EXHIBIT 10.2

                                ESCROW AGREEMENT

      ESCROW,  AGREEMENT,  dated as of April 1, 2003, between FIND/SVP,  Inc., a
New York corporation ("FIND"); Jay L. Friedland  ("FRIEDLAND");  Robert La Terra
("LA TERRA");  Morris  Whitcup  ("WHITCUP");  and Kane Kessler,  P.C., as escrow
agent (the  "ESCROW  AGENT").  Each of  Friedland,  La Terra and  Whitcup may be
individually  referred to herein as a "STOCKHOLDER"  and,  collectively,  as the
"STOCKHOLDERS".

      WHEREAS, pursuant to a Stock Purchase Agreement dated as of April 1, 2003,
among FIND, Guideline Research Corp., La Terra and Friedland, a copy of which is
annexed  hereto as EXHIBIT 1 (the "PURCHASE  Agreement"),  FIND purchased all of
the issued and outstanding  shares of capital stock of Guideline Research Corp.;
and

      WHEREAS, pursuant to the Purchase Agreement, FIND will deposit on the date
hereof a number of shares of the common  stock of FIND,  par value  $0.0001  per
share ("FIND COMMON STOCK"),  with the Escrow Agent in order to provide security
for indemnity  payments,  if any, obligated to be made to FIND and each of their
officers, directors, employees, and agents (together, the "INDEMNIFIED PARTIES")
as and to the extent provided in Section 7.3 of the Purchase  Agreement (a "FIND
INDEMNITY CLAIM"); and

      WHEREAS, Whitcup acknowledges that the Escrow Shares issued in his name at
the request of Friedland and La Terra are being  delivered on the date hereof to
Escrow Agent in order to provide security for indemnity claims against Friedland
and La Terra pursuant to the terms and conditions of the Purchase Agreement; and

      WHEREAS,  FIND and the  Stockholders  wish to appoint the Escrow  Agent to
serve as the escrow  agent  hereunder,  and the Escrow Agent is willing to do so
upon the terms and conditions hereinafter set forth.

      NOW,  THEREFORE,  FIND, the Stockholders and the Escrow Agent hereby agree
as follows:

                                    ARTICLE I

              APPOINTMENT OF ESCROW AGENT; DEPOSIT OF ESCROW SHARES

      1.1  APPOINTMENT  OF THE  ESCROW  AGENT:  DEPOSIT  OF ESCROW  SHARES.  The
Stockholders and FIND hereby constitute and appoint the Escrow Agent as, and the
Escrow Agent hereby agrees to assume and perform the duties of, the escrow agent
under and pursuant to this Agreement.  The Escrow Agent acknowledges  receipt of
an executed copy of the Purchase Agreement. Simultaneously with the execution of
this Agreement, FIND has deposited with the Escrow Agent certificates evidencing
an  aggregate  number  of  295,043  shares of FIND  Common  Stock  (the  "ESCROW
SHARES").  Such  certificates  have been issued in the names of the Stockholders
and in the  number  of shares  indicated  for each  Stockholder  as set forth on
SCHEDULE A hereto and  represent  issued and  outstanding  stock on the  balance
sheet of FIND. The  Stockholders  have each tendered with the Escrow Shares five
(5) duly  executed  blank stock

<PAGE>

powers (the "STOCK POWERS"). The Escrow Agent hereby acknowledges receipt of the
Escrow Shares and the Stock Powers.  The Escrow Shares and the Exchange Cash (as
defined herein), if any, shall not be subject to any lien, attachment,  trustee,
process or any other judicial  process of any creditor of any party hereto.  The
Escrow  Agent  agrees to hold the Escrow  Shares,  the Stock  Powers and, to the
extent  received by Escrow Agent  pursuant to Section 2.14, the Exchange Cash in
escrow subject to the terms and conditions of this Agreement.

      1.2  MAINTENANCE  OF  ESCROW.   Each  Stockholder's  "PRO  RATA  LIABILITY
PERCENTAGE" shall be as set forth opposite such  Stockholder's  name on SCHEDULE
A. The Escrow Agent is hereby granted the power to effect any transfer of Escrow
Shares  required by this Agreement using the applicable  Stock Powers.  FIND and
the Stockholders  shall cooperate with the Escrow Agent in promptly issuing,  or
causing its transfer agent to promptly issue,  such stock  certificates as shall
be required to effect such transfers.  The  Stockholders  and FIND will take any
action  reasonably  required  by the  transfer  agent  of  FIND to  effect  such
transfers,  including,  if required,  promptly providing any necessary medallion
signature  guarantees.  Whitcup  acknowledges  and agrees that the Escrow Shares
issued in his name at the request of Friedland and La Terra are being  delivered
on the date hereof to Escrow Agent in order to provide  security  for  indemnity
claims that FIND may have against  Friedland and La Terra  pursuant to the terms
and conditions of the Purchase Agreement.

