
HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE   ARBITRATION   OF  COMMERCIAL   DISPUTES  OF
J.A.M.S./ENDISPUTE  OR ANY  SUCCESSOR  THEREOF  ("J.A.M.S."),  AND THE  "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

          (i) SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN NEW YORK
     COUNTY AND  ADMINISTERED  BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF
     J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
     THEN THE  AMERICAN  ARBITRATION  ASSOCIATION  WILL SERVE.  ALL  ARBITRATION
     HEARINGS  WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR  ARBITRATION;
     FURTHER,  THE ARBITRATOR  SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED
     TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          (ii)  RESERVATION  OF RIGHTS.  NOTHING IN THIS  ARBITRATION  PROVISION
     SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE  APPLICABLE
     STATUTES  OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN THIS
     INSTRUMENT,  AGREEMENT, OR DOCUMENT; OR (II) BE A WAIVER BY THE BANK OF THE
     PROTECTION  AFFORDED  TO IT BY  12  U.S.C.  ss.  91  OR  ANY  SUBSTANTIALLY
     EQUIVALENT  STATE LAW;  OR (III)  LIMIT THE RIGHT OF THE BANK HERETO (A) TO
     FORECLOSE  AGAINST  ANY REAL OR  PERSONAL  PROPERTY  COLLATERAL,  OR (B) TO








                                                                             9

     OBTAIN FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT
     LIMITED TO) INJUNCTIVE  RELIEF,  WRIT OF POSSESSION OR THE APPOINTMENT OF A
     RECEIVER.  THE BANK MAY EXERCISE  FORECLOSE UPON SUCH  PROPERTY,  OR OBTAIN
     SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY
     OF ANY  ARBITRATION  PROCEEDING  BROUGHT  PURSUANT TO THIS  AGREEMENT.  THE
     INSTITUTION OR  MAINTENANCE OF AN ACTION FOR  FORECLOSURE OR PROVISIONAL OR
     ANCILLARY REMEDIES SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
     INCLUDING  THE CLAIMANT IN ANY SUCH ACTION,  TO ARBITRATE THE MERITS OF THE
     CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

     J. Controlling  Document.  To the extent that this Agreement conflicts with
or is in any way incompatible with any provision of any other Loan Document, any
promissory note shall control over any other document,  and issues not addressed
in such promissory note shall be governed by the terms of the Loan Document that
most  specifically  covers such issues.  Capitalized  terms used herein  without
definition have the meaning ascribed to those terms in the Loan Agreement.

     K. NOTICE OF FINAL AGREEMENT.  This written Agreement and any other related
Loan Documents constitute the final agreement between the parties, and supersede
all prior written  agreements and all prior,  contemporaneous or subsequent oral
agreements of the parties regarding all issues addressed in the Loan Documents.

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


BANK/SECURED PARTY:                         PLEDGOR/DEBTOR:


 NATIONSBANK, N.A.

By:_________________________________        __________________________
         Mary A. Pan                        Name:  Saul P. Steinberg
         Senior Vice President





                                                       Date:  June 26, 1998


                                    Guaranty



Between                                            and
==============================================================================
BANK:                                              GUARANTOR:

NationsBank, N.A.                                  Jonathan L. Steinberg
101 South Tryon Street                             1633 Broadway, 38th Floor
Charlotte, North Carolina  28255                   New York, New York 10019

===============================================================================

"BORROWER": Wise Partners, L.P., a Delaware limited partnership


     I.  Guaranty.  FOR VALUE  RECEIVED,  and to  induce  NationsBank,  N.A.,  a
national  banking  association  (the  "Bank"),  to make the  loans  or  advances
contemplated by the Loan Agreement (as hereinafter  defined),  the  undersigned,
Jonathan L. Steinberg  ("Guarantor"),  hereby  irrevocably  and  unconditionally
guarantees  to the Bank the  full  and  prompt  payment  when  due,  whether  by
acceleration  or otherwise,  of any and all the  obligations  of the Borrower to
pay, as and when due and payable (by mandatory prepayment, by scheduled maturity
or upon the  occurrence of any Event of Default),  all amounts from time to time
owing by the Borrower pursuant to any Loan Documents as in effect on the Closing
Date (or  modified or amended  with the consent of the  Guarantor),  whether for
principal, interest, fees or otherwise (collectively,  the "Obligations").  This
Guaranty  is intended to provide a  continuing  guarantee  of the payment of the
Obligations without limitation as to amounts guaranteed  hereunder.  Capitalized
terms used herein without definition shall have the meanings ascribed thereto in
the Loan Agreement, dated as of the date hereof (the "Loan Agreement"),  between
the Borrower and the Bank.

