EXHIBIT 10.16

                           INVESTOR'S RIGHTS AGREEMENT

      THIS INVESTOR'S RIGHTS AGREEMENT (the "Agreement") is made as of April 1,
2003 by and among FIND/SVP, Inc., a New York corporation (the "Company"), Petra
Mezzanine Fund, L.P. (the "Investor"), Martin E. Franklin ("Franklin") and David
Walke ("Walke", and together with Franklin, the "Major Shareholders").

                                    RECITALS

      WHEREAS, the Company proposes to issue shares of Series A Preferred Stock,
$0.0001  par value per share (the  "Series A Preferred  Stock") to the  Investor
pursuant to the Series A  Preferred  Stock  Purchase  Agreement  (the  "Purchase
Agreement") by and among the Company and the Investor of even date herewith;

      WHEREAS, the Company has requested that the Investor make available to the
Company a term loan in the original  principal  amount of Three Million  Dollars
($3,000,000) (the "Loan");

      WHEREAS, as consideration for the Investor making the Loan to the Company,
the Company proposes to grant the Investor a warrant (the "Warrant") to purchase
675,000 shares of the Company's  common stock,  $0.0001 par value per share (the
"Common Stock"); and

      WHEREAS,  to induce the Investor to enter into the Purchase  Agreement and
make the Loan,  the  Company  and the  Investor  have  agreed to enter into this
Agreement to provide for certain rights,  privileges and preferences in favor of
the Investor.

      NOW,  THEREFORE,  in consideration of the premises and the mutual promises
and  covenants  contained  in this  Agreement  and the Purchase  Agreement,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties mutually
agree as follows:

1. REGISTRATION RIGHTS

      1.1.  CERTAIN  DEFINITIONS.  The following  terms shall have the following
respective meanings:

            "HOLDER"  shall  mean the  Investor  so long as the  Investor  holds
Registrable Securities and any Person holding Registrable Securities to whom the
rights under this Section 1 have been  transferred  in  accordance  with Section
1.11.

            "INITIATING  HOLDERS"  shall  mean any Holder or Holders of at least
twenty-five percent (25%) of the Registrable Securities.

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            "REGISTRABLE  SECURITIES"  means  (i) the  Common  Stock  issued  or
issuable upon conversion of the Series A Preferred  Stock,  upon exercise of the
Warrant or upon exercise of each Additional  Warrant (as defined in the Warrant)
or (ii) stock issued in respect of the stock referred to in (i) as a result of a
stock split,  stock dividend,  recapitalization  or the like, and in the case of
(i) and (ii) which has not been sold to the public or sold  pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
excluding in all cases, however, any Registrable  Securities  transferred by any
Person  in a  transaction  in which  the  rights  under  this  Section 1 are not
assigned in accordance with this Agreement.

            The terms  "REGISTER,"  "REGISTERED" and  "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

            "REGISTRATION EXPENSES" shall mean all expenses,  except as included
in Selling  Expenses or as otherwise  stated  below,  incurred by the Company in
complying  with Sections 1.2, 1.3 and 1.4  including,  without  limitation,  all
registration,  qualification and filing fees,  printing  expenses,  escrow fees,
fees and  disbursements of counsel for the Company,  blue sky fees and expenses,
the  expense  of  any  special  audits  incident  to or  required  by  any  such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the  Company)  and the  reasonable  fees and
disbursements of one special counsel for all Holders as selling  shareholders in
the event of each registration provided for in Section 1.2.

            "SELLING  EXPENSES" shall mean all underwriting  discounts,  selling
commissions and stock transfer taxes applicable to the securities  registered by
the Holders. Such expenses shall be borne by the Holders.

      1.2. REQUESTED REGISTRATION.

            (a) REQUEST FOR  REGISTRATION.  Subject to the provisions of Section
1.2(c) below, if at any time the Company shall receive from Initiating Holders a
written request that the Company effect any registration  with respect to any of
their Registrable Securities in which either (i) the anticipated aggregate price
to the public is at least  $500,000  or (ii) at least  250,000  shares of Common
Stock shall be registered, the Company will:

                  (i) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders; and

                  (ii)  as  soon  as  practicable,   effect  such  registration,
qualification  or  compliance   (including,   without  limitation,   appropriate
qualification  under  applicable  blue sky or other  state  securities  laws and
appropriate  compliance with applicable  regulations issued under the Securities
Act  and  any  other  governmental  requirements  or  regulations)  as may be so
requested and as would permit or facilitate the sale and  distribution of all or
such portion of such  Registrable  Securities  as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written  request  received
by the Company within twenty (20) days after receipt of such written


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notice  from the  Company;  PROVIDED,  HOWEVER,  that the  Company  shall not be
obligated to take any action to effect any such  registration,  qualification or
compliance pursuant to this Section 1.2:

                        (A)  Within  180  days  of  the  effective  date  of any
registration  statement  pertaining to  securities of the Company  (other than a
registration  of  securities  in a Rule 145  transaction  or with  respect to an
employee benefit plan),  provided that the Company is actively employing in good
faith all  reasonable  efforts to cause such  registration  statement  to become
effective; or

                        (B)  After  the  Company  has   effected  two  (2)  such
registrations  pursuant to this Section 1.2,  and such  registrations  have been
declared  effective  under  the  Securities  Act;  provided,   however,  that  a
registration pursuant to this Section 1.2 shall not be considered a registration
for  purposes  of  this  Section  1.2(a)(ii)(B),   (i)  unless  and  until  such
registration  shall have become effective and all shares so registered have been
sold and (x) in the case of a registration  on Form S-1 (or any successor  form)
or Form S-2 (or any successor  form),  until one hundred eighty (180) days after
the effective date thereof or until all shares so registered have been sold, and
(y) in the case of a registration on Form S-3, until all Registrable  Securities
included in such registration shall have been actually sold, (ii) if the Holders
withdraw their request at any time because such Holders (A) reasonably  believed
that the registration statement contained an untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements made therein (in light of the  circumstances  under which
they were  made) not  misleading,  (B)  notified  the  Company  of such fact and
requested that the Company correct such alleged  misstatement  or omission,  and
(C) the Company has refused to correct such alleged misstatement or omission, or
(iii) if at least 75% of the Registrable  Securities  requested to be registered
by the Holders are not included in a registration pursuant to this Section 1.2.

      Subject to the  foregoing  clauses (A) and (B),  the Company  shall file a
registration  statement  covering the Registrable  Securities so requested to be
registered  as soon as  practicable  after receipt of the request or requests of
the Initiating Holders.