      1.3 TAXES. The Stockholders shall pay all applicable  income,  withholding
and any other taxes  imposed on or measured by income which is  attributable  to
income from the Escrow  Shares and the Exchange  Cash and shall file all tax and
information returns applicable thereto.

      1.4 VOTING OF SHARES.  Each Stockholder  shall have the sole right to vote
any Escrow Shares being held in the name of such  Stockholder and to receive any
dividends thereon.

      1.5  TRANSFERABILITY.  The respective interests of the Stockholders in the
Escrow Shares and the Exchange  Cash shall not be  assignable  or  transferable,
other than by  operation of law or pursuant to the terms  hereof.  Notice of any
such  assignment  or transfer by  operation  of law shall be given to the Escrow
Agent and FIND,  and no such  assignment  or transfer  shall be valid until such
notice is given.

      1.6  ADJUSTMENTS  TO ESCROW  SHARES.  If all or any  portion of the Escrow
Shares are subject to any share distribution,  share split, split-up, split-off,
spin-off, recapitalization,  reincorporation merger with a wholly owned Delaware
subsidiary, separation, reorganization, liquidation, combination, redemption, or
exchange  of  shares,  warrants  or other  units of  equity  (together,  "EQUITY
EQUIVALENTS")  of FIND,  occurring  after the date hereof,  as a result of which
Equity  Equivalents of any class shall be issued in respect of outstanding  FIND
Common Stock being changed into the same or a different number of shares of FIND
Common Stock or other Equity Equivalents,  the number and value of Escrow Shares
shall be correspondingly  and ratably adjusted by the Board of Directors of FIND
so as to be substantially the economic equivalent of the number and value of the
Escrow  Shares  that  are in the  possession  of the  Escrow  Agent  immediately
preceding  the event that  causes the change in the number or  character  of the
shares of FIND Common  Stock.  FIND shall  effect this change by  replacing  the
Escrow Shares with Equity  Equivalents within fifteen (15) days of the effective
date of the event  that  caused the  change in the  number or  character  of the
shares  of  FIND  Common  Stock.  Upon  receipt  by  Escrow  Agent,  the  Equity
Equivalents  shall be  deemed  to be  Escrow  Shares  for all  purposes


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<PAGE>

hereof;  provided, that the valuation provisions set forth Section 2.10 shall be
ratably  adjusted  by FIND in  accordance  with  the  actions  of the  Board  of
Directors causing the Equity Equivalents to be issued.

                                   ARTICLE II

                  DISTRIBUTION OF ESCROW SHARES; CASH EXCHANGE

      2.1 TERM OF ESCROW  ACCOUNT.  The Escrow Shares and Exchange Cash shall be
held by the  Escrow  Agent on the terms and  subject to the  conditions  herein,
subject to Section  2.8,  through May 31,  2004 (the  "EXPIRATION  DATE").  This
Agreement  shall  terminate  upon the delivery by the Escrow Agent of all of the
Escrow  Shares and Exchange Cash in accordance  with this  Agreement;  provided,
however,  that the  provisions of Sections  3.1(i),  (ii),  (iii) and 3.3 hereof
shall survive such termination.

      2.2  DELIVERY OF ESCROW  SHARES.  (a) The Escrow  Agent shall  deliver the
Escrow Shares and Exchange Cash only in accordance with (i) a written  agreement
signed  by each of the  Stockholders  and  FIND or (ii) the  provisions  of this
Article II. Upon delivery  and/or transfer of all of the Escrow Shares by Escrow
Agent  pursuant to the terms  hereof,  Escrow Agent shall return any  additional
blank Stock Powers executed by such Stockholder to such Stockholder.

      (b) Any delivery of all or a portion of the Escrow Shares to FIND shall be
made  by  the  Escrow  Agent's  delivery  of  the  certificate  or  certificates
evidencing  the  applicable  number of Escrow Shares to FIND or FIND's  transfer
agent (as applicable),  together with the applicable Stock Power(s), and written
instructions to FIND or FIND's transfer agent (as applicable)  instructing  such
party to deliver to the Escrow Agent a certificate  to be further  issued in the
name of FIND and a  certificate  issued to the  applicable  Stockholder  for the
balance (if any) of the Escrow Shares to be further held by the Escrow Agent and
not delivered to FIND.

      (c) No  fractional  Escrow  Shares shall be held at any time by the Escrow
Agent  pursuant  to this  Agreement.  Instead,  the number of shares  subject to
delivery  shall be rounded down to the nearest whole number and any fractions of
shares shall be deemed delivered to FIND for cancellation.