     II. Nature of Obligations.  (a) The undertakings of Guarantor hereunder are
independent of the Obligations and, subject to the provisions of Section 2(b), a
separate action or actions for payment, damages or performance may be brought or
prosecuted  against  Guarantor,  regardless  of whether (i) an action is brought
against  Borrower or Saul P.  Steinberg  or to realize upon any security for the
Obligations  or, (ii)  Borrower  is joined in any such  action or  actions.  The
obligations of Guarantor hereunder are joint and several with the obligations of
Saul P.  Steinberg  under  the  Guaranty,  dated  the  date  hereof,  of Saul P.
Steinberg to the Bank. Guarantor shall not be entitled to assert as a defense to
the  enforceability of this Guaranty any defense of Borrower with respect to any
Obligations.









                                                                           2


          (b)  Notwithstanding  anything to the contrary  contained herein or in
     any other Loan  Document,  it is understood  and agreed that the Bank shall
     make demand for payment of any Obligation that is due and payable  pursuant
     to the terms of the Loan  Documents  (whether on the due date  thereof,  at
     maturity or upon  acceleration)  first on the Borrower (with a copy of such
     notice of  demand  provided  to  Guarantor)  and  shall not make  demand on
     Guarantor for payment of any such  Obligation  until five days have elapsed
     since the date of such demand by the Bank on the Borrower.

     III.  Paragraph  Headings,  Governing Law and Binding Effect. The paragraph
headings in this Guaranty are for convenience  only and that they will not limit
any of the provisions of this  Guaranty.  This Guaranty shall be governed by and
construed in  accordance  with the laws of the State of New York and  applicable
United States  federal law.  This Guaranty  shall be deemed to have been made in
the State of New York at the Bank's New York  address  indicated in Section VIII
of the Loan  Agreement,  and may be  enforced  in the courts of the State of New
York, or the United States courts  located  within the State of New York, and is
performable  in the State of New York.  This Guaranty is binding upon  Guarantor
and his heirs, representatives, estate, successors and assigns, and the Bank and
its  successors  and  assigns,  and shall inure to the benefit of the Bank,  its
successors, endorsees or assigns.

     IV.  Waiver by  Guarantor.  Guarantor  waives  notice of acceptance of this
Guaranty, notice of any Obligations,  presentment,  demand for payment, protest,
notice  of  dishonor  or  nonpayment  of any  Obligations,  notice  of intent to
accelerate,  notice of  acceleration,  and  notice of any suit or the  taking of
other action by the Bank against  Borrower,  Guarantor or any other person,  any
applicable  statute of  limitations  and any other notice to any party liable on
any Loan Document (including  Guarantor),  except as is specifically provided in
Section 12 and Section 13 hereof.

     Subject to the provisions of Section 2(b) hereof, Guarantor also waives the
benefits of any  provision of law  requiring  that the Bank exhaust any right or
remedy,  or take any action,  against the Borrower,  any other  guarantor or any
other person or property  prior to or  simultaneously  with  proceeding  against
Guarantor hereunder.

     The Bank may at any time and from  time to time  (whether  before  or after
revocation or termination of this Guaranty)  without notice to Guarantor (except
as required by Section 1, Section  2(b),  Section 12 or Section 13 hereof or any
other  notice  required  under any Loan  Document  which may not be waived under
applicable  law),  without  incurring   responsibility  to  Guarantor,   without
impairing,  releasing or otherwise  affecting the  obligations of Guarantor,  in
whole or in part,  and without the  endorsement or execution by Guarantor of any
additional consent, waiver or guaranty: (a) change the manner, place or terms of
payment,  or change or extend the time of or renew,  or change any interest rate








                                                                            3



or alter any Obligation or installment  thereof,  or any security therefor;  (b)
sell, exchange, release,  surrender,  realize upon or otherwise deal with in any
manner and in any order any  Collateral  and offset  against any  Collateral  or
other property as provided in the Loan  Documents;  (c) exercise or refrain from
exercising any rights  against  Borrower or others or act or refrain from acting
in any other  manner;  (d) settle or compromise  any  Obligation or any security
therefor and  subordinate  the payment of all or any part thereof to the payment
of any Obligation of any other parties primarily or secondarily liable on any of
the Obligations;  (e) release or compromise any liability of Guarantor hereunder
or any liability or obligation  of any other  parties  primarily or  secondarily
liable on any of the Obligations;  or (f) apply any sums from any sources to any
Obligation without regard to any Obligations remaining unpaid.

