EXHIBIT 10.13

                                                                  EXECUTION COPY

                   SERIES A PREFERRED STOCK PURCHASE AGREEMENT

      THIS SERIES A PREFERRED  STOCK PURCHASE  AGREEMENT  (this  "Agreement") is
made as of April 1, 2003 by and between  FIND/SVP,  Inc., a New York corporation
(the "Company"),  and Petra Mezzanine Fund, L.P. (the  "Investor").  Capitalized
terms used but not otherwise  defined herein shall have the meaning set forth in
the Glossary of Defined Terms attached as EXHIBIT A.

      WHEREAS,  the  Company  wishes to issue and sell to the  Investor  333,333
shares  (the  "Preferred  Shares")  of the  authorized  but  unissued  Series  A
Preferred Stock; and

      WHEREAS, the Investor wishes to purchase the Preferred Shares on the terms
and subject to the conditions set forth in this Agreement;

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

                                   ARTICLE I.
                              THE PREFERRED SHARES

      SECTION  1.1  AUTHORIZATION.  The  Company  has, or before the Closing (as
defined in Section 1.3) will have,  duly authorized (i) the sale and issuance to
the Investor of the  Preferred  Shares,  (ii) the issuance of shares of Series A
Preferred Stock to be issued pursuant to the dividend  requirements set forth in
the Company's Amended Certificate (as defined below) (the "Dividend Shares") and
(iii) the issuance of shares of Common Stock to be issued upon conversion of the
Preferred Shares (the "Conversion Shares").  The Preferred Shares shall have the
rights,  restrictions,  privileges  and  preferences  set forth in the Company's
Amended  Certificate of Incorporation,  a copy of which is attached as EXHIBIT B
(the "Amended  Certificate").  The Company has, or before the Closing will have,
adopted and filed the Amended  Certificate  with the  Secretary  of State of the
State of New York.

      SECTION 1.2 SALE OF PREFERRED SHARES.  Subject to the terms and conditions
of this  Agreement,  at the  Closing  the  Company  will  sell and  issue to the
Investor,  and the Investor will  purchase,  for the purchase price of $1.50 per
share of Series A Preferred Stock, 333,333 shares of Series A Preferred Stock.

      SECTION 1.3 CLOSING. The closing of the purchase and sale of the Preferred
Shares to the Investor  shall take place at the offices of Kane  Kessler,  P.C.,
1350 Avenue of the Americas,  New York, New York 10019,  at 10:00 a.m., New York
time,  on April 1, 2003,  or at such other  location,  date,  and time as may be
agreed upon between the Company and the Investor  (such closing being called the
"Closing" and such date and time being called the

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"Closing  Date").  At the  Closing,  the Company  will deliver to the Investor a
certificate  for 333,333 shares of Series A Preferred  Stock,  registered in the
name of such  Investor,  against  payment to the  Company of  $500,000,  by wire
transfer,  cashier's  check, or other method mutually  acceptable to the Company
and such Investor.  If at the Closing any of the conditions specified in Article
IV shall not have been  fulfilled,  the  Investor  shall,  at its  election,  be
relieved of all of its obligations  under this Agreement without thereby waiving
any  other  rights  such  Investor  may  have  by  reason  of  such  failure  or
non-fulfillment.

      SECTION 1.4 USE OF PROCEEDS.  The Company  shall use the proceeds from the
sale of the Preferred Shares as set forth on EXHIBIT E.

                                   ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company hereby represents and warrants to the Investor that, except as
set  forth  on  the  Disclosure   Schedules  attached  hereto  (the  "Disclosure
Schedules"),   specifically  identifying  the  relevant  Section  hereof,  which
exceptions  shall be  deemed to be  representations  and  warranties  as if made
hereunder:

      SECTION 2.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company (i)
is a corporation duly organized,  validly  existing,  and in good standing under
the laws of the State of New York and (ii) is duly  licensed or  qualified to do
business as a foreign  corporation and is in good standing in each  jurisdiction
in which the nature of the  business  transacted  by it or the  character of the
properties  owned or leased by it  requires  such  licensing  or  qualification,
except where the failure to so qualify would not have a Material Adverse Effect.
The  Disclosure   Schedules  contain  an  accurate  and  complete  list  of  the
jurisdictions  in which the  Company has  qualified  to do business as a foreign
corporation.

      SECTION 2.2  CORPORATE  POWER.  The Company  has the  corporate  power and
authority  (i) to own and use its  properties,  (ii) to carry on its business as
now conducted and as proposed to be conducted;  (iii) to execute,  deliver,  and
perform this Agreement and the Investor's Rights Agreement with the Investor, in
the form  attached as EXHIBIT C (the  "Investor's  Rights  Agreement"),  (iv) to
issue,  sell,  and deliver the Series A  Preferred  Stock,  and (v) to issue and
deliver the Conversion Shares and the Dividend Shares.

      SECTION 2.3  AUTHORIZATION.  The  execution and delivery by the Company of
this  Agreement and the  Investor's  Rights  Agreement;  the  performance by the
Company  of  its  obligations   hereunder  and  thereunder;   the  issuance  (or
reservation for issuance),  sale, and delivery of the Series A Preferred  Stock;
and the issuance (or  reservation  for issuance) and delivery of the  Conversion
Shares  and the  Dividend  Shares  have been duly  authorized  by all  requisite
corporate  action and will not violate any  provision  of law,  any order of any
court or other agency of government,  the  Certificate of  Incorporation  or the
bylaws of the Company, as amended, or any provision of any indenture, agreement,
or other  instrument  to which the  Company or any  Subsidiary,  or any of their
properties  or assets,  is bound,  or conflict  with,  result in a breach of, or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture,  agreement,  or  other  instrument,  or  result  in the  creation  or
imposition of any lien,


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charge, restriction,  claim, or encumbrance of any nature whatsoever upon any of
the properties or assets of the Company or any Subsidiary.

      SECTION 2.4 VALIDITY.  This Agreement and the Investor's Rights Agreement,
when  executed  and  delivered,   will  constitute  legal,   valid  and  binding
obligations  of the Company,  enforceable  in accordance  with their  respective
terms,   except   (i)  as   limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  fraudulent  conveyance,  and other laws of general
application  affecting  enforcement  of  creditors'  rights  generally,  (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies,  or (iii) to the extent the indemnification
provisions  contained  in the  Investor's  Rights  Agreement  may be  limited by
applicable federal or state securities laws.

      SECTION 2.5 VALID ISSUANCE. The shares of Series A Preferred Stock and the
Dividend Shares have been duly  authorized and, when issued,  sold and delivered
(or paid as applicable  with respect to the Dividend  Shares) in accordance with
this Agreement,  will be validly issued, fully paid, and nonassessable shares of
Series A  Preferred  Stock,  and will be free and clear of all  liens,  charges,
restrictions,  claims, and encumbrances,  except as set forth in this Agreement,
the Amended Certificate,  the Investor's Rights Agreement and applicable federal
and state  securities  laws.  The  Conversion  Shares have been duly and validly
reserved for issuance upon  conversion of the Series A Preferred Stock and, when
so  issued,   will  be  duly  authorized,   validly  issued,   fully  paid,  and
nonassessable  shares of Common  Stock and will be free and clear of all  liens,
charges,  restrictions,  claims,  and  encumbrances  except as set forth in this
Agreement,  the  Amended  Certificate,   the  Investor's  Rights  Agreement  and
applicable  federal and state  securities laws.  Neither the issuance,  sale, or
delivery  of the Series A  Preferred  Stock nor the  issuance or delivery of the
Conversion  Shares is subject to any  preemptive  right of  stockholders  of the
Company or to any right of first  refusal or other  right in favor of any Person
which has not been waived or which has not elapsed.

      SECTION 2.6 NO INTEGRATION.  The Company has not,  directly or through any
agent,  during the six-month period ending on the date of this Agreement,  sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act) in a manner that would cause the
offer and sale of the  Preferred  Shares to fail to be entitled to the exemption
afforded by Rule 506 of  Regulation D or under  Section  4(2) of the  Securities
Act.

      SECTION  2.7  OFFERING.  Subject in part to the truth and  accuracy of the
representations  and  warranties  of the  Investor set forth in Article III, the
offer, sale and issuance of the Series A Preferred Stock as contemplated by this
Agreement  will be issued in compliance  with all  applicable  federal and state
securities  laws.  Neither the Company nor any agent on its behalf has conducted
any  general  solicitation  (as  such  term is used in  Regulation  D under  the
Securities  Act) in connection with the offer and sale of the Series A Preferred
Stock. The Company has not made any general advertising (as such term is used in
Regulation  D under the  Securities  Act)  relating  to the sale of the Series A
Preferred Stock.

