TABLE OF CONTENTS

ARTICLE 1		THE OFFER			2
1.1		The Offer			2
1.2		Parent and Purchaser?s Obligations with Respect to the Offer			3
1.3		The Company?s Obligations with Respect to the Offer			3
ARTICLE 2		THE MERGER			4
2.1		The Merger			4
2.2		Effects of the Merger			5
2.3		Certificate of Incorporation and Bylaws of the Surviving Corporation			5
2.4		Directors			5
2.5		Officers			5
2.6		Effect on Shares of Capital Stock			6
2.7		Options; Stock Option Plans			7
2.8		Warrants			7
2.9		Payment for Shares in the Merger			8
2.10		Withholdings			10
2.11		Additional Actions			10
ARTICLE 3		REPRESENTATIONS AND WARRANTIES OF THE COMPANY			10
3.1		Organization and Standing			10
3.2		Subsidiaries			11
3.3		Corporate Power and Authority			12
3.4		Capitalization of the Company			12
3.5		Conflicts; Consents and Approvals			13
3.6		Absence of Certain Changes			13
3.7		Company SEC Documents			14
3.8		Taxes			15
3.9		Compliance with Law			16
3.10		Intellectual Property			17
3.11		Title to and Condition of Properties			19
3.12		Litigation			19
3.13		Brokerage and Finder?s Fees; Expenses			19
3.14		Employee Benefit Plans			19
3.15		Contracts			22
3.16		Labor Matters			23

3.17		Undisclosed Liabilities			23
3.18		Operation of the Company?s Business; Relationships			24
3.19		Permits; Compliance			24
3.20		Environmental Matters			24
3.21		Opinion of Financial Advisor			25
3.22		Board Approval			25
3.23		Vote Required			25
3.24		Insurance			25
3.25		Company IT			26
ARTICLE 4		REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER			26
4.1		Organization and Qualification			26
4.2		Authority Relative to this Agreement			26
4.3		No Violation; Required Filings and Consents			27
4.4		Brokers			27
4.5		Proxy Statement			27
4.6		Offer Documents			27
4.7		Financing			28
4.8		Legal Proceedings			28
ARTICLE 5		COVENANTS			28
5.1		Interim Operations			28
5.2		Merger Without a Shareholder Meeting; Preparation of the Proxy Statement; Shareholder Meeting			31
5.3		Filings and Consents			32
5.4		Access to Information			32
5.5		Notification of Certain Matters			33
5.6		Public Announcements			33
5.7		Indemnification; Directors? and Officers? Insurance			33
5.8		Further Assurances; Reasonable Efforts			35
5.9		Company SEC Documents			35
5.10		No Solicitation			35
5.11		Deregistration			38
5.12		Option to Acquire Additional Shares			38
5.13		Directors			40
5.14		Employee Benefits			41
ARTICLE 6		CONDITIONS TO CONSUMMATION OF THE MERGER			42

6.1		Conditions to the Obligations of Each Party			42
ARTICLE 7		TERMINATION			42
7.1		Termination by Mutual Consent			42
7.2		Termination by Purchaser, Parent or the Company			42
7.3		Termination by the Company			43
7.4		Termination by Purchaser or Parent			43
7.5		Payment of Fees and Expenses			44
7.6		Effect of Termination			45
ARTICLE 8		MISCELLANEOUS			46
8.1		Third-Party Beneficiaries			46
8.2		No Survival			46
8.3		Modification or Amendment			46
8.4		Entire Agreement; Assignment			46
8.5		Validity			46
8.6		Notices			46
8.7		Governing Law			47
8.8		Descriptive Headings			48
8.9		Counterparts			48
8.10		Certain Definitions			48
8.11		Extension; Waiver			48
8.12		Severability			49
8.13		Submission to Jurisdiction; Waiver of Jury Trial			49

AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of June 28, 2007, is entered into by and among infoUSA Inc., a Delaware corporation (?Parent?), Knickerbocker Acquisition Corp., a New York corporation and a wholly-owned subsidiary of Parent (?Purchaser?), and Guideline, Inc., a New York corporation (the ?Company?).