     V. Subordination. Guarantor agrees that it will not demand, take or receive
from Borrower,  by set-off or in any other manner,  payment of any debt, now and
at any time or times hereafter  owing by Borrower to Guarantor  unless and until
all the  Obligations  shall  have  been  fully  paid and the  Obligations  fully
performed,  and any security interest, liens or encumbrances which Guarantor now
has and from time to time  hereafter may have upon any of the assets of Borrower
shall be made  subordinate,  junior and  inferior  and  postponed  in  priority,
operation and effect to any security interest of the Bank in such assets.

     VI. Waivers by the Bank. No delay on the part of the Bank in exercising any
of its options,  powers or rights,  and no partial or single  exercise  thereof,
shall constitute a waiver thereof. No waiver of any of its rights hereunder, and
no modification or amendment of this Guaranty, shall be deemed to be made by the
Bank unless the same shall be in writing, duly signed on behalf of the Bank; and
each such waiver, if any, shall apply only with respect to the specific instance
involved,  and shall in no way impair the rights of the Bank or the  obligations
of Guarantor to the Bank in any other respect at any other time.

     VII.   Partial   Invalidity   and/or   Enforceability   of  Guaranty.   The
unenforceability  or  invalidity  of any  provision of this  Guaranty  shall not
affect the  enforceability  or  validity of any other  provision  herein and the
invalidity or  unenforceability  of any provision of any Loan Document as it may
apply to any  person or  circumstance  shall not affect  the  enforceability  or
validity of such provision as it may apply to other persons or circumstances.

     In the event the Bank is required to relinquish or return any payments, any
Collateral  or the  proceeds  thereof,  in  whole  or in  part,  which  had been
previously  applied to or retained for application  against any  Obligation,  by
reason of a proceeding  arising  under any  applicable  bankruptcy or insolvency
law, or for any other reason, this Guaranty shall  automatically  continue to be
effective  notwithstanding any previous  cancellation or release effected by the
Bank.





                                                                           4


     VIII.  Change of Status.  Guarantor  hereby agrees that this Guaranty shall
remain the binding, legal and enforceable obligation of Guarantor,  irrespective
of any change in name by  Guarantor  or  Borrower or change in type of entity of
Borrower.

     IX. Financial and Other Information.  For any year in which any Obligations
remain  outstanding,  Guarantor will furnish the Bank with his annual  financial
statements  in form  satisfactory  to the Bank within ninety (90) days after the
end of the calendar year, which financial  statements shall consist of a balance
sheet for the previous twelve months.  Guarantor will furnish to the Bank within
fifteen (15) days of filing, all tax returns filed by Guarantor.  Guarantor will
also furnish to the Bank financial  information  regarding Guarantor  reasonably
requested  in writing  by the Bank  within  thirty  (30) days of the date of the
request.  Guarantor  has  made an  independent  investigation  of the  financial
condition  and affairs of Borrower  prior to entering  into this  Guaranty,  and
Guarantor  will continue to make such  investigation,  and in entering into this
Guaranty, Guarantor has not relied upon any representation of the Bank as to the
financial  condition,  operation  or  creditworthiness  of  Borrower.  Guarantor
further  agrees  that  the  Bank  shall  have no duty or  responsibility  now or
hereafter  to make any  investigation  or  appraisal  of  Borrower  on behalf of
Guarantor or to provide Guarantor with any credit or other information which may
come to its attention now or hereafter.

     X. Guarantor Representations and Warranties. 1. The financial statements of
Guarantor,  dated March 12, 1998,  which have been  delivered to the Bank fairly
present Guarantor's  financial  condition as of the date thereof.  Guarantor has
not failed to disclose to the Bank any information that could materially  affect
Guarantor's properties,  prospects or financial condition. There has occurred no
material  adverse change in the financial  condition of Guarantor since the date
of such financial statements.

          2.  This  Guaranty  and  each of the  other  Loan  Documents  to which
     Guarantor is a party have been duly executed and delivered by Guarantor and
     constitute  the legal,  valid and binding  obligations of Guarantor and are
     enforceable against Guarantor in accordance with their terms; Guarantor has
     full capacity and power to execute and deliver this Guaranty and such other
     Loan  Documents;  and the  execution  and  delivery  by  Guarantor  of this
     Guaranty and such other Loan Documents and the  performance by Guarantor of
     Guarantor's  obligations  hereunder  and  thereunder,  do not  violate,  or
     conflict with, any agreement,  instrument,  note, judgment, order or decree
     binding on Guarantor or under any law,  rule or  regulation  applicable  to
     Guarantor,  which  violation or conflict  would have a material and adverse
     effect on  Guarantor's  ability to perform its  obligations  under the Loan
     Documents or the rights and remedies of the Bank under the Loan Documents.