      SECTION 2.8  GOVERNMENTAL  APPROVALS.  No  registration or filing with, or
consent  or  approval  of or other  action  by,  any  federal,  state,  or other
governmental agency or instrumentality is or will be necessary for (i) the valid
execution, delivery, and performance by


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the Company of this Agreement or the Investor's Right Agreement, (ii) the offer,
issuance,  sale  and  delivery  of the  Series A  Preferred  Stock,  (iii)  upon
conversion thereof, the offer,  issuance, and delivery of the Conversion Shares,
or  (iv)  upon  payment  in  accordance  with  the  provisions  of  the  Amended
Certificate,  the issuance and delivery of the Dividend  Shares,  other than (a)
filings  pursuant to federal or state securities laws (all of which filings have
been made by the  Company,  other than those that are  required to be made after
the Closing and that will be duly made on a timely basis) in connection with the
sale of the Series A  Preferred  Stock and (b) with  respect  to the  Investor's
Rights  Agreement,  the  registration of the shares covered thereby with the SEC
and filings pursuant to state securities laws.

      SECTION  2.9  SUBSIDIARIES.  Except  as  set  forth  in  Part  2.9  of the
Disclosure  Schedule,  the Company  does not own,  directly or  indirectly,  any
securities of any Person that does not qualify as a Subsidiary.  Each Subsidiary
has been duly incorporated or formed and is validly existing as a corporation or
professional  corporation,  limited liability company,  partnership,  or limited
partnership  under the laws of the  jurisdiction  of its  organization,  has the
power and  authority  to own or lease and  operate the  properties  now owned or
leased  thereby,  and is duly  licensed or qualified to do business as a foreign
entity and is in good standing in each  jurisdiction  in which the nature of the
business  transacted by it or the character of the properties owned or leased by
it requires  such  licensing  or  qualification,  except where the failure to so
qualify  would  not  have a  Material  Adverse  Effect.  All of the  issued  and
outstanding  shares,  membership  interests,  or  partnership  interests of each
Subsidiary has been duly and validly issued,  are fully paid and  nonassessable,
and were issued in accordance with all applicable  federal and state  securities
laws and regulations.  All of such shares,  membership interests, or partnership
interests of each  Subsidiary  are owned by the  Company,  free and clear of any
mortgage, pledge, lien, encumbrance, claim, or equity. The Company has furnished
(or will furnish at or prior to the Closing) counsel to the Investor with a true
and  complete  copy of each of the  Subsidiaries'  organizational  documents  as
amended and in effect on the date hereof, certified by the Secretary of State of
each  jurisdiction  in which such  Subsidiaries  are organized,  and each of the
Subsidiaries'  bylaws or operating  agreements,  as amended and in effect on the
date  hereof.   The  Disclosure   Schedules  contain  a  complete  list  of  the
Subsidiaries,   containing   the  state  of   incorporation   and  all   foreign
qualifications and setting forth any minority ownership interest therein.

      SECTION 2.10 CAPITALIZATION.

            (a) The authorized  capital of the Company will consist  immediately
prior to the Closing of:

                  (i)  PREFERRED  STOCK.  2,000,000  shares of preferred  stock,
$.0001 par value per share,  of which  500,000  shares have been  designated  as
Series  A  Preferred  Stock,   none  of  which  are  outstanding.   The  rights,
restrictions,  privileges and preferences of the Series A Preferred Stock are as
stated in the Amended Certificate.

                  (ii) COMMON STOCK.  100,000,000 shares of Common Stock, $.0001
par value per share, of which 10,219,407 shares are issued outstanding.


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                  (iii) OPTIONS. The Company has outstanding options to purchase
2,790,399 shares of Common Stock, all of which were granted pursuant to its 1996
Stock  Option  Plan (the  "Option  Plan").  709,601  shares of Common  Stock are
authorized  under the  Option  Plan for  issuance  upon the  exercise  of equity
incentives that have not yet been granted.

                  (iv)  WARRANTS.  The Company  has issued  warrants to purchase
572,222 shares of Common Stock.

            (b) The  outstanding  shares of Common  Stock and Series A Preferred
Stock  have  been  duly  authorized  and  validly  issued,  are  fully  paid and
nonassessable,   and  were  issued  in  accordance  with  the   registration  or
qualification provisions of the Securities Act and any relevant state securities
laws or pursuant to valid exemptions therefrom.

            (c)  Except  for (i)  the  conversion  privileges  of the  Series  A
Preferred Stock,  (ii) the rights provided in the Investor's  Rights  Agreement,
and (iii) the  Investor  Warrant  (as  defined  in  Section  4.9) and  currently
outstanding  options,  warrants and other  convertible  securities  discussed in
Section  2.10(a)  above  and as  otherwise  set  forth  on Part  2.10(c)  of the
Disclosure  Schedule,  there  are  no  outstanding  options,   warrants,  rights
(including  conversion  or  preemptive  rights and rights of first  refusal)  or
agreements for the purchase or acquisition from the Company of any shares of its
capital  stock  or any  securities  convertible  into or  exchangeable  for,  or
exercisable  into, the Company's  capital  stock.  The Company is not a party or
subject to any  agreement or  understanding,  and, to the  Company's  Knowledge,
there is no agreement or  understanding  between any Persons that (i) affects or
relates to the voting or giving of written consents with respect to any security
or by a director of the Company or (ii)  except as  otherwise  set forth in this
Section  2.10,  involves an  instrument  whose  value is based on the  Company's
capital stock, including, but not limited to, any derivative instrument, phantom
stock plan or stock appreciation right.

      SECTION 2.11 FINANCIAL STATEMENTS AND REPORTS.

            (a) The  financial  statements  of the Company and its  Subsidiaries
included  in the  Company's  filings  with the SEC for the last three (3) fiscal
years, the audited financial statements as of December 31, 2002 and for the year
ended December 31, 2002 and the unaudited  financial  statements of February 28,
2003 and for the two months then ended (including the related notes) complied as
to form, as of their respective dates of filing with the SEC, if applicable,  in
all material respects with applicable accounting  requirements and the published
rules  and  regulations  of the SEC with  respect  thereto  (including,  without
limitation,  Regulation  S-X),  have been prepared in accordance  with generally
accepted  accounting  principles in the United States ("GAAP")  (except,  in the
case of unaudited statements,  as permitted by Quarterly Report Form 10-Q of the
SEC) applied on a consistent  basis during the periods and at the dates involved
(except  as may be  indicated  in the notes  thereto)  and  fairly  present  the
consolidated  financial  condition  of the Company and its  Subsidiaries  at the
dates thereof and the consolidated  results of operations and cash flows for the
periods then ended (subject, in the case of unaudited  statements,  to notes and
normal year-end audit  adjustments  that were not material in amount or effect).
Except  (A) as  reflected  in the  Company's  audited  financial  statements  at
December 31, 2002 (the "Most Recent Financial Statements") or


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liabilities  described in any notes  thereto (or  liabilities  for which neither
accrual  nor  footnote  disclosure  is  required  pursuant  to  GAAP) or (B) for
liabilities  incurred in the ordinary course of business since December 31, 2002
consistent  with past  practice  or in  connection  with this  Agreement  or the
transactions   contemplated   hereby,   neither  the  Company  nor  any  of  its
Subsidiaries has any material liabilities or obligations of any nature. Deloitte
& Touche LLP,  who have  expressed  their  opinion  with  respect to the audited
financial  statements  of the  Company  and  its  Subsidiaries  included  in the
Company's  filings with the SEC (including the related  notes),  are independent
public or certified public accountants as required by the Securities Act and the
Exchange Act.

            (b) The Company  heretofore  has provided to counsel to the Investor
complete and correct copies of all certifications filed with the SEC pursuant to
Sections  302  and 906 of the  Sarbanes-Oxley  Act of 2002  ("SOX")  and  hereby
reaffirms,  represents  and  warrants to the Company the matters and  statements
made in such certificates.

      SECTION 2.12 CONTROLS.  Each of the Company and its Subsidiaries maintains
accurate books and records  reflecting its assets and  liabilities and maintains
proper  and  adequate  internal  accounting  controls  which are  effective  for
gathering,  analyzing and disclosing the  information the Company is required to
timely disclose in the reports it files under the Exchange Act.