      2.3 FIND INDEMNITY  CLAIMS.  Upon the occurrence of an event which FIND in
good faith  believes  constitutes  the basis for FIND to receive a payment for a
FIND  Indemnity  Claim,  FIND shall  furnish  written  notice of such event (the
"INDEMNITY  NOTICE") (which notice shall state that it is given pursuant to this
Section 2.3) to each of the  Stockholders and the Escrow Agent (and in any event
on or prior to the Expiration  Date) setting forth FIND's then good faith belief
of the  basis  therefor,  and  FIND's  good  faith  estimate  of the  reasonably
foreseeable amount of the FIND Indemnity Claim. FIND shall, upon request, acting
reasonably and in good faith,  make available to the  Stockholders  all relevant
information  concerning  such FIND  Indemnity  Claim as the  Stockholders  shall
reasonably request and which is in or comes into the possession of FIND.

      2.4 FIND  INDEMNITY  CLAIMS NOT DISPUTED BY  STOCKHOLDERS.  (a) If, within
thirty (30) days after receipt of the Indemnity  Notice,  Friedland and La Terra
do not give the notice  provided for in Section  2.5,  FIND shall be entitled to
make demand (an  "UNDISPUTED  INDEMNITY


                                       3
<PAGE>

NOTICE  DEMAND") that the Escrow Agent either retain for future delivery to FIND
as and when the amount of the FIND Indemnity Claim is determined,  if the amount
of the FIND Indemnity Claim is not then  determined,  or deliver to FIND, if the
amount of the FIND Indemnity Claim has then been determined,  a number of Escrow
Shares issued in each  Stockholder's name and/or an amount of Exchange Cash that
is being held as a result of an exchange of Escrow  Shares  (pursuant to Section
2.13 hereof) that were issued in such  Stockholder's  name,  together  having an
aggregate value equal to his Pro Rata Liability  Percentage of the amount of the
FIND Indemnity Claim set forth in the Indemnity Notice.

      2.5  FIND  INDEMNITY  CLAIMS  DISPUTED  BY  STOCKHOLDERS  AS A  WHOLE.  If
Friedland  and La  Terra  jointly  and in good  faith  dispute  either  the FIND
Indemnity  Claim  described  in the  Indemnity  Notice or the amount  FIND seeks
payment on account of such FIND Indemnity  Claim,  Friedland and La Terra shall,
within thirty (30) days after receipt of the Indemnity  Notice,  jointly  notify
FIND and the Escrow Agent of such dispute  setting  forth the basis  therefor in
reasonable  detail.  In the event  Friedland  and La Terra  jointly  dispute the
entire FIND  Indemnity  Claim,  the Escrow Agent shall not distribute any Escrow
Shares being held in any Stockholder's  name or any amount of Exchange Cash that
is  being  held  upon  exchange  of  Escrow  Shares  that  were  issued  in such
Stockholder's  name  pursuant to Section  2.13  hereof,  until the Escrow  Agent
receives (i) a written agreement signed by Friedland,  La Terra and FIND stating
the  aggregate  amount to which FIND is  entitled in  connection  with such FIND
Indemnity  Claim  (an  "INDEMNITY  CLAIM  AGREEMENT");  or  (ii)  a  copy  of an
arbitrator's  award or court order or judgment directing the aggregate amount to
which FIND is entitled in connection  with such FIND Indemnity  Claim,  provided
that such award,  order or judgment is final and binding  with  respect to FIND,
Friedland  and La Terra and from  which no appeal  may be taken or for which the
time to appeal has expired (a "FINAL JUDGMENT"); provided, in the case of clause
(ii) that the  Escrow  Agent  shall have given  written  notice of the  proposed
distribution,  together with copies,  of all such documents and opinions to FIND
and  the  Stockholders  at  least  five  (5)  days  prior  to  the  date  of the
distribution by the Escrow Agent.  After the occurrence of the events  specified
in clause (i) or (ii) above,  the Escrow Agent shall deliver to FIND a number of
Escrow  Shares  issued in each  Stockholder's  name and/or an amount of Exchange
Cash that is being held as a result of an exchange of Escrow Shares (pursuant to
Section  2.13  hereof)  that were issued in such  Stockholder's  name,  together
having an  aggregate  value equal to his Pro Rata  Liability  Percentage  of the
amount  specified  in the  Indemnity  Claim  Agreement  or  Final  Judgment,  as
applicable. Notwithstanding any provision of this Section 2.5, upon the death or
Disability of either  Friedland or La Terra only the non-disabled or alive party
need dispute the FIND Indemnity  Claim and provide the notice  described in this
section. "DISABILITY" for purposes of this agreement shall have the same meaning
as set forth in the most current employment agreement between Guideline Research
Corp. and such party alleged to be disabled.