     XI. Notices.  Notices provided  hereunder shall be delivered  personally or
sent certified  mail,  postage  prepaid, to  Guarantor (at  Guarantor's  address







                                                                            5




indicated  at the  beginning  of this  Guaranty)  or the  Bank  (at its  address
indicated in Section VIII of the Loan  Agreement),  or to such other  address as
any party may  designate  by written  notice to the other  party.  Each  notice,
request  and demand  shall be deemed  given or made,  if sent by mail,  upon the
earlier of the date of receipt or five (5) days after deposit in the U.S.  Mail,
certified and postage prepaid, or if delivered personally, upon delivery.

     XII.  Guarantor  Duties.  Subject to the provisions of Section 2(b) hereof,
Guarantor  shall  upon  notice  or  demand  by the  Bank  promptly  and with due
diligence,  pay all and satisfy all  Obligations  for the benefit of the Bank in
the event of the occurrence of any Event of Default.

     XIII. Remedies.  Subject to the provisions of Section 2(b) hereof, upon the
failure of Guarantor to fulfill its duty to pay and satisfy all  Obligations  as
required  hereunder,  the Bank shall have  available  all of the  remedies  of a
creditor  of  Guarantor  under all  applicable  law,  and without  limiting  the
generality  of the  foregoing,  the Bank may, at its option and without  further
notice or demand declare any Obligation to be immediately due and payable.

     XIV.  Attorney Fees, Cost and Expenses.  Guarantor shall pay all reasonable
costs  of  collection  and  reasonable  attorney's  fees,  including  reasonable
attorney's  fees  in  connection   with  any  suit,   mediation  or  arbitration
proceeding,   out  of  court  payment  agreement,   trial,  appeal,   bankruptcy
proceedings or otherwise,  incurred or paid by the Bank in enforcing the payment
of any Obligation.

     XV.  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM  BETWEEN OR AMONG THE PARTIES
HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE   ARBITRATION   OF  COMMERCIAL   DISPUTES  OF
J.A.M.S./ENDISPUTE  OR ANY  SUCCESSOR  THEREOF  ("J.A.M.S."),  AND THE  "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.








                                                                             6




          A.  SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN NEW YORK
     COUNTY AND  ADMINISTERED  BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF
     J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
     THEN THE  AMERICAN  ARBITRATION  ASSOCIATION  WILL SERVE.  ALL  ARBITRATION
     HEARINGS  WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR  ARBITRATION;
     FURTHER,  THE ARBITRATOR  SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED
     TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          B. RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION PROVISION SHALL
     BE  DEEMED  TO (I)  LIMIT THE  APPLICABILITY  OF ANY  OTHERWISE  APPLICABLE
     STATUTES  OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN THIS
     AGREEMENT OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION  AFFORDED TO IT
     BY 12 U.S.C.  ss. 91 OR ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW; OR (III)
     LIMIT THE RIGHT OF THE BANK  HERETO (A) TO  FORECLOSE  AGAINST  ANY REAL OR
     PERSONAL PROPERTY COLLATERAL,  OR (B) TO OBTAIN FROM A COURT PROVISIONAL OR
     ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF,  WRIT OF
     POSSESSION  OR  THE  APPOINTMENT  OF A  RECEIVER.  THE  BANK  MAY  EXERCISE
     FORECLOSE  UPON SUCH  PROPERTY,  OR OBTAIN SUCH  PROVISIONAL  OR  ANCILLARY
     REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING
     BROUGHT  PURSUANT TO THIS  AGREEMENT.  THE INSTITUTION OR MAINTENANCE OF AN
     ACTION FOR  FORECLOSURE  OR  PROVISIONAL  OR ANCILLARY  REMEDIES  SHALL NOT
     CONSTITUTE A WAIVER OF THE RIGHTS OF ANY PARTY,  INCLUDING  THE CLAIMANT IN
     ANY SUCH  ACTION,  TO  ARBITRATE  THE  MERITS OF THE  CONTROVERSY  OR CLAIM
     OCCASIONING RESORT TO SUCH REMEDIES.

     XVI. Controlling  Document. To the extent that this Guaranty conflicts with
or is in any way incompatible with any provision of any other Loan Document, the
terms of the Note shall govern over any issue addressed therein,  and issues not
addressed in the Note shall be governed by the terms of the Loan  Document  that
most specifically addresses such issues.