RECITALS

     A. The respective boards of directors of Parent, Purchaser and the Company have approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement;

     B. In furtherance of such acquisition, Parent proposes to cause Purchaser to make a tender offer to purchase (i) all of the outstanding shares of Common Stock, par value $0.0001 per share, of the Company at a purchase price of $1.35 per share, without interest or accrued dividends, and (ii) all of the outstanding shares of Series A Preferred Stock, par value $0.0001 per share, of the Company at a purchase price of $1.50 per share plus accrued dividends thereon through the date of purchase of such shares in the tender offer, in each case, net to seller and subject to the conditions set forth in this Agreement;

     C. In furtherance of such acquisition, the respective boards of directors of Parent, Purchaser and the Company have approved the merger of Purchaser with and into the Company following the consummation of the above-described tender offer, on the terms and subject to the conditions set forth in this Agreement, whereby (i) each issued and outstanding share of the Company?s Common Stock not owned by the Company, Parent, or Purchaser, or with respect to which the holder thereof has not properly asserted appraisal rights under the New York Business Corporation Law (?NYBCL?), shall be converted into the right to receive $1.35 in cash, and (ii) each issued and outstanding share of the Company?s Series A Preferred Stock not owned by Company, Parent, or Purchaser, or with respect to which the holder thereof has not properly asserted appraisal rights under the NYBCL, shall be converted into the right to receive $1.50 in cash plus accrued dividends thereon through the date of cancellation of such shares in the merger; and

     D. To induce Parent and Purchaser to enter into this Agreement, certain shareholders of the Company have executed shareholder support agreements with Parent contemporaneously herewith.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein, and for other good and valuable consideration, the parties agree as follows:

ARTICLE 1

THE OFFER

     1.1 The Offer.

          (a) Provided that none of the events set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable and in any event within fifteen (15) Business Days of the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?)), an offer to purchase (the ?Offer?) (i) all outstanding shares of Common Stock of the Company, par value $0.0001 per share (the ?Common Shares?) at a price of $1.35 per share, without any interest or accrued dividends, net to the seller in cash (the ?Common Share Offer Consideration?), and (ii) all outstanding shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the ?Preferred Shares? and, along with the Common Shares, the ?Shares?) at a price of $1.50 per share plus accrued dividends thereon through the date of purchase of the Preferred Shares in the Offer, but without interest, net to the seller in cash (the ?Preferred Share Offer Consideration? and, along with the Common Share Offer Consideration, the ?Offer Consideration?). For purposes of this Agreement, ?Business Day? means any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern Time. The obligations of Purchaser to commence the Offer, consummate the Offer, accept for payment and pay for Shares validly tendered in the Offer and not withdrawn shall be subject to those conditions set forth on Annex A hereto.

          (b) Purchaser expressly reserves the right, subject to compliance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), to amend or waive any terms of the Offer in its sole discretion, except that, without the prior written consent of the Company, Purchaser shall not (and Parent shall not cause Purchaser to) (i) decrease the Offer Consideration or change the form of consideration therefor or decrease the number of Shares sought pursuant to the Offer, (ii) amend, modify or change the conditions to the Offer set forth in Annex A hereto in a manner adverse to the holders of Shares, (iii) impose conditions to the Offer in addition to those set forth in Annex A, (iv) waive the Minimum Condition, or (v) extend or otherwise change the expiration date of the Offer (except as set forth in this Section 1.1(b)). The initial expiration date of the Offer shall be twenty (20) Business Days from the commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Purchaser may extend the Offer (x) for successive extension periods not in excess of fifteen (15) Business Days in the aggregate if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and (y) if and to the extent required by the applicable rules and regulations of the United States Securities and Exchange Commission (the ?SEC?). Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver, to the extent permitted by this Agreement) of the conditions to the Offer, Purchaser shall accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after acceptance. Notwithstanding any other provision of this Agreement, the Offer shall terminate upon termination of this Agreement pursuant to Article 7.