      2.6 FIND INDEMNITY  CLAIMS  DISPUTED BY THE  STOCKHOLDERS  IN PART. In the
event  Friedland and La Terra jointly and in good faith dispute part of, but not
all of, a FIND  Indemnity  Claim,  the Escrow Agent shall,  if the amount of the
FIND Indemnity Claim is undetermined, retain for future delivery to FIND, or, if
the amount of the FIND Indemnity  Claim is determined,  deliver to FIND a number
of Escrow  Shares  being  held in each  Stockholder's  name  and/or an amount of
Exchange  Cash that is being held as a result of an  exchange  of Escrow  Shares
(pursuant to Section 2.13 hereof) that were issued in such  Stockholder's  name,
together having an aggregate value equal to his Pro Rata Liability Percentage of
the amount specified in the FIND Indemnity Claim attributable to that portion of
the FIND  Indemnity  Claim which is not


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<PAGE>

jointly  disputed by Friedland and La Terra.  The Escrow Agent shall not deliver
any Escrow  Shares or Exchange  Cash to FIND having an aggregate  value equal to
the amount  specified in the FIND Indemnity Claim with respect to the balance of
such FIND Indemnity  Claim except in accordance with the procedures set forth in
Section 2.5.  Notwithstanding  any provision of this Section 2.6, upon the death
or Disability  of either  Friedland or La Terra only the  non-disabled  or alive
party need dispute the FIND Indemnity Claim and provide the notice  described in
this section.

      2.7  DISTRIBUTION  OF ESCROW  SHARES AND EXCHANGE  CASH. No later than the
tenth business day immediately  following the Expiration Date, any Escrow Shares
and  Exchange  Cash  remaining  with the  Escrow  Agent  after the  withholdings
required  pursuant to the  provisions  of Sections  2.4, 2.5, 2.6 and 2.8 hereof
shall be released  from the  provisions  of this Escrow  Agreement and delivered
promptly  (but in no event  later than  fifteen  (15) days after the  Expiration
Date) by the Escrow Agent to the respective Shareholders;  provided, that to the
extent that a share  certificate needs to be delivered to the transfer agent for
division  into  certificates  of  a  smaller  denomination  to  accommodate  the
withholdings  required  hereunder,  Escrow  Agent shall  promptly  deliver  such
certificate to the transfer agent (and not to such  Shareholder)  within fifteen
(15) days after the Expiration Date and then promptly deliver to the Shareholder
a certificate for the shares deliverable to the Shareholder hereunder within ten
(10) days of Escrow Agent's receipt.

      2.8 RETENTION OF ESCROW SHARES AFTER EXPIRATION DATE. After the Expiration
Date,  the Escrow Agent shall  continue to hold a number of Escrow  Shares being
held in each  Stockholder's name and/or an amount of Exchange Cash that is being
held as a result of an  exchange  of Escrow  Shares  (pursuant  to Section  2.13
hereof)  that  were  issued  in such  Stockholder's  name,  together  having  an
aggregate  value equal to such  Stockholder's  Pro Rata Liability  Percentage of
each unresolved FIND Indemnity Claim that is the subject of an Indemnity  Notice
until such time as the Escrow Agent receives for such  unresolved FIND Indemnity
Claim  (i) an FIND  Indemnity  Claim or (ii) a Final  Judgment,  (in each  case,
evidencing the ultimate  resolution of any of the underlying  claims referred to
in such  Indemnity  Notice  consistent  with this  Section 2), at which time the
Escrow  Agent shall (A) arrange for the  delivery of an amount of Escrow  Shares
issued in such  Stockholder's  name  and/or an amount of  Exchange  Cash that is
being held as a result of an exchange of Escrow Shares (pursuant to Section 2.13
hereof)  that  were  issued  in such  Stockholder's  name,  together  having  an
aggregate  value  equal  to his Pro  Rata  Liability  Percentage  of the  amount
specified in such FIND Indemnity  Claim or Final  Judgment,  as the case may be,
and (B) deliver an amount of Exchange  Cash,  if any, and deliver to each of the
Stockholders  that  number of Escrow  Shares,  if any,  which the  Escrow  Agent
continued  to hold after the  Expiration  Date by reason of such FIND  Indemnity
Claim and which is in excess of the  amount so  delivered  to FIND with  respect
thereto.

      2.9 REPORTING.  The parties hereto shall,  for federal income tax purposes
and, to the extent  permitted by applicable  law,  state and local tax purposes,
report  consistent with the  Stockholders as the owners of the Escrow Shares and
the Exchange Cash and as the taxpayers with respect to any income earned thereon
and the  Stockholders  shall furnish any required tax forms  consistent with the
foregoing.

      2.10 VALUE OF ESCROWED  SHARES.  For the purpose of determining the number
of Escrow  Shares  required  for (i) a  distribution  of  Escrow  Shares to FIND
pursuant to a FIND


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<PAGE>

Indemnification  Claim in  accordance  with  Sections 2.4, 2.5 and 2.6, (ii) the
Escrow Agent's withholding requirements pursuant to Section 2.8 hereof, or (iii)
otherwise, the Escrow Agent shall divide (x) the applicable FIND Indemnity Claim
amount  pursuant to this Section 2 (less any Exchange  Cash,  (y) the applicable
withholding  amount  determined  pursuant  to  Section  2.8  hereof,  or (z) any
applicable amount determined pursuant to this Agreement,  as the case may be, by
the higher of (i) $1.271 and (ii) average closing price of the FIND Common Stock
for a ten (10)  consecutive  trading  day period  ending on the day  immediately
preceding the date that such notice was received by Escrow Agent.