     XVII. Notice of Final Agreement. THIS WRITTEN GUARANTY REPRESENTS THE FINAL
AGREEMENT BETWEEN  THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,






                                                                            7



CONTEMPORANEOUS,  OR  SUBSEQUENTIAL  AGREEMENTS  OF THE  PARTIES.  THERE  ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
on the 26th day of June, 1998.

Guarantor:



______________________________
Name:  Jonathan L. Steinberg






                                                       Date:  June 26, 1998


                                    Guaranty



Between                                                and
===============================================================================
BANK:                                                  GUARANTOR:

NationsBank, N.A.                                      Saul P. Steinberg
101 South Tryon Street                                 Park Avenue Plaza
Charlotte, North Carolina  28255                       55 East 52nd Street
                                                       New York, New York 10055

===============================================================================

"BORROWER":  Wise Partners, L.P., a Delaware limited partnership


     I.  Guaranty.  FOR VALUE  RECEIVED,  and to  induce  NationsBank,  N.A.,  a
national  banking  association  (the  "Bank"),  to make the  loans  or  advances
contemplated by the Loan Agreement (as hereinafter  defined),  the  undersigned,
Saul  P.  Steinberg   ("Guarantor"),   hereby  irrevocably  and  unconditionally
guarantees  to the Bank the  full  and  prompt  payment  when  due,  whether  by
acceleration  or otherwise,  of any and all the  obligations  of the Borrower to
pay, as and when due and payable (by mandatory prepayment, by scheduled maturity
or upon the  occurrence of any Event of Default),  all amounts from time to time
owing by the Borrower  pursuant to any Loan Document as in effect on the Closing
Date (or  modified or amended  with the consent of the  Guarantor),  whether for
principal, interest, fees or otherwise (collectively,  the "Obligations").  This
Guaranty  is intended to provide a  continuing  guarantee  of the payment of the
Obligations without limitation as to amounts guaranteed  hereunder.  Capitalized
terms used herein without definition shall have the meanings ascribed thereto in
the Loan Agreement, dated as of the date hereof (the "Loan Agreement"),  between
the Borrower and the Bank.

     II. Nature of Obligations.  (a) The undertakings of Guarantor hereunder are
independent of the Obligations and, subject to the provisions of Section 2(b), a
separate action or actions for payment, damages or performance may be brought or
prosecuted  against  Guarantor,  regardless  of whether (i) an action is brought
against  Borrower or Jonathan L.  Steinberg  or to realize upon any security for
the Obligations  or, (ii) Borrower is joined in any such action or actions.  The
obligations of Guarantor hereunder are joint and several with the obligations of
Jonathan L. Steinberg under the Guaranty,  dated the date hereof, of Jonathan L.
Steinberg to the Bank. Guarantor shall not be entitled to assert as a defense to
the  enforceability of this Guaranty any defense of Borrower with respect to any
Obligations.








                                                                       2




          (b)  Notwithstanding  anything to the contrary  contained herein or in
     any other Loan  Document,  it is understood  and agreed that the Bank shall
     make demand for payment of any Obligation that is due and payable  pursuant
     to the terms of the Loan  Documents  (whether on the due date  thereof,  at
     maturity or upon  acceleration)  first on the Borrower (with a copy of such
     notice of  demand  provided  to  Guarantor)  and  shall not make  demand on
     Guarantor for payment of any such  Obligation  until five days have elapsed
     since  the date of such  demand by the Bank on the  Borrower  nor shall the
     Bank sell, resell, assign,  transfer or deliver the Collateral of Guarantor
     except in accordance with the notice and other  provisions of Section 13(b)
     hereof.

     III.  Paragraph  Headings,  Governing Law and Binding Effect. The paragraph
headings in this Guaranty are for convenience  only and that they will not limit
any of the provisions of this  Guaranty.  This Guaranty shall be governed by and
construed in  accordance  with the laws of the State of New York and  applicable
United States  federal law.  This Guaranty  shall be deemed to have been made in
the State of New York at the Bank's New York  address  indicated in Section VIII
of the Loan  Agreement,  and may be  enforced  in the courts of the State of New
York, or the United States courts  located  within the State of New York, and is
performable  in the State of New York.  This Guaranty is binding upon  Guarantor
and his heirs, representatives, estate, successors and assigns, and the Bank and
its  successors  and  assigns,  and shall inure to the benefit of the Bank,  its
successors, endorsees or assigns.