      SECTION  2.13 SEC  REPORTS.  Except as set  forth on  Schedule  2.13,  the
Company has on a timely basis filed all forms, reports and documents required to
be filed  by it with  the SEC  since  January  1,  1998.  Except  to the  extent
available in full without redaction on the SEC's web site through the Electronic
Data Gathering,  Analysis and Retrieval  System  ("EDGAR") two days prior to the
date of this  Agreement,  the  Company  has made  available  to  counsel  to the
Investor  copies  in the form  filed  with the SEC of (i) the  Company's  Annual
Reports on Form 10-K for each fiscal year of the Company beginning since January
1, 2000,  (ii) its  Quarterly  Reports on Form 10-Q for each of the first  three
fiscal quarters in each of the fiscal years of the Company referred to in clause
(ii) above,  (iii) all proxy  statements  relating to the Company's  meetings of
stockholders  (whether annual or special) held, and all  information  statements
relating to  stockholder  consents  since the beginning of the first fiscal year
referred to in clause (i) above, (iv) all certifications and statements required
by (x) the SEC's Order dated June 27, 2002  pursuant to Section  21(a)(1) of the
Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act,
or (z) 18  U.S.C.  ss.1350  (Section  906 of SOX)  with  respect  to any  report
referred  to in  clause  (i) or  (ii)  above,  (y)  all  other  forms,  reports,
registration statements and other documents (other than preliminary materials if
the corresponding  definitive  materials have been provided to Investor pursuant
to this Section  2.13 filed by the Company  with the SEC since the  beginning of
the first  fiscal  year  referred  to in clause (i) above (the  forms,  reports,
registration  statements and other  documents  referred to in clauses (i), (ii),
(iii), (iv) and (v) above are,  collectively,  the "Company SEC Reports" and, to
the extent  available  in full  without  redaction on the SEC's web site through
EDGAR  two days  prior to the date of this  Agreement,  are,  collectively,  the
"Filed  Company  SEC  Reports"),  and (vi) all comment  letters  received by the
Company  from the staff of the SEC since  January 1, 2000 and all  responses  to
such comment letters by or on behalf of the Company. The Company SEC Reports and
the draft  Annual  Report  on Form 10-K for the year  ended  December  31,  2002
attached hereto on Schedule 2.13 (the "2002 10-K")(x) complied as to form in all
material respects with the requirements of the


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Securities  Act and the  Exchange  Act,  as the case may be,  and the  rules and
regulations  thereunder and (y) did not at the time they were filed with the SEC
(or  delivered  herewith  with  respect to the 2002  10-K),  contain  any untrue
statement of a material  fact or omit to state a material fact or required to be
stated therein or necessary in order to make the statements made therein, in the
light of the  circumstances  under  which they were  made,  not  misleading.  No
Subsidiary  of the  Company is or has been  required  to file any form,  report,
registration statement or other document with the SEC. The Company maintains the
disclosure  controls and procedures  required by Rule 13a-15 or 15d-15 under the
Exchange Act.  Except as set forth on PART 2.13 of the Disclosure  Schedule,  to
the Company's knowledge,  each director and executive officer of the Company has
filed with the SEC on a timely basis all statements required by Section 16(a) of
the Exchange Act and the rules and regulations thereunder since January 1, 2000.
As used in this  Section  2.13,  the term "file"  shall be broadly  construed to
include any manner in which a document or  information  is  furnished,  supplied
otherwise made available to the SEC.

      SECTION 2.14 CHANGES.  Except as set forth on PART 2.14 of the  Disclosure
Schedule, since December 31, 2002 there has not been:

            (a) any change in the assets,  liabilities,  financial  condition or
operating  results  of the  Company  or any  Subsidiary  except  changes  in the
ordinary course of business consistent with past practice that have not been, in
the aggregate, materially adverse;

            (b) any  damage,  destruction  or loss,  whether  or not  covered by
insurance, materially and adversely affecting the assets, properties,  financial
condition,  operating  results,  prospects  or  business  of the  Company or any
Subsidiary (as such business is presently  conducted and as it is proposed to be
conducted);

            (c) any waiver by the Company or any  Subsidiary of a material right
or of a material debt owed to it;

            (d) any  satisfaction or discharge of any lien, claim or encumbrance
or payment of any  obligation  by the Company or any  Subsidiary,  except in the
ordinary course of business and that is not material to the assets,  properties,
financial  condition,  operating  results  or  business  of the  Company  or any
Subsidiary (as such business is presently  conducted and as it is proposed to be
conducted);

            (e) any  material  change or  amendment  to a material  contract  or
arrangement  by which the Company,  any  Subsidiary  or any of their  respective
assets or properties is bound or subject;

            (f) any material change in any compensation arrangement or agreement
with any employee;

            (g) any sale,  assignment  or transfer of any  patents,  trademarks,
copyrights, trade secrets or other intangible assets;


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            (h) any  resignation  or termination of employment of any officer of
the Company or any  Subsidiary;  and the Company does not know of the  impending
resignation or termination of employment of any such officer;

            (i)  receipt of notice  that  there has been a loss of, or  material
order  cancellation  by, any major  customer of the  Company or any  Subsidiary,
except for losses of retainer customers in the ordinary course of business which
did not have a Material Adverse Effect;

            (j) any  mortgage,  pledge,  transfer of a security  interest in, or
lien, created by the Company,  with respect to any of its material properties or
assets, except liens for taxes not yet due or payable;

            (k) any loans or guarantees made by the Company or any Subsidiary to
or for the benefit of its  employees,  officers or directors,  or any members of
their immediate families,  other than travel advances and other advances made in
the ordinary course of its business;

            (l) any declaration,  setting aside or payment or other distribution
in respect of any of the  Company's  capital  stock,  or any direct or  indirect
redemption, purchase or other acquisition of any of such stock by the Company;

            (m) to the Company's Knowledge,  any other event or condition of any
character that might have a Material Adverse Effect; or

            (n) any agreement or commitment by the Company or any  Subsidiary to
do any of the things described in this Section.

      SECTION  2.15  LITIGATION.  Except  as  set  forth  in  Part  2.15  of the
Disclosure  Schedule,  there  is no (i)  action,  suit,  claim,  proceeding,  or
investigation  pending or, to the Company's  Knowledge,  threatened  against the
Company or any Subsidiary, or, to the Company's Knowledge,  against any officer,
key  employee  or  stockholder  who  holds  not  less  than 5% of the  Company's
outstanding  capital  stock  (a  "Major  Stockholder")  of  the  Company  or any
Subsidiary in his or her capacity as such, at law or in equity,  or before or by
any federal,  state, municipal,  or other governmental  department,  commission,
board, bureau, agency, or instrumentality, domestic or foreign; (ii) arbitration
proceeding  relating to the Company or any Subsidiary  pending under  collective
bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to
the  Company's  Knowledge,  threatened  against  the  Company or any  Subsidiary
(including without limitation any inquiry as to the qualification of the Company
or any  Subsidiary  to hold or  receive  any  license  or  permit),  or,  to the
Company's  Knowledge,  against any officer, key employee or Major Stockholder of
the  Company  or any  Subsidiary  in his or her  capacity  as  such,  and to the
Company's  Knowledge,  there  is  no  basis  for  any  of  the  foregoing  which
individually or in the aggregate could reasonably be expected to have a Material
Adverse  Effect.  The Company has not received any written opinion or memorandum
from legal counsel to the effect that the Company or any  Subsidiary is exposed,
from a legal standpoint, to any liability or disadvantage that could result in a
Material  Adverse  Effect.  Neither the Company nor any Subsidiary is in default
with respect to any order, writ,  injunction,  or decree known to or served upon
it of any


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court or of any federal,  state,  municipal,  or other governmental  department,
commission, board, bureau, agency, or instrumentality, domestic or foreign which
individually or in the aggregate could reasonably be expected to have a Material
Adverse  Effect.  There is no action or suit by the  Company  or any  Subsidiary
currently pending or that the Company or any Subsidiary intends to initiate.

      SECTION 2.16 INTELLECTUAL PROPERTY.  PART 2.16 of the Disclosure Schedules
contains a complete list of patents,  registered trademarks,  registered service
marks,  and material  unregistered  trademarks  and service  marks,  copyrights,
Internet domain names and pending patent, trademark,  service mark and copyright
applications  of  the  Company  and  the  Subsidiaries.   The  Company  and  the
Subsidiaries  have  sufficient  title and ownership of all patents,  trademarks,
service marks,  trade names,  copyrights,  Internet domain names, trade secrets,
information,  proprietary rights,  computer software,  object code, source code,
archives,  data,  databases,  data  history  and  processes  (collectively,  the
"Intellectual Property") materially necessary for their respective businesses as
now conducted and as proposed to be conducted without any known conflict with or
infringement  of the rights of  others.  Except as set forth in PART 2.16 of the
Disclosure Schedules,  there are no outstanding options,  licenses or agreements
of any kind  relating to the  foregoing,  nor is the  Company or any  Subsidiary
bound by or a party to any options,  licenses,  or  agreements  of any kind with
respect to the  Intellectual  Property of any other Person.  Neither the Company
nor any Subsidiary has received any communications  alleging that the Company or
any Subsidiary  has violated or, by conducting  their  respective  businesses as
proposed,  would violate any of the patents,  trademarks,  service marks,  trade
names,  copyrights  or trade  secrets or other  proprietary  rights of any other
Person.  Neither  the  Company  nor any  Subsidiary  is  aware  that  any of its
employees are obligated  under any contract  (including  licenses,  covenants or
commitments  of any  nature) or other  agreement,  or  subject to any  judgment,
decree or order of any court or administrative agency, that would interfere with
the use of his or her best  efforts to promote the  interests  of the Company or
any  Subsidiary  or that would  materially  conflict  with the  Company's or any
Subsidiary's  business as proposed to be  conducted.  Neither the  execution nor
delivery of this Agreement or the Investor's Rights Agreement,  nor the carrying
on of the Company's or any Subsidiary's business by the employees of the Company
or any Subsidiary, nor the conduct of the Company's or any Subsidiary's business
as proposed,  will,  to the  Company's  Knowledge,  materially  conflict with or
result in a breach of the terms,  conditions or  provisions  of, or constitute a
default  under,  any contract,  covenant or  instrument  under which any of such
employees is now obligated.  Neither the Company nor any Subsidiary  believes it
is or will be necessary to utilize any  inventions  of any of its  employees (or
people it  currently  intends  to hire) made  prior to their  employment  by the
Company or any Subsidiary,  except for inventions that have been assigned to the
Company.