            (b) PRIORITY ON DEMAND REGISTRATIONS. The Company may include in any
registration  pursuant  to  this  Section  1.2  any  securities  which  are  not
Registrable  Securities;  provided,  if  such  registration  is an  underwritten
offering  and the  managing  underwriters  advise the Company in writing that in
their  opinion  the  number  of  Registrable  Securities  and  other  securities
requested  to be included  in such  offering  exceeds the number of  Registrable
Securities and other securities,  if any, which can be sold in an orderly manner
in such offering within a price range acceptable to the Holders of a majority of
the Registrable Securities to be included in such registration therein,  without
adversely affecting the marketability of the offering, the Company shall include
in such  registration  prior to the  inclusion of any  securities  which are not
Registrable Securities (i) first, the number of Registrable Securities requested
to be included by the Holders which in the opinion of such  underwriters  can be
sold in an orderly manner without  affecting the  marketability of the offering,
pro rata  among the  respective  Holders  thereof  on the basis of the number of
Registrable Securities requested to be included therein by each such Holder, and
(ii) second,  other securities which the Company has requested to be included in
such


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<PAGE>

registration,  pro rata among the respective holders thereof on the basis of the
amount of such securities requested to be included therein by each such holder.

            (c) UNDERWRITING.  In the event that a registration pursuant to this
Section 1.2 is for a registered public offering  involving an underwriting,  the
Company shall advise the Holders as part of the notice given pursuant to Section
1.2(a)(i) that the registered  public  offering  shall be  underwritten  and the
right of any Holder to  participate  in such  registration  shall be conditioned
upon such Holder's  participation in the underwriting  arrangements  required by
this Section 1.2(c), and the inclusion of such Holder's  Registrable  Securities
in the  underwriting  to the  extent  requested  shall be  limited to the extent
provided herein.

      The Company shall (together with all Holders proposing to distribute their
securities  through such underwriting)  enter into an underwriting  agreement in
customary form with the managing  underwriter  selected for such underwriting by
the Company,  subject to the reasonable  consent of a majority of the Initiating
Holders  requesting  registration.  Notwithstanding  any other provision of this
Section 1.2, if the  managing  underwriter  determines  that  marketing  factors
require  limitation  of the number of shares to be  underwritten,  the  managing
underwriter  may  limit  the  Registrable  Securities  to be  included  in  such
registration.  The  Company  shall so  advise  all  Holders  distributing  their
securities through such underwriting and the number of shares of securities that
may be included in the registration  and  underwriting  (other than on behalf of
the Company) shall be allocated  among all Holders in  proportion,  as nearly as
practicable,  to the  respective  amounts  of  Registrable  Securities  or other
securities  requested  to be  included  in such  registration  by such  Holders;
provided,  however,  that the number of shares of  Registrable  Securities to be
included in such  underwriting  shall not be reduced unless all other securities
are first entirely excluded from the underwriting.  To facilitate the allocation
of shares in accordance with the above  provisions,  the Company or the managing
underwriter  may round  the  number of  shares  allocated  to any  Holder to the
nearest one hundred (100) shares.

            (d) DEFERRAL OF  REGISTRATION.  Notwithstanding  the  provisions  of
Section  1.2(a),  if (i) in the good faith judgment of the Board of Directors of
the Company, a requested registration under this Section 1.2 would not be in the
best  interest  of the  Company  and  the  Board  of  Directors  of the  Company
concludes,  as a  result,  that it is  essential  to defer  the  filing  of such
registration  statement at such time,  and (ii) the Company shall furnish to the
Initiating  Holders a certificate signed by the President of the Company stating
that in the good faith  judgment of the Board of Directors  of the  Company,  it
would not be in the best interest of the Company for such registration statement
to be filed in the near future and that it is, therefore, essential to defer the
filing of such registration statement,  then the Company shall have the right to
defer such  filing  (except as provided  in Section  1.2(a)(ii)(A)  above) for a
period of not more than  ninety  (90) days after  receipt of the  request of the
Initiating Holders,  and, provided further, that the Company shall not defer its
obligation in this manner more than once in any 12-month period.

      1.3. COMPANY REGISTRATION.

            (a) NOTICE OF REGISTRATION.  If at any time or from time to time the
Company shall  determine to register any of its  securities,  either for its own
account  or the  account  of a  security  holder or  holders,  other  than (i) a
registration relating solely to employee benefit plans,


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<PAGE>

(ii) a  registration  relating  solely to a Securities  and Exchange  Commission
("SEC") Rule 145 transaction, (iii) a registration effected pursuant to Sections
1.2 or 1.4 or (iv) a registration on any registration  form that does not permit
secondary sales or does not include  substantially the same information as would
be  required to be included in a  registration  statement  covering  the sale of
Registrable Securities, the Company will:

                  (i) promptly give to each Holder written notice thereof; and

                  (ii)   include   in  such   registration   (and  any   related
qualification under blue sky laws or other compliance requirements),  and in any
underwriting  involved therein,  all the Registrable  Securities  specified in a
written request or requests,  made within twenty (20) days after receipt of such
written notice from the Company, by any Holder.

            (b)  UNDERWRITING.  If the  registration  of which the Company gives
notice is for a  registered  public  offering  involving  an  underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant to Section  1.3(a)(i)  above. In such event, the right of any Holder to
participate  in such  registration  shall  be  conditioned  upon  such  Holder's
participation in such  underwriting to the extent provided  herein.  All Holders
proposing  to  distribute  their  securities  through  such  underwriting  shall
(together with the Company and any other holders  distributing  their securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form  with  the  managing  underwriter  selected  for such  underwriting  by the
Company.  Notwithstanding  any  other  provision  of this  Section  1.3,  if the
managing underwriter determines that marketing factors require limitation of the
number of shares to be  underwritten,  the  managing  underwriter  may limit the
Registrable Securities to be included in such registration. The Company shall so
advise in  writing  all  Holders  distributing  their  securities  through  such
underwriting  and the number of shares of securities that may be included in the
registration  and  underwriting  (other than on behalf of the Company)  shall be
allocated  among all Holders in  proportion,  as nearly as  practicable,  to the
respective amounts of Registrable Securities or other securities requested to be
included  in  such  registration  by  such  Holders;  PROVIDED,   HOWEVER,  that
notwithstanding  any  terms  set  forth  in  that  certain  Registration  Rights
Agreement,  dated as of November 26,  1996,  by and between the Company and SVP,
S.A.,  and assigned to Marlin  Equities,  LLC and Walke  Associates,  Inc.  (the
"Registration  Rights  Agreement"),  in no event shall the amount of Registrable
Securities of the Holders included in the offering be reduced below  twenty-five
percent (25%) of the total amount of securities  included in such offering (such
25% to be allocated among the participating Holders in proportion,  as nearly as
practicable, to the respective amounts of Registrable Securities requested to be
included in such registration by such Holders),  unless (i) such offering is the
initial public offering of the Company's  Common Stock in which case the Holders
may be excluded  entirely if the managing  underwriter  makes the  determination
described  above and all other  holders of the  Company's  securities  are first
excluded  entirely  or (ii) the Holders  holding a majority  of the  Registrable
Securities consent in writing to such a reduction.  To facilitate the allocation
of shares in  accordance  with the above  provisions,  the Company may round the
number of shares  allocated  to any  Holder to the  nearest  one  hundred  (100)
shares.