     IV.  Waiver by  Guarantor.  Guarantor  waives  notice of acceptance of this
Guaranty, notice of any Obligations,  presentment,  demand for payment, protest,
notice  of  dishonor  or  nonpayment  of any  Obligations,  notice  of intent to
accelerate,  notice of  acceleration,  and  notice of any suit or the  taking of
other action by the Bank against  Borrower,  Guarantor or any other person,  any
applicable  statute of  limitations  and any other notice to any party liable on
any Loan Document (including  Guarantor),  except as is specifically provided in
Section 12 and Section 13 hereof.

     Subject to the provisions of Section 2(b) hereof, Guarantor also waives the
benefits of any  provision of law  requiring  that the Bank exhaust any right or
remedy,  or take any action,  against the Borrower,  any other  guarantor or any
other person or property  prior to or  simultaneously  with  proceeding  against
Guarantor hereunder.

     The Bank may at any time and from  time to time  (whether  before  or after
revocation or termination of this Guaranty)  without notice to Guarantor (except
as required by Section 1, Section 2(b), Section 12 or Section 13 hereof, Section
X.C.  of the Loan  Agreement,  Section  7.A.(ii)  or Section  8.D. of the Pledge
Agreement or any other notice  required under any Loan Document which may not be
waived under applicable law),  without  incurring  responsibility  to Guarantor,
without  impairing,   releasing  or  otherwise   affecting  the  obligations  of








                                                                            3



Guarantor,  in whole or in part,  and without the  endorsement  or  execution by
Guarantor of any additional consent,  waiver or guaranty: (a) change the manner,
place or terms of payment,  or change or extend the time of or renew,  or change
any  interest  rate or alter  any  Obligation  or  installment  thereof,  or any
security  therefor;  (b) sell,  exchange,  release,  surrender,  realize upon or
otherwise  deal with in any  manner and in any order any  Collateral  and offset
against any Collateral or other property as provided in the Loan Documents;  (c)
exercise or refrain from exercising any rights against Borrower or others or act
or  refrain  from  acting in any other  manner;  (d)  settle or  compromise  any
Obligation or any security  therefor and  subordinate  the payment of all or any
part thereof to the payment of any Obligation of any other parties  primarily or
secondarily  liable on any of the  Obligations;  (e) release or  compromise  any
liability of Guarantor  hereunder or any  liability or  obligation  of any other
parties primarily or secondarily liable on any of the Obligations;  or (f) apply
any sums from any sources to any Obligation  without  regard to any  Obligations
remaining unpaid.

     V. Subordination. Guarantor agrees that it will not demand, take or receive
from Borrower,  by set-off or in any other manner,  payment of any debt, now and
at any time or times hereafter  owing by Borrower to Guarantor  unless and until
all the  Obligations  shall  have  been  fully  paid and the  Obligations  fully
performed,  and any security interest, liens or encumbrances which Guarantor now
has and from time to time  hereafter may have upon any of the assets of Borrower
shall be made  subordinate,  junior and  inferior  and  postponed  in  priority,
operation and effect to any security interest of the Bank in such assets.

     VI. Waivers by the Bank. No delay on the part of the Bank in exercising any
of its options,  powers or rights,  and no partial or single  exercise  thereof,
shall constitute a waiver thereof. No waiver of any of its rights hereunder, and
no modification or amendment of this Guaranty, shall be deemed to be made by the
Bank unless the same shall be in writing, duly signed on behalf of the Bank; and
each such waiver, if any, shall apply only with respect to the specific instance
involved,  and shall in no way impair the rights of the Bank or the  obligations
of Guarantor to the Bank in any other respect at any other time.

     VII.   Partial   Invalidity   and/or   Enforceability   of  Guaranty.   The
unenforceability  or  invalidity  of any  provision of this  Guaranty  shall not
affect the  enforceability  or  validity of any other  provision  herein and the
invalidity or  unenforceability  of any provision of any Loan Document as it may
apply to any  person or  circumstance  shall not affect  the  enforceability  or
validity of such provision as it may apply to other persons or circumstances.

     In the event the Bank is required to relinquish or return any payments, any
Collateral  or the  proceeds  thereof,  in  whole  or in  part,  which  had been
previously  applied to or retained for application  against any  Obligation,  by
reason of a proceeding  arising  under any  applicable  bankruptcy or insolvency








                                                                           4



law, or for any other reason, this Guaranty shall  automatically  continue to be
effective  notwithstanding any previous  cancellation or release effected by the
Bank.

     VIII.  Change of Status.  Guarantor  hereby agrees that this Guaranty shall
remain the binding, legal and enforceable obligation of Guarantor,  irrespective
of any change in name by  Guarantor  or  Borrower or change in type of entity of
Borrower.