      SECTION 2.17 PROPRIETARY INFORMATION.  Each of the employees, officers and
consultants  of the  Company  has a validly  existing  agreement  providing  for
confidentiality   and  protection  of  intellectual   property  (a  "Proprietary
Information  Agreement")  with the Company  (except for an immaterial  number of
non-key employees),  such agreements are in full force and effect, and copies of
such  agreements  have been made available to counsel to the Investor.  No third
party has claimed or, to the Company's  Knowledge,  has reason to claim that any
person  employed by or  affiliated  with the Company or any  Subsidiary  has (i)
violated or may be violating any of the terms or  conditions of his  employment,
non-competition, or non-disclosure


                                       9
<PAGE>

agreement with such third party; (ii) disclosed or may be disclosing or utilized
or may be utilizing any trade secret or proprietary information or documentation
of such third party; or (iii) interfered or may be interfering in the employment
relationship  between  such  third  party  and  any of  its  present  or  former
employees.  To the Company's Knowledge, no person employed by or affiliated with
the Company or any Subsidiary has violated any  confidential  relationship  that
such  person  may  have  had  with  any  third  party,  in  connection  with the
development  or sale of any  service or  proposed  service of the Company or any
Subsidiary.

      SECTION  2.18  INSURANCE.  The Company and the  Subsidiaries  have in full
force and effect fire and casualty insurance policies,  products liability,  and
errors and  omissions  insurance in reasonable  amounts  customary for companies
similarly  situated.  PART 2.18 of the Disclosure  Schedules contains a complete
list of all insurance policies for the Company and the Subsidiaries in effect as
of the date hereof and a list of any claims filed thereunder.

      SECTION  2.19 TAXES.  The Company and each  Subsidiary  have filed all tax
returns and reports as required by law (subject to permitted  extensions) except
where the failure to file any such return(s) would not involve the payment of an
aggregate of more than $10,000 in taxes,  penalties and interest.  These returns
and reports are true and correct in all material respects.  The Company and each
Subsidiary  have paid all taxes and other  assessments due (whether or not shown
on any  return)  except for those  taxes  being  contested  in good  faith.  The
provision  for  taxes of the  Company  as shown  in the  Most  Recent  Financial
Statements is adequate for taxes due or accrued as of the date thereof.  Neither
the Company nor any Subsidiary has elected pursuant to the Code to be treated as
a Subchapter S  corporation  or a  collapsible  corporation  pursuant to Section
1362(a) or Section  341(f) of the Code,  nor has the  Company or any  Subsidiary
made any other elections  pursuant to the Code (other than elections that relate
solely to methods of accounting, depreciation or amortization) that would have a
Material Adverse Effect. Neither the Company nor any Subsidiary has ever had any
tax deficiency  proposed or assessed  against it and has not executed any waiver
of any statute of  limitations  on the  assessment  or  collection of any tax or
governmental charge except such which individually or in the aggregate could not
reasonably  be expected to involve  the  payment of an  aggregate  of $10,000 in
taxes, penalties and interest. None of the Company's or any Subsidiary's federal
income tax returns and none of its state income or franchise tax or sales or use
tax returns has ever been audited by governmental authorities. Since the date of
the Most Recent Financial Statements,  the Company and each Subsidiary have made
adequate  provisions  on their books of account for all taxes,  assessments  and
governmental charges with respect to their businesses, properties and operations
for such period. The Company and each Subsidiary have withheld or collected from
each  payment  made  to  each  of  their  employees,  the  amount  of all  taxes
(including,  but  not  limited  to,  federal  income  taxes,  Federal  Insurance
Contribution  Act taxes and Federal  Unemployment  Tax Act taxes) required to be
withheld  or  collected  therefrom,  and has  paid the  same to the  proper  tax
receiving officers, agencies or authorized depositaries.

      SECTION  2.20  OTHER  AGREEMENTS.  Except as set forth in PART 2.20 of the
Disclosure  Schedules or as  contemplated  by this  Agreement or the  Investor's
Rights Agreement hereto, neither the Company nor any Subsidiary is a party to or
otherwise bound by any written or oral:

            (a)  agreement,  involving  more  than  $25,000,  with any  supplier
containing any


                                       10
<PAGE>

provision  permitting  any party  other  than the  Company  or a  Subsidiary  to
renegotiate  the price or other  terms,  or  containing  any  pay-back  or other
similar  provision,  upon  the  occurrence  of a  failure  by the  Company  or a
Subsidiary  to  meet  its  obligations  under  the  agreement  when  due  or the
occurrence of any other event;

            (b)  agreement  for the future  purchase of fixed  assets or for the
future purchase of materials,  supplies,  or equipment which individually are in
excess of its normal operating requirements;

            (c) agreement for the employment of any officer,  employee, or other
person  (whether  of a  legally  binding  nature or in the  nature  of  informal
understandings) on a full-time or consulting basis;

            (d) bonus,  pension,  profit-sharing,  retirement,  hospitalization,
insurance,   stock  purchase,   stock  option,  or  other  plan,  agreement,  or
understanding  pursuant to which  benefits  are  provided to any employee of the
Company  or the  Subsidiaries  (other  than the  Employee  Plans  applicable  to
employees and disclosed under Section 2.24);

            (e)  agreement  relating  to  the  borrowing  of  money  or  to  the
mortgaging or pledging of, or otherwise  placing a lien or security interest on,
any asset of the Company or the Subsidiaries;

            (f) guaranty of any obligation for borrowed money or otherwise;

            (g)  voting  trust or  agreement,  stockholders'  agreement,  pledge
agreement,  buy-sell  agreement,  or right of first refusal or preemptive rights
agreement relating to any securities of the Company or the Subsidiaries;

            (h) agreement, or group of related agreements with the same party or
any group of affiliated  parties,  under which the Company or any Subsidiary has
loaned or advanced or agreed to loan or advance money, except, in each case, for
advances  to  employees  of such  entity in  respect  of  reimbursable  business
expenses anticipated to be incurred by them in connection with their performance
of services for such entity;

            (i)  agreement or  obligation  (contingent  or  otherwise) to issue,
sell, or otherwise  distribute  or to repurchase or otherwise  acquire or retire
any share of its capital stock or any of its other equity securities;

            (j) agreement under which it has granted any Person any registration
rights, including piggyback rights;

            (k) agreement  under which it has limited or restricted its right to
compete with any Person in any respect;

            (l) other  agreement,  or group of related  agreements with the same
party or any  group or  affiliated  parties,  involving  more  than  $50,000  or
continuing over a period of more


                                       11
<PAGE>

than six months from the date or dates thereof (including renewals or extensions
optional  with another  party),  which  agreement or group of  agreements is not
terminable by the Company or a Subsidiary  without penalty upon notice of thirty
(30) days or less; or

            (m) other agreement, instrument, commitment, plan, or arrangement, a
copy of which  would be  required  to be filed  with the SEC as an  exhibit to a
registration  statement  on Form S-l if the  Company  or the  Subsidiaries  were
registering securities under the Securities Act.

      SECTION 2.21 LOANS TO EXECUTIVE  OFFICERS AND  DIRECTORS.  The Company has
not,  since July 30,  2002,  extended or  maintained  credit,  arranged  for the
extension  of  credit,  or  renewed an  extension  of  credit,  in the form of a
personal  loan  to or for any  director  or  executive  officer  (or  equivalent
thereof) of the Company.  PART 2.21 of the  Disclosure  Schedule  identifies any
extension of credit  maintained  by the Company to which the second  sentence of
Section 13(k)(1) of the Exchange Act applies.

      SECTION 2.22 TRANSACTIONS WITH AFFILIATES.  To the Company's Knowledge, no
employee,  Major  Stockholder,  officer  or  director  of  the  Company  or  any
Subsidiary or member of his or her  immediate  family has any direct or indirect
ownership  interest in any Person with which the  Company or any  Subsidiary  is
affiliated  or  with  which  the  Company  or  any  Subsidiary  has  a  business
relationship,  or any firm or corporation  that competes with the Company or any
Subsidiary, except that employees, Major Stockholders,  officers or directors of
the Company or any Subsidiary and members of their  immediate  families may hold
not more than 5% of the capital stock in another  publicly  traded  company that
may  compete  with the  Company or any  Subsidiary.  No member of the  immediate
family of any  stockholder,  officer or  director  of the Company is directly or
indirectly  interested  in  any  material  contract  with  the  Company  or  any
Subsidiary.