      2.11 ARBITRATION.  Except in the event of the need for immediate equitable
relief  from a court of  competent  jurisdiction  to  prevent  irreparable  harm
pending  arbitration relief, and except for enforcement of a party's remedies to
the extent such  enforcement  must be pursuant to court  authorization  or order
under  applicable law, any dispute between the parties hereto or under any other
document,  instrument or writing  executed  pursuant to this Agreement  shall be
settled,  by  arbitration  before three  arbitrators  pursuant to the Commercial
Arbitration Rules of the American  Arbitration  Association (the "RULES") in New
York, New York or such other location as may be agreed upon by the parties.  For
purposes of this Agreement,  the parties consent to jurisdiction in New York for
any arbitration  proceeding or any action to enforce an arbitration  award.  The
arbitrators  shall be selected by a joint  agreement of La Terra,  Friedland and
FIND;  provided that if they do not so agree within twenty (20) business days of
the date of the request for arbitration, the selection shall be made pursuant to
the Rules.  Nothing in this  Agreement  shall  prevent the  parties  hereto from
settling  any  dispute  by mutual  agreement  at any time.  Any party or parties
awarded a final  determination or order in their favor by an arbitrator or court
pursuant to this  Section  2.11 shall be  entitled to recover  from the party or
parties against whom such final  determination  or order is given all reasonable
costs and  expenses,  including  reasonable  attorneys'  fees,  incurred  by the
prevailing   party  or  parties  with  respect  to  such  arbitration  or  court
proceeding, such award of costs and expenses to be determined by such arbitrator
or court.  Unless  otherwise  agreed in writing,  the parties  will  continue to
provide service and honor all other  commitments under this Agreement during the
course of dispute  resolution  pursuant to the  provisions  of this Section with
respect to all matters not subject to such dispute, controversy or claim.

      2.12 ACCOUNTING. The Escrow Agent shall upon reasonable request and notice
by any  party  hereto  provide a  written  account  to such  party  listing  any
transactions with respect to the Escrow Shares.

      2.13 CASH  EXCHANGE  UPON  EXERCISE  OF  CONSIDERATION  SHARES PUT. To the
extent that Escrow Agent is holding  Escrow  Shares  pursuant to this  Agreement
during  the  Exercise  Period,  Friedland  or La Terra  (whether  on  behalf  of
themselves  or Whitcup),  in connection  with the exercise of the  Consideration
Shares Put and  notwithstanding any provision of Section 2.10 hereof, may tender
to Escrow Agent at closing of such exercise of the Consideration  Shares Put (or
upon  default  thereof  upon drawing down of the Letters of Credit) an amount of
cash equal to the Exercise Price (except in the event,  and to the extent,  of a
"Put Guarantor Transaction" (as defined below) in which case such amount of cash
shall equal the Average  Closing Price) for each of the Exercised  Escrow Shares
in exchange for the number of Exercised Escrow Shares being held by Escrow Agent
(such payment being referred to herein as "Exchange  Cash").  Escrow Agent shall
attend such closing and deliver  such  Exercised  Escrow  Shares  provided  that
Escrow Agent is provided with reasonable notice of such closing and such closing
occurs in New


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<PAGE>

York, New York. A "Put Guarantor  Transaction"  for purposes hereof shall result
to the  extent  that  FIND  defaults  on  all  or  part  of an  exercise  of the
Consideration  Shares Put pursuant to the Purchase Agreement and Friedland or La
Terra  is being  paid all or part of the  Exercise  Price  by or  through  DW or
through   the   Letter(s)   of  Credit  for  the   Consideration   Shares   Put.
Notwithstanding  any  provision  hereof,  to the  extent  that  a Put  Guarantor
Transaction is effected in whole or in part through the Letter(s) of Credit, the
Exercised  Escrow Shares that are being paid for by or through such Letter(s) of
Credit  shall be  delivered  to David  Walke  and not the  Stockholders.  Upon a
drawing  by  Friedland  and/or La Terra on a Letter of  Credit  as  payment  for
Exercised Escrow Shares, such party(ies) undertake to arrange for such issuer of
the letter of credit to issue a bank,  certified,  cashier's  or teller's  check
upon the  drawing  thereof  payable to the Escrow  Agent and  request  that such
issuer, at Friedland and/or La Terra's expense,  as the case may be, immediately
deliver by recognized  overnight  courier,  or if such issuer refused to arrange
delivery,  personally  arrange  for such  delivery,  such check such that Escrow
Agent  receives  such  check  within two (2)  business  days of the date of such
drawing.  All capitalized  terms not otherwise defined in this Agreement and set
forth in this Section 2.13 shall have the meanings ascribed to such terms in the
Purchase  Agreement or the Put Notice annexed hereto as EXHIBIT 2. Exchange Cash
shall  be held by the  Escrow  Agent in  segregated  non-interest  bearing  IOLA
accounts.