            (c) RIGHT TO  TERMINATE  REGISTRATION.  The  Company  shall have the
right to  terminate  or withdraw  any  registration  initiated  by it under this
Section 1.3 prior to the


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effectiveness  of such  registration,  whether or not any Holder has  elected to
include securities in such registration; provided, however, if the Holders elect
to use their  demand  registration  right  pursuant  to Section  1.2,  then such
registration shall be governed by Section 1.2 and it shall not be terminated.

      1.4.  REGISTRATION  ON FORM S-3. If  Initiating  Holders  request that the
Company file a registration statement on Form S-3 (or any successor form to Form
S-3) for a public  offering  of shares of the  Registrable  Securities  in which
either (i) the anticipated aggregate price to the public is at least $500,000 or
(ii) at least  250,000  shares  of Common  Stock  shall be  registered,  and the
Company is a  registrant  entitled to use Form S-3 to register  the  Registrable
Securities  for such an  offering,  the  Company  shall  cause such  Registrable
Securities  to be  registered  for the  offering  on such form and to cause such
Registrable  Securities to be qualified in such jurisdictions as the Holders may
reasonably request;  PROVIDED,  HOWEVER, that the Company shall not be obligated
to effect any such  registration (i) in the event that the Company shall furnish
the  certification   described  in  Section   1.2(d)(ii)  (but  subject  to  the
limitations  set forth  therein),  or (ii) in a given calendar year, the Company
has effected two (2) such registrations,  or (iii) in the event the Company will
be required to obtain an audit  (other than for its normal  year-end  audit) for
such  registration to become  effective.  The substantive  provisions of Section
1.2(c) shall be applicable  to each  registration  initiated  under this Section
1.4.

      1.5.  LIMITATIONS  ON  SUBSEQUENT  REGISTRATION  RIGHTS.  Other  than  the
registration  rights  granted  to Robert  La Terra  pursuant  to his  employment
agreement with the Company with respect to 150,000 shares of Common Stock,  from
and after the date  hereof,  without the approval of the Investor or the Holders
of a majority of the  Registrable  Securities,  the Company shall not enter into
any agreement granting any holder or prospective holder of any securities of the
Company registration rights equal to or superior to those of the Holders.

      1.6. EXPENSES OF REGISTRATION.  Except as otherwise  provided herein,  all
Registration Expenses incurred in connection with all registrations  pursuant to
Section 1.2 and up to three (3)  registrations  pursuant to Sections 1.3 and 1.4
shall be borne by the Company;  PROVIDED,  HOWEVER,  that the Holders shall bear
the  Registration  Expenses for any  registration  proceeding  begun pursuant to
Section  1.2  and  subsequently  withdrawn  by the  Holders  registering  shares
therein,  unless such  withdrawal  is based upon  material  adverse  information
relating to the Company  that is  different  from the  information  known to the
Holders  requesting  registration at the time of their request for  registration
under Section 1.2. Unless otherwise  stated,  all Selling  Expenses  relating to
securities  registered on behalf of the Holders shall be borne by the Holders of
such securities PRO RATA on the basis of the number of shares so registered.

      1.7.   REGISTRATION   PROCEDURES.   In  the  case  of  each  registration,
qualification or compliance  effected by the Company pursuant to this Section 1,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each registration and as to the completion thereof. At its expense,  the Company
will:

            (a)  Prepare  and file with the SEC a  registration  statement  with
respect to such  Registrable  Securities  and use its best efforts to cause such
registration statement to become effective, and, upon the request of the holders
of a majority of the Registrable Securities


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registered  thereunder,  keep  such  registration  statement  effective  for the
earlier  of 180 days or until the  distribution  described  in the  registration
statement has been completed;  provided,  however,  that (i) such 180-day period
shall be extended  for a period of time equal to the period the Holder  refrains
from selling any securities  included in such  registration at the request of an
underwriter of Common Stock (or other  securities)  of the Company;  and (ii) in
the case of any  registration  of  Registrable  Securities on Form S-3 which are
intended to be offered on a continuous  or delayed  basis,  such 180-day  period
shall be extended,  if necessary,  to keep the registration  statement effective
until all such Registrable  Securities are sold,  provided that Rule 415, or any
successor rule under the Securities Act,  permits an offering on a continuous or
delayed basis,  and provided  further that applicable rules under the Securities
Act governing the obligation to file a post-effective  amendment permit, in lieu
of filing a post-effective  amendment which (A) includes any prospectus required
by  Section  10(a)(3)  of the  Securities  Act or (B)  reflects  facts or events
representing a material or fundamental  change in the  information  set forth in
the  registration  statement,  the  incorporation  by reference  of  information
required to be included in (A) and (B) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") in the registration statement.

            (b) Prepare and file with the SEC such amendments and supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement.

            (c) Furnish to the Holders,  as  expeditiously  as reasonable,  such
numbers of copies of the registration  statement,  each amendment and supplement
thereto, the prospectus,  including a preliminary prospectus, in conformity with
the  requirements  of the Securities  Act, and such other  documents as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

            (d) Use its best  efforts to register  and  qualify  the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders;
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such  states or  jurisdictions,  unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act.

            (e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting  agreement and any other customary
agreements,  in usual and customary form, with the underwriters of such offering
and take all such actions  reasonably  requested to expedite or  facilitate  the
disposition of shares. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.

            (f) Notify each Holder covered by such registration statement at any
time when a prospectus  relating  thereto is required to be delivered  under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration  statement,  as then in effect, includes an untrue
statement of a material fact or omits to state a


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material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

            (g) Cause all such Registrable Securities to be listed, prior to the
date  of the  first  sale  of  such  Registrable  Securities  pursuant  to  such
registration,  on each securities exchange on which similar securities issued by
the  Company  are then  listed  and,  if not so  listed,  to be listed  with the
National Association of Securities Dealers automated quotation system (NASDAQ).

            (h) Provide a transfer agent and registrar for all such  Registrable
Securities and a CUSIP number for all such Registrable Securities,  in each case
not later than the effective date of such registration statement.

            (i) Make  available for  inspection on a  confidential  basis by any
participating Holder, any underwriter  participating in any disposition pursuant
to such registration  statement,  and the counsel to the  participating  Holders
whose expenses are being paid pursuant to Section 1.6 hereof,  all financial and
other records,  pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors, employees,  independent accountants and
other  advisors to supply on a  confidential  basis all  information  reasonably
requested  by  any  such  participating  Holder,   underwriter  or  attorney  in
connection with such registration statement.