      SECTION 2.23 LABOR  AGREEMENTS  AND  ACTIONS.  Neither the Company nor any
Subsidiary  is bound by or subject to (and none of their assets or properties is
bound by or subject  to) any  written or oral,  express  or  implied,  contract,
commitment or arrangement with any labor union, and no labor union has requested
or, to the Company's  Knowledge,  has sought to represent any of the  employees,
representatives  or agents of the Company or any Subsidiary.  There is no strike
or other labor dispute  involving the Company or any Subsidiary  pending,  or to
the  Company's  Knowledge,  threatened,  nor is  there  any  labor  organization
activity involving the Company's or any Subsidiary's employees. To the Company's
Knowledge, no officer or key employee, or any group of key employees, intends to
terminate  their  employment  with the Company or any  Subsidiary,  nor does the
Company or any Subsidiary  have a present  intention to terminate the employment
of any of the  foregoing.  To the  Company's  Knowledge,  the  Company  and each
Subsidiary has complied in all material  respects with all applicable  state and
federal equal employment opportunity and other laws related to employment.

      SECTION 2.24 EMPLOYEE BENEFIT PLANS.

            (a) PART 2.24 of the  Disclosure  Schedules  contains a list of each
Employee  Plan that covers any employee of the Company or any  Subsidiary.  With
respect to each  Employee  Plan,  the  Company  has  provided  to counsel to the
Investor the most recently filed


                                       12
<PAGE>

Form 5500 and a copy of such Employee Plan. The Company has filed all Form 5500s
required to be filed by the Company (subject to permitted extensions).

            (b) No Employee Plan is a Multiemployer Plan and no Employee Plan is
subject to Title IV of ERISA. Neither the Company nor any Subsidiary,  nor their
ERISA Affiliates, have incurred any liability under Title IV of ERISA arising in
connection  with the  termination  of any plan covered or previously  covered by
Title IV of ERISA.  None of the Employee Plans or other  arrangements  listed in
the  Disclosure  Schedules  covers  any  non-United  States  employee  or former
employee of such entities.  No "prohibited  transaction,"  as defined in Section
406 of ERISA or  Section  4975 of the Code,  has  occurred  with  respect to any
Employee Plan.

            (c) Each  Employee  Plan  that is  intended  to be  qualified  under
Section 401(a) of the Code is so qualified and has been so qualified  during the
period  from its  adoption  to date,  and each trust  forming a part  thereof is
exempt  from tax  pursuant  to  Section  501(a) of the  Code.  The  Company  has
furnished to counsel to the Investor copies of the most recent Internal  Revenue
Service determination letters with respect to each such plan.

            (d) Each Employee Plan has been maintained in substantial compliance
with its terms and with the  requirements  prescribed  by any and all  statutes,
orders,  rules, and regulations that are applicable to such Employee Plan. Other
than routine claims for benefits made in the ordinary course of business,  there
are no pending  claims,  investigations,  or causes of action pending or, to the
Knowledge of the Company,  threatened against any Employee Plan or any fiduciary
thereof by any participant, beneficiary, or governmental agency.

            (e) All contributions and payments accrued under each Employee Plan,
determined in accordance with prior funding and accrual  practices,  as adjusted
to include proportional accruals for the period ending on the Closing Date, will
be  discharged  and paid on or prior to the  Closing  Date  except to the extent
reflected in the Most Recent Financial  Statements.  There has been no amendment
to, written  interpretation of, or announcement  (whether or not written) by the
Company or any  Subsidiary,  or any of their ERISA  Affiliates  relating  to, or
change in employee participation or coverage under, any Employee Plan that would
increase  materially  the expense of  maintaining  such  Employee Plan above the
level of the expense incurred in respect thereof for the fiscal year ended prior
to the date hereof.

            (f) There is no contract,  agreement,  plan, or arrangement covering
any  employee  or  former  employee  of  the  Company  or any  Subsidiary  that,
individually or collectively,  could give rise to the payment of any amount that
would not be  deductible  pursuant to the terms of Section 280G of the Code.  No
tax under Section 4980B of the Code has been incurred in respect of any Employee
Plan that is a group health plan, as defined in Section  5000(b)(1) of the Code.
With  respect to the  employees  and former  employees  of the  Company  and the
Subsidiaries,  there are no employee  post-retirement medical or health plans in
effect,  except as  required  by Section  4980B of the Code.  No employee of the
Company  or any  Subsidiary  will  become  entitled  to any  bonus,  retirement,
severance,  or similar  benefit or  enhanced  benefit  solely as a result of the
transactions  contemplated  hereby.  Neither the Company nor any Subsidiary has,
nor is any such entity reasonably expected to have, any


                                       13
<PAGE>

liability under Title IV of ERISA.

            (g) Except as set forth on PART 2.24(G) of the Disclosure  Schedule,
neither  the  Company  nor any  Subsidiary  has a 401(k)  plan that  requires  a
matching contribution from the Company or any Subsidiary.

      SECTION  2.25  SIGNIFICANT  SUPPLIERS  AND  CUSTOMERS.  PART  2.25  of the
Disclosure  Schedule lists (i) the ten largest  suppliers of the Company and its
Subsidiaries,  on a  consolidated  basis,  for each of the  fiscal  years  ended
December 31, 2001 and 2002, and (ii) the ten largest  customers or other sources
of revenue of the Company and its  Subsidiaries,  on a consolidated  basis,  for
each of the fiscal years ended  December 31, 2001 and 2002.  No such supplier or
customer has  terminated,  materially  reduced or, to the  Company's  Knowledge,
threatened to terminate or materially reduce its services or other  transactions
to or purchases from the Company or any of its Subsidiaries.

      SECTION 2.26 ENVIRONMENTAL LAWS. The Company and the Subsidiaries, and the
operation  of their  respective  businesses,  and any real  property  that  such
entities  own,  lease,  or  otherwise  occupy  or use  (the  "Premises")  are in
compliance  with all applicable  Environmental  Laws and orders or directives of
any governmental  authorities having jurisdiction under such Environmental Laws,
including,  without  limitation,  any Environmental Laws or orders or directives
with respect to any cleanup or  remediation  of any release or threat of release
of Hazardous  Substances  except for  noncompliance  that individually or in the
aggregate  could not reasonably be expected to have a Material  Adverse  Effect.
Except as set forth on Part 2.26 of the Disclosure Schedule, neither the Company
nor any  Subsidiary  has  received any  citation,  directive,  letter,  or other
written communication or any written notice of any proceeding, claim, or lawsuit
from any Person  arising out of the ownership or occupation of the Premises,  or
the  conduct of the  Company's  and/or  the  Subsidiaries'  operations,  and the
Company  is not  aware  of any  basis  therefor.  Neither  the  Company  nor any
Subsidiary  has  caused or  allowed a release,  or a threat of  release,  of any
Hazardous  Substance  onto,  at,  or near the  Premises  and,  to the  Company's
Knowledge,  neither the  Premises  nor any  property at or near the Premises has
been subject to a release of any Hazardous Substance.

      SECTION 2.27  COMPLIANCE  WITH LAWS. The operations of the Company and the
Subsidiaries  have been  conducted in compliance  with all  Applicable  Laws and
regulations,   including,   without  limitation,   all  rules,  regulations  and
requirements  of SOX and the SEC as well as all  applicable  laws,  regulations,
orders, and requirements  promulgated by any governmental authority of competent
jurisdiction and relating to consumer protection, equal opportunity, health care
industry  regulation,  environmental  protection,  fire, and occupational safety
matters,  except for  noncompliance  that individually or in the aggregate would
not  reasonably  be expected to have a Material  Adverse  Effect.  Except as set
forth on Part 2.27 of the  Disclosure  Schedules,  neither  the  Company nor any
Subsidiary   has  received   written   notice  of  any   violation  (or  of  any
investigation,  inspection,  audit,  or  other  proceeding  by any  governmental
authority involving  allegations of any violation) of any Applicable Law, and to
Knowledge  of  the  Company,  no  investigation,  inspection,  audit,  or  other
proceeding by any governmental  authority involving  allegations of violation of
any  Applicable  Law has been  threatened  or  contemplated.  The Company has no
Knowledge of any pending legislation or regulation that would have a Material


                                       14
<PAGE>

Adverse Effect on (i) the business of the Company and the Subsidiaries, taken as
a whole, or (ii) the  transactions  contemplated by this Agreement or any of the
other agreements contemplated hereunder or executed herewith.

      SECTION 2.28 PERMITS.  The Company and each Subsidiary has all franchises,
permits,  licenses, and any similar authority necessary for the conduct of their
respective  businesses as now being  conducted by them,  the lack of which could
have a Material Adverse Effect,  and the Company believes it and each Subsidiary
can obtain,  without  undue  burden or expense,  any similar  authority  for the
conduct of their respective  businesses as planned to be conducted.  Neither the
Company nor any  Subsidiary  is in default in any material  respect under any of
such franchises, permits, licenses, or other similar authority.