      2.14 DELIVERY AND  WITHHOLDING OF ESCROW SHARES AND EXCHANGE  CASH.  After
the  receipt  of  Exchange  Cash by Escrow  Agent,  upon any event  requiring  a
delivery to FIND,  or a withholding  pursuant to the terms  hereof,  of Exchange
Cash and Escrow  Shares,  the Escrow  Agent  shall,  for each such  delivery  or
withholding, deliver or withhold for each such Stockholder a pro rata percentage
of the aggregate  Exchange  Cash and a pro rata  percentage of the Escrow Shares
equal to the Pro Rata Liability Percentage of such Stockholder.

      2.15  FLUCTUATIONS  IN VALUE OF ESCROW  SHARES.  It is  recognized  by the
parties hereto that FIND Common Stock, certificates of which comprise the Escrow
Shares, are publicly traded through the NASD and that fluctuations in the prices
of such stock will occur from day to day. The Escrow Agent shall not be required
or expected to notify any of the parties  hereto of any  fluctuation in value of
the said stock during the term hereof and the Stockholders shall not be required
to provide any additional Escrow Shares or other property by reason thereof.

      2.16 LIABILITY OF STOCKHOLDERS.  For purposes of clarity,  notwithstanding
any provision set forth herein,  the parties  hereto agree that if the number of
Escrow Shares  issued in the name of a  Stockholder  together with the amount of
Exchange Cash delivered in exchange for Escrow Shares issued in the name of such
Stockholder  is not  sufficient  to cover  such  Stockholder's  liability  of an
Indemnification  Claim,  the  Escrow  Shares  issued  in the  name of any  other
Stockholder  and the amount of Exchange  Cash  delivered  in exchange for Escrow
Shares of such other  Stockholder  shall not be  diminished  or  withheld in any
manner as a result of such shortfall.

                                   ARTICLE III

                                  ESCROW AGENT

      3.1 DUTIES AND OBLIGATIONS OF THE ESCROW AGENT. The duties and obligations
of the Escrow Agent shall be limited to and determined  solely by the provisions
of this Agreement and the certificates delivered in accordance herewith, and the
Escrow Agent is not charged with


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<PAGE>

knowledge of or any duties or responsibilities in respect of any other agreement
or document. In furtherance and not in limitation of the foregoing:

            (i) the Escrow  Agent  shall be fully  protected  in relying in good
            faith upon any written certification,  notice,  direction,  request,
            waiver,  consent,  receipt or other  document  that the Escrow Agent
            reasonably believes to be genuine and duly authorized,  executed and
            delivered;

            (ii) the Escrow Agent shall not be liable for any error of judgment,
            or for any act done or omitted by it, or for any  mistake in fact or
            law,  or for  anything  that  it may do or  refrain  from  doing  in
            connection  herewith;  provided,  however,  that notwithstanding any
            other provision in this Agreement,  the Escrow Agent shall be liable
            only for its willful misconduct and gross negligence;

            (iii) the Escrow Agent may seek the advice of legal counsel selected
            with  reasonable  care in the event of any dispute or question as to
            the  construction  of any of the provisions of this Agreement or its
            duties hereunder, and it shall incur no liability and shall be fully
            protected in respect of any action taken,  omitted or suffered by it
            in good faith in accordance with the opinion of such counsel;

            (iv) in the event that the Escrow Agent shall in any instance, after
            seeking  the advice of legal  counsel  pursuant  to the  immediately
            preceding  clause,  in good faith be  uncertain  as to its duties or
            rights hereunder, or receive conflicting  instructions,  it shall be
            entitled to refrain from taking any action in that  instance and its
            sole obligation,  in addition to those of its duties hereunder as to
            which  there is no such  uncertainty,  shall be to keep  safely  all
            property  held in the  Escrow  Account  until it shall be  otherwise
            notified  in  writing by each of the  parties  hereto or by a final,
            nonappealable  order  of  a  court  of  competent   jurisdiction  or
            arbitration  tribunal;  provided,  however,  in the  event  that the
            Escrow Agent has not received such written  direction or court order
            or  arbitration  award within one hundred eighty (180) calendar days
            after  requesting  the same,  it shall have the right to  interplead
            FIND  and  each of the  Stockholders  in any  court  or  arbitration
            tribunal  of  competent  jurisdiction  and  request  that such court
            determine its rights and duties hereunder; and

            (v)  the   Escrow   Agent   may   execute   any  of  its   power  or
            responsibilities  hereunder and exercise any rights hereunder either
            directly  or  by  or  through  agents  or  attorneys  selected  with
            reasonable care. Nothing in this Agreement shall be deemed to impose
            upon the Escrow  Agent any duty to qualify to do  business or act as
            fiduciary or otherwise in any  jurisdiction  other than the State of
            New York and the Escrow Agent shall not be responsible for and shall
            not be  under a duty to  examine  into or pass  upon  the  validity,
            binding effect, execution or sufficiency of this Agreement or of any
            agreement amendatory or supplemental hereto.