            (j)  Permit  any  participating   Holder  that,  in  its  reasonable
judgment,  might be deemed to be an underwriter  or a controlling  Person of the
Company within the meaning of Section 15 of the  Securities  Act, to participate
in the preparation of such  registration  or comparable  statement and to permit
the insertion therein of material, furnished to the Company in writing, which in
the reasonable  judgment of such participating  Holder and its counsel should be
included,   provided   that  such  material   shall  be  furnished   under  such
circumstances as shall cause it to be subject to the indemnification  provisions
provided pursuant to Section 1.7 hereof.

            (k) In the event of the  issuance of any stop order  suspending  the
effectiveness  of a  registration  statement,  or of  any  order  suspending  or
preventing the use of any related  prospectus or suspending the qualification of
any Registrable  Securities included in such registration  statement for sale in
any  jurisdiction,  the Company will use its best efforts promptly to obtain the
withdrawal of such order.

            (l)  Cooperate  with  the  participating  Holders  and the  managing
underwriter or  underwriters,  if any, to facilitate the timely  preparation and
delivery of  certificates  (not bearing any  restrictive  legends)  representing
Registrable  Securities  to be sold under  such  registration,  and enable  such
Registrable  Securities to be in such denominations and registered in such names
as the  managing  underwriter  or  underwriters,  if any, or such  participating
Holders may reasonably request.

            (m) Furnish, at the request of any Holder requesting registration of
Registrable  Securities  pursuant  to this  Section  1, on the  date  that  such
Registrable  Securities are delivered to the underwriters for sale in connection
with a  registration  pursuant to this Section 1, if such  securities  are being
sold through  underwriters,  or, if such  securities  are not being sold through
underwriters,  on the date that the registration  statement with respect to such
securities becomes


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effective,  (i) an opinion,  dated such date,  of the counsel  representing  the
Company  for the  purposes of such  registration,  in form and  substance  as is
customarily given to underwriters in an underwritten public offering,  addressed
to the  underwriters,  and (ii) a letter,  dated such date, from the independent
certified  public  accountants  of the  Company,  in form  and  substance  as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,  addressed to the underwriters,  if any, and to
the Holders requesting registration of Registrable Securities.

            (n) Otherwise  comply with all applicable  rules and  regulations of
the SEC, and make generally  available to its security  holders (as contemplated
by Section 11(a) under the Securities Act) an earnings statement  satisfying the
provisions  of  Rule  158  under  the  Securities  Act  as  soon  as  reasonably
practicable  after the end of the twelve month period  beginning  with the first
month of the Company's first fiscal quarter  commencing after the effective date
of the  registration  statement,  which  statement shall cover said twelve month
period.

      1.8. INDEMNIFICATION.

            (a) To the extent  permitted by law, the Company will indemnify each
Holder,  each of its  officers  and  directors  and  partners,  and each  Person
controlling  such Person within the meaning of Section 15 of the Securities Act,
with  respect  to  which  registration,  qualification  or  compliance  has been
effected  pursuant to this Section 1, and each  underwriter for such Holder,  if
any, and each Person who controls any underwriter  within the meaning of Section
15 of the  Securities  Act,  against all expenses,  claims,  losses,  damages or
liabilities  (or actions in respect  thereof),  including  any of the  foregoing
incurred in settlement of any litigation,  commenced or threatened,  arising out
of or based on any untrue statement (or alleged untrue  statement) of a material
fact contained in any registration statement,  prospectus,  offering circular or
other  document,  or any amendment or supplement  thereto,  incident to any such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not  misleading,  or  any  violation  by the  Company  of the
Securities  Act,  the  Exchange  Act,  any state  securities  law or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities  law   applicable  to  the  Company  in  connection   with  any  such
registration,  qualification or compliance,  and the Company will reimburse each
such Holder,  each of its officers and directors  and partners,  and each Person
controlling such Holder,  each such underwriter and each Person who controls any
such underwriter,  as incurred,  for any legal and any other expenses reasonably
incurred in  connection  with  investigating,  preparing or  defending  any such
claim, loss, damage,  liability or action, provided that the indemnity agreement
contained in this Section 1.8 shall not apply to amounts paid in  settlement  of
any such claim, loss, damage, liability or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable to any such Holder in any such case
to the extent that any such claim, loss, damage,  liability or action arises out
of or is based on (i) any  untrue  statement  or  omission  (or  alleged  untrue
statement or omission),  made in reliance  upon and in  conformity  with written
information  furnished  to the Company by such  Holder,  any of its officers and
directors  and  partners,  controlling  Person of such  Holder,  underwriter  or
controlling  Person of such  underwriter and stated to be  specifically  for use
therein or the preparation thereby


                                       9
<PAGE>

or (ii) use or delivery by such Holder,  controlling  Person or underwriter of a
prospectus other than the most current prospectus made available to such Holder,
controlling Person or underwriter by the Company.

            (b) To the extent permitted by law, each Holder will, if Registrable
Securities  held by such Holder are included in the  securities as to which such
registration,  qualification  or  compliance  is being  effected,  indemnify the
Company,  each of its directors and officers,  each underwriter,  if any, of the
Company's securities covered by such a registration  statement,  each Person who
controls the Company or such underwriter within the meaning of Section 15 of the
Securities  Act, and each other such Holder,  each of its officers and directors
and partners and each Person controlling such other Holder within the meaning of
Section 15 of the Securities Act, against all expenses,  claims, losses, damages
and liabilities (or actions in respect thereof),  including any of the foregoing
incurred in settlement of any litigation,  commenced or threatened,  arising out
of or based on (i) any untrue  statement  (or  alleged  untrue  statement)  of a
material fact  contained in any  registration  statement,  prospectus,  offering
circular or other document, or any amendment or supplement thereto,  incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading,  or (ii) use or
delivery by such Holder of a prospectus  other than the most current  prospectus
made  available to such Holder by the Company,  and will  reimburse the Company,
such other Holder, each of its directors,  officers,  partners,  and each Person
controlling  such Holder or the Company,  each such  underwriter and each Person
who  controls  any  such  underwriter  for  any  legal  and any  other  expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss,  damage,  liability or action, in each case to the extent, but
only to the extent,  that such untrue statement (or alleged untrue statement) or
omission  (or  alleged  omission)  is  made  in  such  registration   statement,
prospectus,  offering  circular,  other  document,  amendment or  supplement  in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Holder and specifically requested by the Company for use therein
or the preparation thereby. Notwithstanding the foregoing, the liability of each
Holder  under this  subsection  (b) shall be  limited to an amount  equal to the
aggregate  net  proceeds  received  by such  Holder from the shares sold by such
Holder in the offering in question.