      SECTION 2.29 U.S. REAL PROPERTY  HOLDING  CORPORATION.  The Company is not
now, nor has it ever been, a "United States real property holding  corporation,"
as  defined in  Section  897(c)(2)  of the Code and  Section  1.897-2(b)  of the
Regulations  promulgated by the Internal  Revenue  Service,  and the Company and
each Subsidiary has filed with the Internal  Revenue Service all statements,  if
any, with its United  States income tax returns that are required  under Section
1.897-2(h) of such Regulations.

      SECTION  2.30  MINUTE  BOOKS.  The minute  books of the  Company  and each
Subsidiary provided to counsel to the Investor contain a complete summary of all
meetings of directors and  stockholders  for the last three (3) fiscal years and
reflect all transactions  referred to in such minutes accurately in all material
respects.

      SECTION 2.31 QUALIFIED SMALL BUSINESS STOCK. The Preferred Stock, Dividend
Shares and Conversion  Shares  constitute  "qualified  small business  stock" as
defined in section 1202(c) of the Internal Revenue Code.

      SECTION  2.32  PROCEED  RESTRICTIONS.  The Company  acknowledges  that the
Investor  herein  represents  that it is a  federally  licensed  small  business
investment  company  subject to the  regulations  promulgated  by the U.S. Small
Business  Administration  (the "SBA") relating to the small business  investment
company program (the "SBIC Regulations").  The SBIC Regulations prohibit certain
uses of  proceeds  of loans  made by small  business  investment  companies,  as
follows: personal use of loan proceeds by stockholders,  officers, and employees
of the company; any relending or reinvestment of loan proceeds, if the company's
primary business activity involves,  directly or indirectly,  providing funds to
others,  purchasing  debt  obligations,  factoring or the  long-term  leasing of
equipment with no provision for  maintenance or repair;  purchasing any stock in
or providing capital to any small business investment  company;  making any real
estate  purchases  if the  company is  classified  under  Major  Group 65 of the
Standard  Industrial   Classification  Manual,  unless  such  transaction  would
otherwise be exempt by virtue of Section 901(c) of the SBIC Regulations; any use
of proceeds that is contrary to the public interest  including,  but not limited
to,  activities  which  are  in  violation  of  law or  inconsistent  with  free
competitive  enterprise;  or  foreign  investments  and use  outside  the United
States,  except as permitted under Section 901(g) of the SBIC  Regulations.  The
Company represents, covenants and agrees that no portion of the proceeds will be
used for any of the foregoing prohibited purposes and that any prohibited use of
any portion of the proceeds will constitute a material


                                       15
<PAGE>

breach of this Agreement.

      SECTION 2.33 SOLVENCY.  Except as disclosed on Part 2.33 of the Disclosure
Schedule,  the Company and each of its "significant  subsidiaries" (as that term
is defined by Rule 1-02 of Regulation S-X promulgated  under the Securities Act)
are, and  immediately  after the Closing will be, Solvent.  As used herein,  the
term "Solvent" means,  with respect to a particular date, that on such date, (i)
the fair  market  value  of the  total  assets  of each of the  Company  and its
Subsidiaries  exceeds their respective  total  liabilities  (including,  without
limitation, stated liabilities and contingent liabilities), and (ii) the Company
and each of its Subsidiaries is currently able to pay its debts as they come due
or mature.  None of the Company nor any of its  "significant  subsidiaries"  has
taken  any  steps,  and does not  currently  expect to take any  steps,  to seek
protection pursuant to any bankruptcy, insolvency, debtor relief, reorganization
or similar  law,  nor does the Company  have any  Knowledge or reason to believe
that creditors of the Company and its  Subsidiaries  have initiated or intend to
initiate involuntary bankruptcy or similar proceedings.

      SECTION 2.34 DISCLOSURE.  Neither this Agreement,  any Schedule or Exhibit
to this Agreement, nor any other statements or certificates made or delivered in
connection  herewith or therewith  contains  any untrue  statement of a material
fact or  omits  to  state a  material  fact  necessary  to make  the  statements
contained herein or therein not misleading.

                                  ARTICLE III.
                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

      The Investor represents and warrants to the Company that:

      SECTION 3.1  AUTHORIZATION.  Such Investor has full power and authority to
enter into this  Agreement  and the  Investor's  Rights  Agreement and that such
agreements have been duly executed and delivered by it and constitute the legal,
valid, and binding obligations of such Investor,  enforceable in accordance with
their  respective  terms,  except  (i)  as  limited  by  applicable  bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of
general  application  affecting  enforcement of creditors' rights generally,  as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable  remedies,  or (ii) to the extent the indemnification
provisions  contained  in the  Investor's  Rights  Agreement  may be  limited by
applicable  federal or state  securities  laws,  and the Investor has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same in violation of any  securities  laws. The Investor is not a registered
broker-dealer or an entity engaged in the business of being a broker-dealer.

      SECTION 3.2  PURCHASE  ENTIRELY  FOR OWN  ACCOUNT.  The shares of Series A
Preferred  Stock being  purchased by the  Investor,  the Divided  Shares and the
Conversion  Shares are being  acquired  for its own  account  for the purpose of
investment  and  not  with  a  view  to or  for  sale  in  connection  with  any
distribution thereof in violation of any securities laws.

      SECTION  3.3  DISCLOSURE  OF   INFORMATION.   Such  Investor  has  had  an
opportunity to discuss the Company's business, management, and financial affairs
with the Company's


                                       16
<PAGE>

management,  the terms and  conditions of the offering of the Series A Preferred
Stock and has received and reviewed the Company SEC Reports filed since April 1,
2002.

      SECTION 3.4 INVESTMENT EXPERIENCE.  Such Investor has sufficient knowledge
and experience in investing in companies  similar to the Company in terms of the
Company's stage of development so as to be able to evaluate the risks and merits
of its  investment in the Company and it is able  financially  to bear the risks
thereof including a complete loss of its investment.

      SECTION 3.5 ACCREDITED INVESTOR. Such Investor is an "accredited investor"
within the meaning of Rule 501(a) of Regulation D under the  Securities  Act and
was not organized  for the specific  purpose of acquiring the Series A Preferred
Stock.

      SECTION 3.6  RESTRICTED  SECURITIES.  Such Investor  understands  that the
Series  A  Preferred  Stock  it is  purchasing,  the  Dividend  Shares  and  the
Conversion Shares are characterized as "restricted securities" under the federal
securities  laws  inasmuch  as they are being  acquired  from the  Company  in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations such securities may be resold without registration under
the Securities Act, only in certain limited  circumstances.  In this connection,
such Investor  represents that it is familiar with SEC Rule 144, as presently in
effect,  and  understands  the resale  limitations  imposed  thereby  and by the
Securities Act.

      SECTION 3.7 LEGENDS. It is understood that the certificates evidencing the
Series A Preferred Stock and Conversion Shares may bear the following legends:

            (a)  "The  shares  represented  by this  certificate  have  not been
registered  under the Securities Act of 1933, as amended.  Such shares have been
acquired  for  investment  and may not be offered for sale,  sold,  transferred,
pledged or  hypothecated in the absence of an effective  registration  statement
covering  such  shares  under  the  Securities  Act  or an  opinion  of  counsel
satisfactory to the Company that such registration is not required."

            (b) Any legend  imposed or required by applicable  state  securities
laws.

      SECTION 3.8 GENERAL SOLICITATION.  The Investor did not learn of the offer
and sale of the Series A Preferred Stock as a result of any general  advertising
or any general solicitation.

                                   ARTICLE IV.
                  CONDITIONS TO THE OBLIGATIONS OF THE INVESTOR

      The  obligations  of the Investor  under Section 1.2 of this Agreement are
subject to the  fulfillment  on or before the  Closing of each of the  following
conditions:

      SECTION 4.1 QUALIFICATIONS. All authorizations,  approvals, or permits, if
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection  with the lawful  issuance and sale of
the Series A Preferred  Stock pursuant to this Agreement  shall be duly obtained
and effective as of the Closing.


                                       17
<PAGE>

      SECTION 4.2 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
to be taken by the  Company in  connection  with the  transactions  contemplated
hereby and all documents  incident  thereto shall be reasonably  satisfactory in
form and substance to the Investor and their counsel, and the Investor and their
counsel shall have received all such counterpart originals or certified or other
copies of such documents as they reasonably may request.

      SECTION 4.3 SUPPORTING DOCUMENTS.  The Investor and its counsel shall have
received copies of the following documents:

            (a) (i) the Amended  Certificate,  certified  as of a recent date by
the  Secretary  of  State  of the  State of New  York;  (ii) the  organizational
documents of each Subsidiary in effect as of the Closing Date,  certified by the
Secretary of State of the state of its organization;  and (iii) certificates, as
of the most  recent  reasonably  practicable  dates,  as to the  corporate  good
standing of the Company and each Subsidiary  issued by the Secretary of State of
the  jurisdictions  in which  the  Company  and each  Subsidiary  is  organized,
conducting business, or otherwise required to be licensed or qualified.