      3.2 COOPERATION.  FIND and each of the  Stockholders  shall provide to the
Escrow Agent all instruments  and documents  within their  respective  powers to
provide  that are  necessary  for the  Escrow  Agent to  perform  its duties and
responsibilities hereunder.


                                       8
<PAGE>

      3.3  INDEMNITY.  Friedland  and La Terra and FIND  jointly  and  severally
indemnify the Escrow Agent for and against any loss,  damages,  cost or expense,
including but not limited to reasonable  attorneys' fees, reasonably incurred by
the Escrow Agent in connection with the Escrow Agent's performance of its duties
and  obligations  under this  Agreement,  as well as the  reasonable,  costs and
expenses of defending against any claim or liability  relating to this Agreement
("ESCROW AGENT INDEMNIFICATION"); provided, however, that the Escrow Agent shall
not be entitled to indemnification for any such loss, liability, cost or expense
arising  as  a  result  of  the  Escrow  Agent's  willful  misconduct  or  gross
negligence;  provided,  further,  that Friedland and La Terra, in the aggregate,
shall in no event  be  responsible  for more  than  fifty  percent  (50%) of the
liability  resulting from any matter for which Escrow Agent  Indemnification  is
sought.  The Escrow  Agent  shall not be entitled  to  indemnification  from the
Escrow Account for any Escrow Agent  Indemnification.  The Escrow Agent shall be
entitled to charge its usual routine and  customary  legal fees, if any, for its
services hereunder, which shall be the responsibility of FIND.

      3.4 RESIGNATION AND REMOVAL OF THE ESCROW AGENT.  (a) The Escrow Agent may
resign as such thirty (30) calendar  days  following the giving of prior written
notice  thereof to each of the  Stockholders  and FIND. In addition,  the Escrow
Agent may be removed and replaced on a date  designated in a written  instrument
signed by each of the  Stockholders  and FIND and delivered to the Escrow Agent.
Notwithstanding  the foregoing,  no removal shall be effective until a successor
escrow agent has  acknowledged  its appointment as such as provided in paragraph
(c) below.  Upon the effective date of such  resignation or removal,  the Escrow
Agent shall deliver the Exchange Cash, the Escrow Shares and any remaining Stock
Powers  to the  successor  escrow  agent,  if any,  or if  none,  to a court  of
competent  jurisdiction,  together  with such records  maintained  by the Escrow
Agent in connection with its duties hereunder and other information with respect
to the  Exchange  Cash,  the  Escrow  Shares  and the  Stock  Powers as any such
successor may reasonably request.

      (b)  If  a  successor  escrow  agent  shall  not  have   acknowledged  its
appointment  as such as  provided  in  paragraph  (c)  below,  in the  case of a
resignation,  prior to the expiration of thirty (30) calendar days following the
date of a  notice  of  resignation  or,  in the case of a  removal,  on the date
designated  for the Escrow Agent's  removal,  as the case may be because each of
the  Stockholders  and FIND are unable to agree on a successor  escrow agent, or
for any other reason,  the Escrow Agent may select a successor  escrow agent and
any such resulting  appointment shall be binding upon all of the parties to this
Agreement.

      (c) Upon written  acknowledgment  by a successor escrow agent appointed in
accordance with the foregoing provisions of this Section 3.4 of its agreement to
serve as escrow agent  hereunder  and the receipt of the Exchange  Cash,  Escrow
Shares and any remaining Stock Powers,  the Escrow Agent shall be fully released
and relieved of all duties,  responsibilities  and  obligations  after such date
under this Agreement, subject to the proviso contained in clause (ii) of Section
3.1, and such successor escrow agent shall for all purposes hereof be the Escrow
Agent.

      3.5 NOTIFICATION OF RECEIPTS;  DELIVERIES AND  DISBURSEMENTS BY THE ESCROW
AGENT.  As promptly as  practicable  after  receipt by the Escrow  Agent of each
delivery of funds, certificates, instruments or other documents from a party and
as promptly as practicable after delivery of funds, certificates, instruments or
other  documents by the Escrow  Agent to a party,  the Escrow Agent shall inform
all the parties in writing of such deposit, disbursement or delivery.


                                       9
<PAGE>

      3.6 ATTORNEY FOR FIND. The parties hereto  acknowledge  and agree that the
Escrow Agent is the attorney for FIND and may continue to represent  FIND in all
matters,  including any disputes that may arise under this Escrow Agreement, the
Purchase  Agreement  or the  transactions  contemplated  hereby or thereby.  The
parties hereby waive any claim of conflict of interest  against the Escrow Agent
resulting from its acting as Escrow Agent and counsel to FIND.