            (c) Each party  entitled to  indemnification  under this Section 1.8
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved  by the  Indemnified  Party  (whose  approval  shall  not  be  withheld
unreasonably), and the Indemnified Party may participate in such defense at such
party's expense;  PROVIDED  HOWEVER,  that the Indemnified  Party shall have the
right to  retain  its own  counsel,  with  fees and  expenses  to be paid by the
Indemnifying  Party, if  representation of such Indemnified Party by the counsel
retained by the  Indemnifying  Party would not be  appropriate  due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such  proceeding,  and provided  further that the
failure of any Indemnified Party to give notice as provided herein shall relieve
the Indemnifying Party of its obligations under this Section 1.8 to


                                       10
<PAGE>

the extent  (but only to the  extent)  that the  failure to give such  notice is
materially prejudicial to an Indemnifying Party's ability to defend such action,
and provided  further that the  Indemnifying  Party shall not assume the defense
for matters as to which there is a conflict of interest or material separate and
different  defenses.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

            (d) If the indemnification  provided for in this Section 1.8 is held
by a court of competent  jurisdiction to be unavailable to an Indemnified  Party
with  respect  to any loss,  liability,  claim,  damage or expense  referred  to
therein,  then the Indemnifying  Party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
Indemnified Party as a result of such loss, liability,  claim, damage or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations;  provided,  that in no event shall any  contribution by a Holder
under this Section 1.8(d) exceed the net proceeds from the offering  received by
such Holder,  except in the case of willful  fraud by such Holder.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement of a material fact or the omission to state a material fact relates to
information  supplied by the Indemnifying  Party or by the Indemnified Party and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such statement or omission. No person guilty of 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.

            (e) Notwithstanding the foregoing, to the extent that the provisions
on  indemnification  and contribution  contained in the  underwriting  agreement
entered into in connection with the underwritten public offering are in conflict
with the foregoing  provisions,  the  provisions in the  underwriting  agreement
shall control.

            (f) The  obligations  of the Company and Holders  under this Section
1.8 shall  survive the  completion  of any  offering of  Registrable  Securities
pursuant to a registration statement under this Section 1, and otherwise.

      1.9. INFORMATION BY HOLDER. As a condition to the Company's obligations to
complete  a  registration  under 1.2,  1.3 or 1.4,  the  Holders  of  securities
included  in any  registration  shall  furnish to the Company  such  information
regarding  such  Holders,  the  Registrable  Securities  held  by  them  and the
distribution  proposed by such Holders as the Company may request in writing and
as shall be required  in  connection  with any  registration,  qualification  or
compliance referred to in this Section 1.

      1.10. RULE 144 REPORTING.  With a view to making available the benefits of
certain rules and  regulations  of the SEC which may at any time permit the sale
of the Registrable


                                       11
<PAGE>

Securities  to the  public  without  registration,  after  such time as a public
market exists for the Common Stock of the Company, the Company agrees to use its
best efforts to:

            (a) Make and keep public information  available,  as those terms are
understood and defined in Rule 144 under the Securities  Act, at all times after
the  effective  date  that  the  Company   becomes   subject  to  the  reporting
requirements of the Exchange Act;

            (b) File  with the SEC in a timely  manner  all  reports  and  other
documents required of the Company under the Exchange Act; and

            (c) So long as a Holder owns any Registrable Securities,  furnish to
the Holder  forthwith upon request a written  statement by the Company as to its
compliance  with the reporting  requirements of the Exchange Act, and such other
reports and documents of the Company and other  information in the possession of
or reasonably  obtainable by the Company as the Holder may  reasonably  request,
unless otherwise obtainable through the SEC's website, in availing itself of any
rule or  regulation  of the SEC allowing the Holder to sell any such  securities
without registration.

      1.11. TRANSFER OF REGISTRATION  RIGHTS. The rights to cause the Company to
register  securities  granted to the Holders under Sections 1.2, 1.3 and 1.4 may
be assigned to a  transferee  or assignee  in  connection  with any  transfer or
assignment of Registrable  Securities by the Holder provided that the transferor
provides  the  Company  with  written  notice  of  the  proposed  transfer,  the
transferee agrees in writing to be bound by the provisions of this Section 1 and
all of the terms and conditions contained in the Purchase Agreement.

      1.12. "MARKET STAND-OFF" AGREEMENT. If requested in writing by the Company
and an  underwriter  of Common  Stock (or other  securities)  of the  Company in
connection with the initial public  offering of the Company,  a Holder shall not
sell or otherwise  transfer or dispose of any Common Stock (or other securities)
of the  Company  held by such  shareholder  (other  than those  included  in the
registration)  during a period  not to exceed  one  hundred  eighty  (180)  days
following the date of the prospectus included in such registration  statement of
the Company  filed under the  Securities  Act,  provided  that all  officers and
directors  of the  Company  and  holders  of at least five  percent  (5%) of the
Company's  voting  securities  are  bound  by  and  have  entered  into  similar
agreements.

      The  obligations  described  in this  Section  1.12  shall  not apply to a
registration  relating  solely  to  a  transaction  under  Rule  145  under  the
Securities  Act or to an employee  benefit plan of the Company.  The Company may
impose  stop-transfer  instructions  with respect to the shares (or  securities)
subject to the foregoing  restriction  until the end of such one hundred  eighty
(180)-day or shorter period.

      1.13.  TERMINATION.  No Holder  shall be entitled  to exercise  any rights
provided  for in this  Section 1 after the date that all  shares of  Registrable
Securities  held or  entitled  to be held upon  conversion  by such  Holder  may
immediately be sold under Rule 144 during any 90-day period.


                                       12
<PAGE>

2. PREEMPTIVE RIGHTS

      2.1. RIGHT OF PURCHASE. The Company hereby grants to the Investor, so long
as such  Investor  shall own,  of record or  beneficially,  or have the right to
acquire from the Company,  any Registrable  Securities,  the preemptive right to
purchase all or part of such  Investor's  PRO RATA share of New  Securities  (as
defined in Section 2.2) which the Company,  from time to time,  proposes to sell
and issue to any Person (each an  "Additional  Investor).  The Investor shall be
entitled to apportion the  preemptive  rights hereby granted it among itself and
its partners and affiliates in such proportions as it deems appropriate.