            (b) a certificate  of the Secretary of the Company dated the Closing
Date and  certifying:  (i) that attached  thereto is a true and complete copy of
the  Bylaws of the  Company  and the  bylaws  or  operating  agreements  of each
Subsidiary  as in effect on the date of such  certification;  (ii) that attached
thereto is a true and complete copy of all  resolutions  adopted by the Board of
Directors of the Company authorizing the execution, delivery, and performance of
this  Agreement and the Investor's  Rights  Agreement,  the issuance,  sale, and
delivery  of the Series A Preferred  Stock and the  reservation,  issuance,  and
delivery  of the  Conversion  Shares  and  Dividend  Shares,  and  that all such
resolutions are in full force and effect and are all the resolutions  adopted in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
Investor's Rights Agreement; (iii) that the Certificate of Incorporation has not
been  amended  since the  filing  of the  Amended  Certificate;  and (iv) to the
incumbency and specimen  signature of each officer of the Company executing this
Agreement  and  the  Investor's   Rights  Agreement,   the  stock   certificates
representing  the Series A Preferred  Stock and any  certificate  or  instrument
furnished pursuant hereto, and a certification by another officer of the Company
as to the  incumbency  and  signature  of the officer  signing  the  certificate
referred to in this Section; and

            (c) such additional  supporting documents and other information with
respect to the  operations  and affairs of the Company as the  Investor or their
counsel reasonably may request in writing.

      SECTION 4.4 KEY MAN  INSURANCE.  The Company  shall have in full force and
effect  $3,000,000  of a key man  insurance  policy  insuring  the life of David
Walke,  with  proceeds  payable  to  the  Company,  with  terms  and  conditions
reasonably satisfactory to the Investor.

      SECTION 4.5 OPINION OF COMPANY'S COUNSEL. The Investor shall have received
from Kane Kessler,  P.C., counsel for the Company,  an opinion dated the Closing
Date, substantially in the form of EXHIBIT D hereto.


                                       18
<PAGE>

      SECTION 4.6  INVESTOR'S  RIGHTS  AGREEMENT.  The Company and the  Investor
shall have executed and delivered the Investor's Rights Agreement.

      SECTION  4.7  SIMULTANEOUS  CLOSING  OF  GUIDELINE  RESEARCH  CORPORATION.
Simultaneously  with the Closing of the transactions  contemplated  hereby,  the
Company  shall close the  acquisition  of Guideline  Research  Corporation.  The
parties hereto acknowledge and agree that the representations and warranties set
forth  herein,  and  the  exceptions  thereto  as set  forth  in the  Disclosure
Schedules,  include Guideline Research  Corporation as a wholly owned Subsidiary
of the Company.

      SECTION 4.8 SIMULTANEOUS CLOSING OF LOAN.  Simultaneously with the Closing
of the transactions contemplated hereby, the Company shall execute and deliver a
secured  promissory  note in favor of the Investor in the amount of  $3,000,000,
together with the related loan and security agreements.

      SECTION 4.9 WARRANT.  Simultaneously  with the Closing of the transactions
contemplated  hereby, the Company shall issue the Investor a warrant to purchase
up to 675,000  shares of Common  Stock at an exercise  price of $0.01 per share,
substantially in the form of EXHIBIT F (the "Investor Warrant").

      SECTION 4.10 CLOSING FEE. Simultaneous with the Closing, the Company shall
have paid to the Investor a closing fee in the amount of $12,500  (the  "Closing
Fee");  provided,  however,  that the Investor acknowledges that the Company has
prepaid a portion of the  Closing  Fee in the form of an  acceptance  fee in the
amount of $10,000.

      SECTION 4.11  EXPENSES OF  INVESTOR.  Simultaneous  with the Closing,  the
Company  shall have paid in  accordance  with  Section  7.2 the  expenses of the
Investor invoiced at the Closing.

      SECTION 4.12 SBA APPROVAL.  Any  approvals or waivers  needed from the SBA
for the  purchase  of the  Preferred  Shares  by the  Investor  will  have  been
obtained.  The  Company  will have  completed,  executed  and  delivered  to the
Investor  a Size  Status  Declaration  on SBA  Form  480,  a  Non-Discrimination
Certificate on SBA Form 652, a Portfolio  Financing Request on SBA Form 1031 and
such other documents as the Investor will have reasonably requested.

      SECTION 4.13 NO INJUNCTION.  No statute, rule, regulation,  order, decree,
ruling or injunction shall have been enacted, entered, promulgated,  endorsed or
threatened  or is pending by or before any  governmental  authority of competent
jurisdiction which restricts, prohibits or threatens to restrict or prohibit the
consummation of any of the transactions contemplated by this Agreement.

      SECTION 4.14 NO SUSPENSIONS OF TRADING IN COMMON STOCK. The trading in the
Common  Stock  shall not have been  restricted  or  suspended  by the SEC or any
market or exchange  where such Common Stock is traded (except for any suspension
of  trading of  limited  duration  solely to permit  dissemination  of  material
information regarding the Company).


                                       19
<PAGE>

                                   ARTICLE V.
                                    COVENANTS

      SECTION  5.1  INTEGRATION.  The  Company  will not offer,  sell or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
the  Securities  Act) in a manner  that  would  cause  the offer and sale of the
Preferred  Shares to the Investor to fail to be entitled to the  exemption  from
registration  afforded  by Rule  506 of  Regulation  D and  Section  4(2) of the
Securities Act.

      SECTION 5.2 DISCLOSURES. The Company, promptly following the Closing, will
(i) issue a press  release,  in a form  reasonably  acceptable  to the  Investor
announcing  the sale of the Preferred  Shares,  (ii) file such press release and
other appropriate  information with the SEC on Form 8-K and (iii) include in the
filing  of  its  next  Form  10-Q  or  Form  10-K,  as  applicable,  appropriate
disclosures  relating to the sale of the Preferred  Shares,  including,  without
limitation,  the disclosure  required by Item 701 of Regulation S-K. The Company
shall, from and after the Closing,  timely file all Company SEC Reports,  comply
with all  requirements  under the Exchange  Act, and  otherwise  comply with the
requirements of Sections 2.11 and 2.13 hereof.

      SECTION 5.3 FILING OF 2002 10-K.  The Company shall file its Annual Report
with the SEC on Form 10-K for the year  ended  December  31,  2002 no later than
April 15, 2003 in accordance with Rule 12b-25 of the Exchange Act.

                                   ARTICLE VI.
                  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY

      The  obligations  of the Company to the Investor  under this Agreement are
subject to the  fulfillment  on or before the  Closing of each of the  following
conditions by the Investor:

      SECTION 6.1 PAYMENT OF PURCHASE  PRICE.  The Investor shall have delivered
$500,000.

      SECTION 6.2 QUALIFICATIONS. All authorizations,  approvals, or permits, if
any, of any governmental authority or regulatory body of the United States or of
any state that are required in connection  with the lawful  issuance and sale of
the Series A Preferred  Stock pursuant to this Agreement  shall be duly obtained
and effective as of the Closing.

                                  ARTICLE VII.
                                  MISCELLANEOUS

      SECTION 7.1  INDEMNIFICATION.  The Company  hereby agrees to indemnify and
hold harmless the Investor, its officers,  directors,  employees, and Affiliates
(the  "Indemnified  Parties")  from and  against any  liabilities,  obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys'
fees,  expenses and  disbursements  of any kind  ("Losses")  that may be imposed
upon,  incurred by, or asserted  against any Indemnified  Party,  relating to or
arising  out of any claims by third  parties  relating  to or arising out of the
transactions  contemplated  hereby except, in each case, to the extent resulting
from such


                                       20
<PAGE>

Investor's gross  negligence,  bad faith, or willful  misconduct  (including any
willful breach of fiduciary duties).

      SECTION 7.2  EXPENSES.  The Company will pay (i) all  reasonable  fees and
expenses  incurred  by  the  Investor  in  connection  with  entering  into  the
transactions  contemplated in this Agreement  including  without  limitation the
reasonable  fees and expenses of counsel to the Investor  incurred in connection
with  entering  into  this  Agreement,  (ii) the  reasonable  fees and  expenses
incurred  with  respect to any  amendments  or waivers  requested by the Company
(whether  or not  the  same  become  effective)  under  or in  respect  of  this
Agreement,  the agreements  contemplated  hereby, or the Amended Certificate and
(iii) the reasonable fees and expenses  incurred with respect to the enforcement
of the rights granted under this Agreement,  the agreements  contemplated hereby
or the Amended Certificate; provided, however, that with respect to the fees and
expenses  described in clause (i) above,  the Company  shall not be obligated to
pay such fees and expenses incurred in connection with the Closing to the extent
the amount of such fees and expenses exceeds $50,000.