     IX. Financial and Other Information.  For any year in which any Obligations
remain  outstanding,  Guarantor will furnish the Bank with his annual  financial
statements  in form  satisfactory  to the Bank within ninety (90) days after the
end of the calendar year, which financial  statements shall consist of a balance
sheet for the previous  twelve  months.  Guarantor will also furnish to the Bank
financial information regarding Guarantor reasonably requested in writing by the
Bank within  thirty (30) days of the date of the request.  Guarantor has made an
independent  investigation  of the  financial  condition and affairs of Borrower
prior to entering into this  Guaranty,  and Guarantor will continue to make such
investigation, and in entering into this Guaranty, Guarantor has not relied upon
any  representation  of the Bank as to the  financial  condition,  operation  or
creditworthiness of Borrower.  Guarantor further agrees that the Bank shall have
no  duty  or  responsibility  now or  hereafter  to make  any  investigation  or
appraisal of Borrower on behalf of Guarantor  or to provide  Guarantor  with any
credit or other information which may come to its attention now or hereafter.

     X. Guarantor Representations and Warranties. 1. The financial statements of
Guarantor, dated February 28, 1998, which have been delivered to the Bank fairly
present Guarantor's  financial  condition as of the date thereof.  Guarantor has
not failed to disclose to the Bank any information that could materially  affect
Guarantor's properties,  prospects or financial condition. There has occurred no
material  adverse change in the financial  condition of Guarantor since the date
of such financial statements.

          2.  This  Guaranty  and  each of the  other  Loan  Documents  to which
     Guarantor is a party have been duly executed and delivered by Guarantor and
     constitute  the legal,  valid and binding  obligations of Guarantor and are
     enforceable against Guarantor in accordance with their terms; Guarantor has
     full capacity and power to execute and deliver this Guaranty and such other
     Loan  Documents;  and the  execution  and  delivery  by  Guarantor  of this
     Guaranty and such other Loan Documents and the  performance by Guarantor of
     Guarantor's  obligations  hereunder  and  thereunder,  do not  violate,  or
     conflict with, any agreement,  instrument,  note, judgment, order or decree
     binding on Guarantor or under any law,  rule or  regulation  applicable  to
     Guarantor,  which  violation or conflict  would have a material and adverse
     effect on  Guarantor's  ability to perform its  obligations  under the Loan
     Documents or the rights and remedies of the Bank under the Loan Documents.








                                                                          5




     XI. Notices.  Notices provided  hereunder shall be delivered  personally or
sent certified  mail,  postage  prepaid,  to Guarantor (at  Guarantor's  address
indicated  at the  beginning  of this  Guaranty)  or the  Bank  (at its  address
indicated in Section VIII of the Loan  Agreement),  or to such other  address as
any party may  designate  by written  notice to the other  party.  Each  notice,
request  and demand  shall be deemed  given or made,  if sent by mail,  upon the
earlier of the date of receipt or five (5) days after deposit in the U.S.  Mail,
certified and postage prepaid, or if delivered personally, upon delivery.

     XII.  Guarantor  Duties.  Subject to the provisions of Section 2(b) hereof,
Guarantor  shall  upon  notice  or  demand  by the  Bank  promptly  and with due
diligence,  pay all and satisfy all  Obligations  for the benefit of the Bank in
the event of the occurrence of any Event of Default.

     XIII. Remedies.  Subject to the provisions of Section 2(b) hereof, upon the
failure of Guarantor to fulfill its duty to pay and satisfy all  Obligations  as
required  hereunder,  the Bank shall have  available  all of the  remedies  of a
creditor of  Guarantor  and of a secured  party under all  applicable  law,  and
without  limiting the generality of the  foregoing,  the Bank may, at its option
and  without  further  notice  or  demand:  (a)  declare  any  Obligation  to be
immediately  due and  payable,  at which  point  such  Obligation  shall  become
immediately due and payable;  and (b) take possession of the Collateral  pledged
by  Guarantor,  and, upon five days' prior notice to  Guarantor,  sell,  resell,
assign,  transfer and deliver all or any part of the  Collateral of Guarantor at
any public or private sale or otherwise  dispose of any or all of the Collateral
in its then  condition,  for cash or on credit or for  future  delivery,  and in
connection  therewith the Bank may impose  reasonable  conditions  upon any such
sale, and the Bank,  unless  prohibited by law the provisions of which cannot be
waived, may purchase all or any part of the Collateral to be sold, free from and
discharged of all trusts, claims, rights or redemption and equities of Borrower,
Guarantor  or any other  person  whatsoever.  The Bank  agrees  that any sale of
Collateral  shall be made in a  commercially  reasonable  manner  and  Guarantor
acknowledges  and agrees that the sale of the Collateral  through any nationally
recognized  broker-dealer,  investment  banker or any other method common in the
securities industry shall be deemed a commercially reasonable sale.