      2.2. DEFINITION OF NEW SECURITIES. "New Securities" shall mean any capital
stock of the Company or rights  thereto,  whether  now  authorized  or not,  and
options,  warrants or other rights to purchase  capital stock and  securities of
any type  whatsoever  that are, or may become,  convertible  into capital stock;
provided,  however,  that  "New  Securities"  does not  include  (i)  securities
issuable upon  conversion of or with respect to Series A Preferred  Stock;  (ii)
securities  issuable upon exercise of the Warrant;  (iii)  securities  issued in
connection with a bona fide business  acquisition of or by the Company,  whether
by  merger,  consolidation,  sale  of  assets,  sale or  exchange  of  stock  or
otherwise,  including  but not  limited  to  shares of  Common  Stock  issued in
connection  with the Company's  acquisition  of Guideline  Research  Corporation
("Guideline"),  but  excluding in all cases any shares of Common Stock issued by
the Company in connection with any indemnity obligations of the Company pursuant
to any  acquisition  agreement;  (iv) an  aggregate  of not more than  3,500,000
shares  (subject to appropriate  adjustment for stock splits,  stock  dividends,
reclassifications, recapitalizations or similar events), of the Company's Common
Stock (or  related  options  to  purchase  Common  Stock)  which  are  issued to
employees, directors or consultants of the Company or any subsidiary pursuant to
the  Company's  1996 Stock Option Plan (the "Stock  Plan") or any similar  stock
option or  incentive  plan  approved  by a majority  of the  Company's  Board of
Directors and, as required,  shareholders,  provided the issuance of such shares
of the Company's  Common Stock (or related  options to purchase Common Stock) is
approved by the Board of Directors or a duly-appointed  committee  thereof;  (v)
securities  issuable  upon  conversion  or exercise of any options,  warrants or
other rights to acquire capital stock of the Company  outstanding as of the date
of this  Agreement;  and (vi) shares of the  Company's  capital  stock issued in
connection   with  any  stock  split,   stock  dividend,   reclassification   or
recapitalization by the Company.

      2.3.  NOTICE  FROM THE  COMPANY.  In the event  the  Company  proposes  to
undertake  an issuance of New  Securities,  it shall give the  Investor  written
notice of its intention, describing the type of New Securities and the price and
the terms upon which the Company proposes to issue the same. Such Investor shall
have  thirty  (30)  days  from the date  any  such  notice  is given to agree to
purchase up to its PRO RATA share of such New  Securities for the price and upon
the terms  specified in the notice by giving  written  notice to the Company and
stating  therein the  quantity of New  Securities  to be  purchased.  A PRO RATA
share,  for  purposes of this Section 2, is the ratio of the number of shares of
Common Stock issued and held,  including  shares issuable upon conversion of the
Series A Preferred  Stock and/or upon exercise of the Warrant then held, by such
Investor  to the total  number of shares  of Common  Stock of the  Company  then
outstanding  on an as  converted  and  fully  diluted  basis  (excluding  shares
reserved for option grants not yet granted).


                                       13
<PAGE>

      2.4. SALE BY THE COMPANY.  In the event the Investor  fails to exercise in
full its preemptive rights the Company shall have ninety (90) days thereafter to
sell the New Securities with respect to which the Investor's  preemptive  rights
were  not  exercised,  at a  price  and  upon  terms  no more  favorable  to the
Additional  Investor thereof than specified in the Company's  original notice to
the  Investor.  To the extent the Company  does not sell all the New  Securities
offered within said ninety (90) day period,  the Company shall not issue or sell
such New Securities  without first again offering such  securities in the manner
provided by this Section 2.

      2.5.  TERMINATION OF RIGHTS.  The rights granted under this Section 2 will
terminate  at such time as the Loan is fully  repaid and the  Investor no longer
holds any Registrable Securities.

3. CO-SALE RIGHTS.

      3.1. CO-SALE RIGHT. Subject to the terms and conditions of Section 3.5 and
3.6 hereof, none of the Major Shareholders or any of their respective affiliates
other than the  Company  (each a  "Selling  Shareholder")  shall  enter into any
transaction  that would  result in the sale by him of any  capital  stock now or
hereafter owned by the Major Shareholders or any of their respective affiliates,
unless at least thirty (30)  calendar days prior to the closing of such sale the
Selling  Shareholder shall give notice to each Holder of its intention to effect
such sale in order that such Holder may exercise its rights under this Section 3
as hereinafter  described.  Such notice shall set forth (i) the number of shares
to be sold by the Selling  Shareholder,  (ii) the  principal  terms of the sale,
including  the price at which the shares are  intended to be sold,  and (iii) an
offer by the Selling  Shareholder  to cause to be included with the shares to be
sold by it in the sale  such  Holder's  Pro Rata  Share  on the same  terms  and
conditions.  For purposes of this Section 3, a Holder's "Pro Rata Share" will be
defined as a  fraction,  the  numerator  of which is the  number of  Registrable
Securities  held by such Holder,  and the denominator of which is the sum of (i)
the number of shares of capital stock owned by the Selling Shareholder plus (ii)
the number of Registrable Securities held by such Holder.

      3.2.  REJECTION OF CO-SALE  OFFER.  If such Holder has not  accepted  such
offer in writing  within a period of fifteen (15) calendar days from the date of
receipt of the notice  specified in  subsection  (a) of this  Section,  then the
Selling Shareholder shall thereafter be free for a period of ninety (90) days to
sell the number of shares  specified in such notice,  at a price no greater than
the price set forth in such notice and on otherwise no more  favorable  terms to
the Selling  Shareholder  than as set forth in such notice,  without any further
obligation  to such Holder in  connection  with such sale. In the event that the
Selling Shareholder fails to consummate such sale within such ninety-day period,
the shares specified in such notice shall continue to be subject to this Section
3.

      3.3.  ACCEPTANCE OF CO-SALE  OFFER.  If such Holder  accepts such offer in
writing  within a period of fifteen (15)  calendar days from the date of receipt
of the notice  specified in Section 3.1, such  acceptance  shall be  irrevocable
unless the  Selling  Shareholder  shall be unable to cause to be included in the
sale the number of Registrable  Securities  held by such Holder and set forth in
the written acceptance.


                                       14
<PAGE>

      3.4. DELIVERY REQUIREMENTS.  Such Holder shall effect its participation in
the Selling  Shareholder's sale by either promptly (i) delivering to the Selling
Shareholder the  appropriate  number of shares of Common Stock which such Holder
has elected to sell,  or (ii) to the extent such Holder does not hold any shares
of Common Stock,  exercising  the Warrant and/or  converting  shares of Series A
Preferred Stock, as case may be, for the appropriate  number of shares of Common
Stock  and then  delivering  to the  Selling  Shareholder  for  transfer  to the
prospective purchaser, one or more certificates, properly endorsed for transfer,
which  represent  that  number of shares of Common  Stock  which such Holder has
elected  to  sell.  The  Company  agrees  to  effect  any such  exercise  and/or
conversion  concurrent  with the actual  transfer of the  Selling  Shareholder's
shares to the purchaser.