                                   ARTICLE IV

                                  MISCELLANEOUS

      4.1 NOTICES. All notices, requests and other communications hereunder must
be in  writing  and will be  deemed to have been  duly  given if  delivered  (i)
personally,  (ii) by facsimile  transmission  with  confirmed  receipt if mailed
contemporaneously  by first class mail, postage prepaid,  or (iii) by recognized
overnight  courier,  to the  parties at the  following  addresses  or  facsimile
numbers:

      If to FIND:

                     FIND/SVP, INC.
                     625 Avenue of the Americas
                     New York, New York 10011
                     Attention: Chief Executive Officer
                     Telephone: (212) 645-4500
                     Facsimile: (212) 255-7632

      With a copy to:

                     Kane Kessler, P.C.
                     1350 Avenue of the Americas
                     26th Floor
                     New York, New York 10019
                     Attention: Robert L. Lawrence, Esq.
                     Telephone: (212) 541-6222
                     Facsimile: (212) 245-3009

      If to Friedland, La Terra or Whitcup:

      To the address set forth below such  Stockholder's  name on the  signature
      pages hereto with a copy to:

                     Wormser, Kiely, Galef & Jacobs LLP
                     825 Third Avenue
                     New York, New York  10022
                     Attention: Robert F. Jacobs, Esq.
                     Telephone: (212) 687-4900
                     Facsimile: (212) 687-5703


                                       10
<PAGE>

            and

                     Levy & Pellegrino, LLP
                     950 Third Avenue
                     New York, New York  10022
                     Attention: Irwin Levy, Esq.
                     Telephone: (212) 355-7220
                     Fax:       (212) 371-3215

      If to the Escrow Agent, to:

                     Kane Kessler, P.C.
                     1350 Avenue of the Americas
                     26th Floor
                     New York, New York 10019
                     Attention: Robert L. Lawrence, Esq.
                     Telephone: (212) 541-6222
                     Facsimile: (212) 245-3009

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  to the address as provided in this Section 4.1, be deemed given upon
delivery,  (ii) if delivered by facsimile  transmission  and mail as provided in
this  Section  4.1,  be  deemed  given on the next  business  day,  and (iii) if
delivered by overnight  courier in the manner  described  above, be deemed given
upon  receipt.  Any party from time to time may change  its  address,  facsimile
number or other  information  for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.

      4.2 AMENDMENTS ETC. This Agreement may be amended or modified,  and any of
the terms hereof may be waived, only by a written instrument duly executed by or
on behalf of FIND, each of the  Stockholders  and the Escrow Agent. No waiver by
any party of any term or condition  contained in this  Agreement,  in any one or
more  instances,  shall be deemed to be or  construed as a waiver of the same or
any other term or condition of this Agreement on any future occasion.

      4.3 FURTHER  ASSURANCES.  From time to time on and after the date  hereof,
the  Stockholders  and FIND shall deliver or cause to be delivered to the Escrow
Agent such further  documents and  instruments and shall do and cause to be done
such  further  acts as the  Escrow  Agent  shall  reasonably  request  (it being
understood  that the  Escrow  Agent  shall have no  obligation  to make any such
request)  to carry out more  effectively  the  provisions  and  purposes of this
Agreement, to evidence compliance herewith.

      4.4 GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of New  York  applicable  to a  contract
executed and performed in such State,  without giving effect to the conflicts of
laws principles thereof.

      4.5 BUSINESS DAY. For all purposes of this  Agreement,  the term "BUSINESS
DAY"  shall mean any day other  than a  Saturday,  Sunday or other day on which,
commercial  banks in New York,  New York are  authorized  or  required by law to
close.


                                       11
<PAGE>

      4.6  MISCELLANEOUS.  This  Agreement is binding upon and will inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  The headings used in this Agreement have been inserted for convenience
of  reference  only and do not  define  or limit  the  provisions  hereof.  This
Agreement may be executed in any number of  counterparts,  each of which will be
deemed an original,  but all of which together will  constitute one and the same
instrument.

                            (SIGNATURE PAGE FOLLOWS)


                                       12
<PAGE>

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

                                            FIND/SVP, INC.

                                            By: /s/ David Walke
                                                --------------------------------
                                                Name:  David Walke
                                                Title: Chief Executive Officer

                                            /s/ Jay L. Friedland
                                            ------------------------------------
                                            Jay L. Friedland
                                            Address: 425 East 58th Street
                                                     New York, New York 10022

                                            Facsimile:

                                            /s/ Robert La Terra
                                            ------------------------------------
                                            Robert La Terra
                                            Address: 85 Magnolia Avenue
                                                     Montvale, New Jersey 07645

                                            Facsimile:

                                            /s/ Morris Whitcup
                                            ------------------------------------
                                            Morris Whitcup
                                            Address: 100 Overlook Terrace
                                                     New York, New York 10040

                                            Facsimile:


                                            KANE KESSLER, P.C.

                                            By: /s/ Jeffrey S. Tullman
                                                --------------------------------
                                                Name:  Jeffrey S. Tullman
                                                Title: President