     XIV.  Attorney Fees, Cost and Expenses.  Guarantor shall pay all reasonable
costs  of  collection  and  reasonable  attorney's  fees,  including  reasonable
attorney's  fees  in  connection   with  any  suit,   mediation  or  arbitration
proceeding,   out  of  court  payment  agreement,   trial,  appeal,   bankruptcy
proceedings or otherwise,  incurred or paid by the Bank in enforcing the payment
of any Obligation.

     XV. Preservation of Property. The Bank shall not be bound to take any steps
necessary to preserve any rights in Collateral pledged to the Bank to secure the
Obligations against prior parties who may be liable in connection therewith, and
Guarantor hereby agrees to take any such steps. The Bank,  nevertheless,  at any







                                                                            6



time may (a) take any action it deems  appropriate  for the care or preservation
of such  property  or of any rights of  Borrower  and/or  Guarantor  or the Bank
therein;  (b) demand,  sue for,  collect or receive any money or property at any
time due,  payable or receivable on account of or in exchange for any Collateral
pledged to the Bank to secure the  Obligations;  (c)  compromise and settle with
any person liable on such  Collateral;  or (d) upon notice to Guarantor,  extend
the time of payment under the Loan  Documents as to any party liable on the Loan
Documents, all without incurring responsibility to, and without affecting any of
the obligations of Guarantor hereunder.

     XVI.  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,
AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
TORT, SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL
ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF
PRACTICE  AND  PROCEDURE  FOR  THE   ARBITRATION   OF  COMMERCIAL   DISPUTES  OF
J.A.M.S./ENDISPUTE  OR ANY  SUCCESSOR  THEREOF  ("J.A.M.S."),  AND THE  "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

          A.  SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN NEW YORK
     COUNTY AND  ADMINISTERED  BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF
     J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
     THEN THE  AMERICAN  ARBITRATION  ASSOCIATION  WILL SERVE.  ALL  ARBITRATION
     HEARINGS  WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR  ARBITRATION;
     FURTHER,  THE ARBITRATOR  SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED
     TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          B. RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION PROVISION SHALL
     BE  DEEMED  TO (I)  LIMIT THE  APPLICABILITY  OF ANY  OTHERWISE  APPLICABLE
     STATUTES  OF  LIMITATION  OR  REPOSE  AND  ANY  WAIVERS  CONTAINED  IN THIS







                                                                            7


     AGREEMENT OR (II) BE A WAIVER BY THE BANK OF THE PROTECTION  AFFORDED TO IT
     BY 12 U.S.C.  ss. 91 OR ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW; OR (III)
     LIMIT THE RIGHT OF THE BANK  HERETO (A) TO  FORECLOSE  AGAINST  ANY REAL OR
     PERSONAL PROPERTY COLLATERAL,  OR (B) TO OBTAIN FROM A COURT PROVISIONAL OR
     ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF,  WRIT OF
     POSSESSION  OR  THE  APPOINTMENT  OF A  RECEIVER.  THE  BANK  MAY  EXERCISE
     FORECLOSE  UPON SUCH  PROPERTY,  OR OBTAIN SUCH  PROVISIONAL  OR  ANCILLARY
     REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING
     BROUGHT  PURSUANT TO THIS  AGREEMENT.  THE INSTITUTION OR MAINTENANCE OF AN
     ACTION FOR  FORECLOSURE  OR  PROVISIONAL  OR ANCILLARY  REMEDIES  SHALL NOT
     CONSTITUTE A WAIVER OF THE RIGHTS OF ANY PARTY,  INCLUDING  THE CLAIMANT IN
     ANY SUCH  ACTION,  TO  ARBITRATE  THE  MERITS OF THE  CONTROVERSY  OR CLAIM
     OCCASIONING RESORT TO SUCH REMEDIES.

     XVII. Controlling Document. To the extent that this Guaranty conflicts with
or is in any way incompatible with any provision of any other Loan Document, the
terms of the Note shall govern over any issue addressed therein,  and issues not
addressed in the Note shall be governed by the terms of the Loan  Document  that
most specifically addresses such issues.

     XVIII.  Notice of Final  Agreement.  THIS WRITTEN  GUARANTY  REPRESENTS THE
FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTIAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
on the 26th day of June, 1998.

Guarantor:



____________________________
Name:  Saul P. Steinberg