      3.5. EXEMPT TRANSFERS OF STOCK.  Notwithstanding  anything to the contrary
contained herein,  the terms and conditions of this Section 3 shall not apply to
the following transfers:

            (a) any transfers of Common Stock by gift during Major Shareholder's
lifetime or on a Major  Shareholder's  death by will or  intestacy  to (i) Major
Shareholder's  "immediate  family"  (as  defined  below),  (ii) a trust  for the
benefit of such Major Shareholder or such Major Shareholder's  immediate family,
or (iii) a partnership controlled,  either directly or indirectly, by such Major
Shareholder,  provided  that  each  transferee  or other  recipient  executes  a
counterpart copy of this Agreement and becomes bound by the terms and conditions
of this  Section 3 (as a "Selling  Shareholder")  hereof;  for  purposes of this
Section 3.5, the term "immediate family" means such Major Shareholder's  spouse,
lineal descendant or antecedent (whether natural or adopted), brother or sister;

            (b) any  transfers of Common Stock by a Major  Shareholder  made (i)
pursuant to a statutory merger or statutory consolidation of the Company with or
into another corporation or corporations; or (ii) pursuant to the winding up and
dissolution of the Company;

            (c) any  transfers  of Common  Stock to the Company  pursuant to any
right of repurchase by the Company;

            (d) any transfers by a Major Shareholder to a shareholder or partner
of a Major Shareholder or to the estate of any such shareholder or partner;

            (e) with  respect to Walke,  any  transfers or sales by Walke of the
Common  Stock that he was  required to  purchase  pursuant to Section 2.6 of the
Stock  Purchase  Agreement  by and  among  Jay L  Friedland,  Robert  La  Terra,
Guideline and the Company, dated of even date herewith.

            (f) with  respect to Walke,  any  transfers or sales by Walke of not
more than 10% of the total shares of Common Stock held by such Major Shareholder
as of the date hereof per annum  (excluding  any shares of Common  Stock sold or
transferred  pursuant  to Section  3.5(e));  provided,  however,  that the total
number of shares of Common  Stock  sold or  transferred  by a Major  Shareholder
pursuant to this Section 3.5(f) shall not exceed 350,000 shares in the aggregate
(excluding  any shares of Common Stock sold or  transferred  pursuant to Section
3.5(e)).


                                       15
<PAGE>

            (g) with respect to Franklin,  any transfers or sales by Franklin of
not more than 20% of the total shares of Common Stock held by Franklin as of the
date hereof per annum.

      3.6.   TERMINATION   OF  CO  SALE   RIGHTS  WITH   RESPECT  TO   FRANKLIN.
Notwithstanding  anything herein to the contrary, with respect to Franklin only,
the terms and  conditions  set forth in this  Section 3 shall  terminate at such
time as the Investor has sold more than  thirty-seven  and one-half  percent (37
1/2%) of the Registrable Securities held by the Investor.

4. OTHER COVENANTS OF THE COMPANY.

      4.1. KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The Company shall keep, and
cause each subsidiary to keep,  adequate records and books of account,  in which
complete entries will be made in accordance with generally  accepted  accounting
principles  consistently applied,  reflecting all financial  transactions of the
Company and its  subsidiaries  and in which,  for each fiscal year, all reserves
for depreciation,  depletion, obsolescence,  amortization, taxes, bad debts, and
other purposes in connection with its business shall be made.

      4.2. INFORMATION RIGHTS.

            (a) For so long as the Company is subject to the requirements of the
Exchange Act, the Company shall furnish to the Investor as soon as  practicable,
but in any event  within  thirty  (30) days  after the end of each month in each
fiscal year (other than the last month in each fiscal year), a consolidated  and
combined  balance  sheet of the  Company  and its  subsidiaries  and the related
consolidated and combined  statements of operations,  shareholders'  equity, and
cash  flows,  unaudited  but  prepared in  accordance  with  generally  accepted
accounting principles consistently applied, except for the absence of notes, and
certified by the Chief Financial  Officer of the Company,  such consolidated and
combined  balance sheet to be as of the end of such month and such  consolidated
and combined statements of operations,  shareholders'  equity, and cash flows to
be for such  month in each case with  comparative  statements  for (i) the prior
fiscal year and (ii) the current budget approved by the Board of Directors.

            (b) Upon the  Company  no  longer  being  subject  to the  reporting
requirements  of the Exchange Act, the Company shall furnish to the Investor the
following information:

                  (i) as  soon  as  practicable,  but in any  event  within  one
hundred  twenty (120) days after the end of each fiscal year of the  Company,  a
consolidated  and combined  balance sheet of the Company and its subsidiaries as
of the  end of such  fiscal  year  and the  related  consolidated  and  combined
statements of operations,  shareholders'  equity,  and cash flows for the fiscal
year then ended, such financial reports to be in reasonable detail,  prepared in
accordance with generally accepted accounting  principles  consistently  applied
and audited by a firm of independent public accountants reasonably acceptable to
the Investor,  and any management letters or special reports by auditors and any
responses thereto;

                  (ii)  as  soon  as  practicable,   but  in  any  event  within
forty-five  (45) days after the end of each  fiscal  quarter in each year (other
than the last quarter in each fiscal year), a


                                       16
<PAGE>

consolidated  and combined balance sheet of the Company and its subsidiaries and
the related  consolidated and combined  statements of operations,  shareholders'
equity,  and cash flows,  unaudited  but prepared in accordance  with  generally
accepted accounting principles  consistently applied,  except for the absence of
notes,  and  certified  by the Chief  Financial  Officer  of the  Company,  such
consolidated  and combined balance sheet to be as of the end of such quarter and
such consolidated and combined statements of operations,  shareholders'  equity,
and cash flows to be for such  quarter and for the period from the  beginning of
the  fiscal  year to the end of such  quarter,  in each  case  with  comparative
statements for (i) the prior fiscal year and (ii) the current budget approved by
the Board of Directors;

                  (iii) as soon as  practicable,  but in any event within thirty
(30) days after the end of each month in each  fiscal  year (other than the last
month in each fiscal year),  a  consolidated  and combined  balance sheet of the
Company  and  its  subsidiaries  and  the  related   consolidated  and  combined
statements of operations,  shareholders'  equity, and cash flows,  unaudited but
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied,  except for the absence of notes,  and  certified  by the
Chief Financial  Officer of the Company,  such consolidated and combined balance
sheet to be as of the end of such  month  and  such  consolidated  and  combined
statements of operations,  shareholders'  equity,  and cash flows to be for such
month in each case with comparative statements for (i) the prior fiscal year and
(ii) the current budget approved by the Board of Directors.

                  (iv) as soon as  practicable,  but in any event no later  than
thirty (30) days after the start of each fiscal year,  consolidated  capital and
operating expense budgets (each, an "Annual Budget"), cash flow projections, and
income and loss  projections for the Company and its  subsidiaries and divisions
in respect of such  fiscal  year and  approved  by the Board of  Directors,  all
itemized in  reasonable  detail and  prepared on a monthly  basis and,  promptly
after  preparation,  any material  revisions to any of the foregoing approved by
the Board of Directors;

                  (v) as soon as  practicable,  but in any  event no later  than
thirty  (30)  days  after  each  fiscal  quarter  in  each  year,  a  compliance
certificate  signed by the Chief Executive Officer or Chief Financial Officer of
the Company,  certifying that the Company is in compliance with all of the terms
and  provisions  of  this  Agreement,  the  Purchase  Agreement  and  all of the
agreements entered into by the Company in connection with the Loan; and

                  (vi)  promptly,  from  time to time,  such  other  information
regarding the business, prospects, financial condition, operations, property, or
affairs of the Company and/or its subsidiaries,  as such Investor reasonably may
request including,  without limitation, an accounting of the use of the proceeds
from the sale of the Series A Preferred Stock and the Loan.