      SECTION 7.3 SURVIVAL OF WARRANTIES.  The warranties,  representations  and
covenants of the Company and the Investor  contained in or made pursuant to this
Agreement  shall survive the  execution  and delivery of this  Agreement and the
Closing  for a  period  of two  years  and  shall in no way be  affected  by any
investigation of the subject matter thereof made by or on behalf of the Investor
or the Company.  Notwithstanding  anything in this Section 7.3 to the  contrary,
the representations  and warranties  contained in Section 2.10 of this Agreement
shall survive indefinitely.

      SECTION 7.4 FINDER'S  FEE.  Each party  represents  that it neither is nor
will be obligated for any finder's fee or  commission  in  connection  with this
transaction.  The Investor  agrees to indemnify and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finders' fee (and the costs and expenses of defending  against such liability or
asserted  liability)  for which such Investor or any of its officers,  partners,
employees,  or representatives  is responsible.  The Company agrees to indemnify
and  hold  harmless  the  Investor  from any  liability  for any  commission  or
compensation  in the nature of a  finder's  fee (and the costs and  expenses  of
defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.

      SECTION 7.5 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  successors  and assigns of the parties  (including
transferees of any Series A Preferred  Stock or Conversion  Shares).  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.

      SECTION 7.6 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)
five days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iii) one day after deposit with a


                                       21
<PAGE>

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, at 625 Avenue of the Americas, 2nd floor, New
York,  NY 10011,  Attn:  David Walke,  with a copy to Kane Kessler,  P.C.,  1350
Avenue of the Americas, New York, NY 10019, Attn: Robert L. Lawrence; and

            (b) 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, TN 37238, Attn: Howard H.
Lamar III.

      SECTION 7.7 GOVERNING LAW. This Agreement, and any dispute, controversy or
claim  arising  out of or  relating  to this  Agreement  or a breach  thereof (a
"Claim"),  shall be governed by, and construed in accordance  with,  the laws of
the State of New York.

      SECTION 7.8 ENTIRE AGREEMENT. This Agreement,  including the Schedules and
Exhibits  hereto,  the Amended  Certificate and the Investor's  Rights Agreement
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter hereof and  supercedes  any and all prior  agreements of the parties with
respect to the subject  matter  hereof.  All Schedules  and Exhibits  hereto are
hereby incorporated herein by reference.

      SECTION 7.9  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.

      SECTION 7.10 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  Investor.  Any  amendment or waiver  effected in  accordance  with this
paragraph  shall be binding upon each holder of any securities  purchased  under
this Agreement at the time  outstanding  (including  securities  into which such
securities are convertible),  each future holder of all such securities, and the
Company.

      SECTION 7.11 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 the balance of the Agreement  shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.

      SECTION 7.12 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.


                                       22
<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       23
<PAGE>

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

                                             FIND/SVP, INC.

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


                                             INVESTOR:

                                             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




                                       24
<PAGE>

Disclosure Schedules

Exhibit A         Glossary of Defined Terms
Exhibit B         Amended Certificate
Exhibit C         Investor's Rights Agreement
Exhibit D         Opinion of Company Counsel
Exhibit E         Use of Proceeds
Exhibit F         Investor Warrant

<PAGE>

                                    EXHIBIT A

                            GLOSSARY OF DEFINED TERMS

      The following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

            (a)  "Affiliate"  of any specified  Person shall mean (i) any Person
directly or indirectly  controlling or controlled by or under direct or indirect
common  control  with  such  specified  Person or (ii) the  direct  or  indirect
beneficial  owner of thirty  percent  (30%) or more of the voting  securities of
such  Person.  For  purposes  of this  definition,  "control"  (including,  with
correlative  meanings,  the terms  "controlling,"  "controlled  by," and  "under
common  control  with"),  as used with  respect  to any  Person,  shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such Person,  whether  through the
ownership of voting securities, by agreement or otherwise.

            (b) "Applicable Law" means, with respect to any Person, any federal,
state, or local statute, law, ordinance,  rule,  administrative  interpretation,
regulation,  order,  writ,  injunction,  directive,  judgment,  decree, or other
requirement of any governmental  authority  (including any  Environmental  Laws)
applicable to such Person or any of its Subsidiaries.

            (c) "Code" means the Internal Revenue Code of 1986, as amended.

            (d) "Common  Stock"  means the  Company's  common  stock,  par value
$.0001 per share.

            (e) "Employee Plan" means each "employee benefit plan," as such term
is defined in Section 3(3) of ERISA,  that (A)(i) is subject to any provision of
ERISA and (ii) is currently  maintained  or  contributed  to by the Company,  or
(B)(i) is subject to any  provision  of Title IV of ERISA and (ii) is  currently
maintained or contributed to by any of the Company's ERISA Affiliates.

            (f) "Environmental  Laws" means any federal,  state, or local law or
ordinance or  regulation  pertaining  to the  protection  of human health or the
environment,  including,  without  limitation,  the Comprehensive  Environmental
Response,  Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq., the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001, et
seq., the Resource  Conservation  and Recovery Act, 42 U.S.C.  Sections 6901, et
seq.,  and the  Occupational  Safety and Health Act, 29 U.S.C.  Sections 651, et
seq.

            (g) "ERISA"  means the Employee  Retirement  Income  Security Act of
1974, as amended.

            (h) "ERISA  Affiliate"  of any entity  means any other  entity that,
together with such entity,  would be treated as a single  employer under Section
414 of the Code.

<PAGE>

            (i)  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time.

            (j)  "Hazardous  Substances"  includes oil and  petroleum  products,
asbestos,  polychlorinated biphenyls, urea formaldehyde,  and any other material
classified as hazardous or toxic under any Environmental Laws.

            (k)  "Knowledge",  "known to", or other similar terms,  when used in
this Agreement to qualify any  representation or warranty made by the Company or
any Subsidiary, mean that (at the time the applicable representation or warranty
is made or deemed made or  repeated)  any of the  officers or  directors  of the
Company  and its  Subsidiaries  has actual  (and not  imputed  or  constructive)
knowledge  of  certain   specific   facts  or   circumstances   affecting   such
representation or warranty, or is actually (and not imputedly or constructively)
aware of facts or circumstances  which should have led a reasonable  person with
similar business responsibilities to conduct a reasonably-detailed investigation
into such facts or circumstances and the legal consequences thereof, and such an
investigation  would have resulted in the investigating party having actual (and
not  imputed or  constructive)  knowledge  of  specific  facts or  circumstances
affecting such representation or warranty.

            (l) "Material  Adverse Effect" means a material  adverse effect upon
the business,  operations,  properties, assets, affairs, or condition (financial
or  otherwise)  of the  Company  and its  Subsidiaries,  taken  as a  whole.  In
determining  whether any  individual  event would  result in a Material  Adverse
Effect, notwithstanding that such event does not of itself have any such effect,
a Material  Adverse  Effect shall be deemed to have  occurred if the  cumulative
effect of such  event and all  other  then  existing  events  would  result in a
Material Adverse Effect.

            (m)  "Multiemployer  Plan"  means  each  Employee  Plan  that  is  a
multiemployer plan, as defined in Section 3(37) of ERISA.

            (n) "Person" means an individual,  corporation,  trust, partnership,
joint venture, unincorporated organization,  government agency, or any agency or
political subdivision thereof, or other entity.

            (o) "Preferred Stock" means the Company's preferred stock, par value
$.0001 per share.

            (p)  "Series  A  Preferred  Stock"  means  the  Company's  Series  A
Convertible Preferred Stock, par value $.01 per share.

            (q) "SEC" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Securities Act.

            (r)  "Securities  Act" means the Securities Act of 1933, as amended,
or any  similar  federal  statute  and  the  rules  and  regulations  of the SEC
thereunder, all as the same shall be in effect at the time.

<PAGE>

            (s) "Subsidiary"  shall mean any corporation,  partnership,  limited
liability  company,  association  or other  business  entity  of which  (a) if a
corporation,  a majority of the total  equity  interest or total voting power of
shares of stock entitled  (without regard to the occurrence of any  contingency)
to vote in the  election of  directors,  managers or trustees  thereof is at the
time  owned  or  controlled,  directly  or  indirectly,  by the  Company  or any
Subsidiary of the Company,  or (b) if a partnership,  limited liability company,
association or other business entity, a majority of the partnership,  membership
or other similar ownership  interest thereof is at the time owned or controlled,
directly or  indirectly,  by the Company or any  Subsidiary of the Company.  For
purposes hereof, the Company or any Subsidiary of the Company shall be deemed to
have a majority ownership interest in a partnership,  limited liability company,
association or other business entity if the Company or such Subsidiary  shall be
allocated a majority of partnership,  limited liability company,  association or
other  business  entity  gains or losses  or shall be or  control  the  managing
general partner of such partnership,  limited liability company,  association or
other  business  entity.   "Subsidiary"  shall  specifically  include  Guideline
Research Corporation.