      4.3.  INSPECTION,  CONSULTATION,  AND ADVICE. The Company shall permit and
cause each of the  subsidiaries to permit the Investor and such attorneys and/or
accountants  as it may  designate,  at such  Investor's  expense,  to visit  and
inspect  during  business  hours any of the  properties  of the  Company and the
subsidiaries,  examine  their  books and take  copies  and  extracts  therefrom,
discuss the affairs,  finances, and accounts of the Company and the subsidiaries
with their officers,  employees,  and public accountants (and the Company hereby
authorizes  said  accountants  to discuss with such Investor and such  designees
such affairs, finances, and


                                       17
<PAGE>

accounts),  and consult  with and advise the  management  of the Company and the
subsidiaries  as to their  affairs,  finances,  and accounts,  all at reasonable
times and upon  reasonable  notice;  provided,  however,  that  nothing  in this
Section  shall be construed to require the Company or its  management  to follow
any such consultation and advice

      4.4.  COMPLIANCE  WITH LAWS.  The  Company  shall  comply,  and cause each
subsidiary to comply,  with all applicable laws,  noncompliance with which could
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations or prospects of the Company.

      4.5.   COMPLIANCE  WITH  TERMS  OF  INDEBTEDNESS.   The  Company  and  its
subsidiaries  will comply in all material  respects with all terms and covenants
of all material debt obligations of the Company and the subsidiaries,  including
without limitation the Loan, as the same may be amended from time to time.

      4.6.  OBSERVATION  RIGHTS.  For so long as the Loan is  outstanding or the
Investor  holds any  shares of Series A  Preferred  Stock,  the  Investor  shall
receive  notice of and be  entitled  to attend or may send a  representative  to
attend  all  meetings  of the  Company's  Board  of  Directors  in a  non-voting
observation  capacity  and  shall  receive  a  copy  of all  correspondence  and
information  delivered to the Company's Board of Directors;  provided,  however,
that the Investor, or its representative,  shall agree to hold in confidence and
trust and to act in a  fiduciary  manner  with  respect  to all  information  so
provided.

5. GENERAL PROVISIONS

      5.1. SPECIFIC ENFORCEMENT.  The Company expressly agrees that the Investor
may be irreparably damaged if this Agreement is not specifically enforced.  Upon
a breach or threatened breach of the terms,  covenants and/or conditions of this
Agreement by the Company, the Investor shall, in addition to all other remedies,
be entitled to apply for a temporary  or permanent  injunction,  and/or a decree
for specific performance, in accordance with the provisions hereof.

      5.2. AMENDMENTS AND WAIVERS. Except as otherwise provided herein, any term
of  this  Agreement  may be  amended  and  the  observance  of any  term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and  the  holders  of a  majority  of  the  outstanding  shares  of  Registrable
Securities;  provided,  however,  that  Section 3 may only be  amended  with the
consent of the Company,  the holders of a majority of the outstanding  shares of
Registrable  Securities and the holders of a majority of the outstanding  shares
of Common Stock held by the Major Shareholders. Any amendment or waiver effected
in accordance  with this Section shall be binding upon any Person who is granted
certain rights under this Agreement and the Company.

      5.3.  EXPENSES.  If any action at law or in equity is commenced to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable  attorneys' fees and disbursements in addition to any other relief
to which such party may be entitled.

      5.4.  SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,  the
terms and  conditions  of this  Agreement  shall  inure to the benefit of and be
binding upon the respective


                                       18
<PAGE>

successors  and assigns of the parties  (including  transferees of any shares of
Registrable  Securities).  Nothing in this  Agreement,  express or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

      5.5. NOTICES.  Unless otherwise provided, any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given: (i) upon personal delivery to the party to be notified; (ii) when sent by
confirmed  facsimile if sent during normal  business hours of the recipient,  if
not, then on the next  business  day;  (iii) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv)
one day after deposit with a nationally recognized overnight courier, specifying
next day delivery,  with written  verification  of receipt.  All  communications
shall be sent to the address noted below, or at such other address as such party
may designate by ten (10) days' advance written notice to the Company (who shall
provide such other address to the Investor upon request):

            (a) if to the Company or any Major Shareholder, at 625 Avenue of the
Americas, 2nd Floor, New York, New York 10011, Attn: David Walke, with a copy to
Kane Kessler, P.C., 1350 Avenue of the Americas, New York, New York 10019, Attn:
Robert L. Lawrence;

            (b) if to Franklin,  at 555 Theodore Fremd Avenue, Suite B-302, Rye,
New York, 10580; and

            (c) if to the  Investor,  at 172  Second  Avenue  North,  Suite 112,
Nashville,  TN 37201,  Attn: Joseph D. O'Brien III, with a copy to Bass, Berry &
Sims PLC, 315 Deaderick Street,  Suite 2700,  Nashville,  Tennessee 37238, Attn:
Howard H. Lamar III, facsimile (615) 742-2709.

      5.6. GOVERNING LAW. This Agreement, and any dispute,  controversy or claim
arising out of or  relating  to this  Agreement  or a breach  thereof,  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York.

      5.7. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any and all
prior agreements of the parties with respect to the subject matter hereof.

      5.8.  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.  Delivery by facsimile or
by electronic  transmission of an executed  counterpart of any signature page to
this Agreement to be executed hereunder shall have the same effectiveness as the
delivery of a manually executed counterpart thereof.

      5.9. SEVERABILITY. If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this Agreement and


                                       19
<PAGE>

the balance of the Agreement  shall be  interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

      5.10.  TITLES  AND  SUBTITLES.  The  titles  and  subtitles  used  in this
Agreement are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Agreement.

      5.11. AGGREGATION OF STOCK. All Registrable Securities held or acquired by
affiliated  Persons shall be aggregated  together for the purpose of determining
the availability of any rights under this Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]


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<PAGE>

      IN WITNESS WHEREOF,  the Company,  the Major Shareholders and the Investor
have  executed  this  Investor's  Rights  Agreement as of the day and year first
above written.

                                    FIND/SVP, INC.

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


                                    PETRA MEZZANINE FUND, L.P.

                                    By: Petra Partners, LLC, its General Partner

                                    By: /s/ Joseph D. O'Brien III
                                        ----------------------------------------
                                    Name:  Joseph D. O'Brien III
                                    Title: Managing Member

                                    /s/ Martin E. Franklin
                                    --------------------------------------------
                                    Martin E. Franklin

                                    /s/ David Walke
                                    --------------------------------------------
                                    David Walke




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