Exhibit 10.2

                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of
the 1st day of July,  2003, by and between TTECH  ACQUISITION  CORP., a Delaware
corporation  (the  "PURCHASER"),  FIND/SVP,  INC., a New York  corporation  (the
"PURCHASER  PARENT"),  SOPHEON  CORPORATION,   a  Minnesota  corporation,   (the
"COMPANY"),  SOPHEON  PLC,  a  registered  corporation  in United  Kingdom  (the
"COMPANY  PARENT")  and U.S.  BANK  NATIONAL  ASSOCIATION,  a  national  banking
association,  as escrow  agent  (the  "ESCROW  AGENT").  The  Purchaser  and the
Purchaser  Parent  may be  referred  to  collectively  herein as the  "PURCHASER
PARTIES."  The Company and the  Company  Parent may be referred to  collectively
herein as the "COMPANY PARTIES."

                                    RECITALS

         A. The Company,  the Company  Parent,  the  Purchaser and the Purchaser
Parent are parties to that certain Amended and Restated Asset Purchase Agreement
dated as of June 25, 2003 (the "ASSET PURCHASE AGREEMENT") pursuant to which the
Purchaser  shall acquire  certain  assets of the Company in exchange for,  among
other things, 32,700 shares of common stock of the Purchaser Parent as set forth
on EXHIBIT A hereto (the "PURCHASER PARENT SHARES").

         B.  Subsequent to the Closing,  in accordance  with Section 11.5 of the
Asset Purchase  Agreement,  the Company Parent will deposit shares of its common
stock (the "COMPANY  PARENT  SHARES") with the Escrow Agent,  which shares shall
also be set forth in EXHIBIT A hereto.

         C.  Pursuant  to  Section  2.3 of the Asset  Purchase  Agreement,  this
Agreement  must be  entered  into at and upon the  closing  of the  transactions
contemplated by the Asset Purchase Agreement.

         D. The Company,  the Company  Parent,  the  Purchaser and the Purchaser
Parent desire to enter into this Agreement to establish the terms and conditions
of the  Escrow  Fund as  defined  below and  agreed  upon in the Asset  Purchase
Agreement.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained  and for other good and valuable  consideration,  and  intending to be
legally bound, the parties hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used but not otherwise defined herein
or in the Recitals hereto shall have the meanings  ascribed to such terms in the
Asset Purchase Agreement.

         2. APPOINTMENT OF ESCROW AGENT;  PAYMENT OF ESCROW FEES. The Purchaser,
the Purchaser  Parent,  the Company and the Company  Parent  hereby  appoint the
Escrow  Agent to act as escrow  agent  hereunder  and the  Escrow  Agent  hereby
accepts  such  appointment  for  the  purpose  of  receiving,  safeguarding  and
disbursing the Escrow Fund (as defined  below) in accordance  with the terms and
conditions set forth herein. The Escrow Agent's fees shall be as



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set forth on  SCHEDULE A hereto.  The Escrow  Agent  acknowledges  receipt of an
executed copy of the Asset Purchase Agreement. The acceptance fee and the Escrow
Agent's  first  year's  administrative  fees  shall  be due upon  execution  and
delivery of this Agreement. Unless otherwise agreed to by the parties in a joint
written  instruction to the Escrow Agent,  all fees and charges shall be paid by
the Company Parent. The administrative fees set forth on SCHEDULE A hereto shall
govern.

         3. DEPOSIT TO ESCROW.  (i)  Simultaneously  with the  execution of this
Agreement, the Purchaser Parent has deposited with the Escrow Agent certificates
evidencing an aggregate number of 32,700 Purchaser Parent Shares together with a
blank stock power duly  executed by the Company (the  "PURCHASER  PARENT  SHARES
ESCROW")  pursuant to Section 2.2 of the Asset Purchase  Agreement,  and (ii) in
accordance  with Section 11.5 of the Asset Purchase  Agreement,  (x) the Company
Parent shall deposit with the Escrow Agent  certificates  evidencing the Company
Parent Shares,  and (y) the Purchaser shall deliver an assignment  separate from
certificate  with  respect  to the  Company  Parent  Shares  (collectively,  the
Purchaser  Parent  Shares and the  Company  Parent  Shares  shall be referred to
herein as the "SHARES  ESCROW" or the "ESCROW  FUND").  The Escrow  Agent hereby
acknowledges  receipt of the  Purchaser  Parent  Shares of the Escrow Fund.  The
Escrow Fund shall not be subject to any lien,  attachment,  trustee,  process or
any other judicial process of any creditor of any party hereto,  as well as, the
Escrow Agent.  The Escrow Agent agrees to hold the Escrow Fund in escrow subject
to the terms and conditions of this Agreement.

         4. [THIS SECTION INTENTIONALLY OMITTED]

         5. DISBURSEMENTS OF ESCROW FUND. The Escrow Agent shall hold the Escrow
Fund in its possession until authorized to make disbursements as provided below.
Except as provided in Sections 5(b), 5(c), and 5(d), the Escrow Agent shall only
make  disbursements  from the Escrow  Fund in  accordance  with a joint  written
direction  from the  Purchaser  Parties and the  Company  Parties  executed  and
delivered to the Escrow Agent (a "WRITTEN DIRECTION").

                  (a) In the event that the  Purchaser  presents  a  certificate
         (the  "PURCHASE  PRICE  ADJUSTMENT  CERTIFICATE")  to the Escrow Agent,
         executed  by an officer of such person  enclosing  either (i) a copy of
         the Closing  Certificate issued pursuant to Section 2.2(b) of the Asset
         Purchase  Agreement  and a statement  that no objection was made by the
         Company or the Company Parent to the Closing Period during the Response
         Period,  or  (ii)  a  copy  of the  Independent  Accountant's  decision
         rendered pursuant to Section 2.2(b) of the Asset Purchase Agreement, in
         each case stating:

                           (i) the dollar  amount and  conversion  to  Purchaser
                  Parent Shares and/or Company Parent Shares, as applicable,  or
                  portion thereof,  to be disbursed by the Escrow Agent from the
                  Escrow Fund (the "PURCHASE PRICE ADJUSTMENT AMOUNT");

                           (ii) the name of the  payee and  appropriate  contact
                  information; and



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                           (iii)  that  the  Purchaser  has  sent a copy of such
                  Purchase  Price  Adjustment  Certificate  to the other parties
                  hereto in accordance with Section 17 hereof,

          then the Escrow  Agent shall be  authorized,  five (5)  business  days
          after the receipt of such  certificate,  to transfer  Purchaser Parent
          Shares  and/or  Company  Parent  Shares from the Shares  Escrow to the
          Purchaser,  in payment of the amount due to the  Purchaser  to satisfy
          the Purchase Price Adjustment under the Asset Purchase Agreement.  Any
          such distribution shall first consist of the distribution of Purchaser
          Parent Shares, and thereafter,  Company Parent Shares, as necessary to
          satisfy the Purchase Price Adjustment.

                  (b) If,  at any time on or before  July 1,  2004 (the  "ESCROW
         TERMINATION  DATE"),  an event occurs in which the  Purchaser  believes
         constitutes the basis for the Purchaser  Parties or any other Purchaser
         Indemnified  Party to receive  indemnity from the Indemnifying  Parties
         pursuant to Article 9.1 of the Asset Purchase Agreement,  the Purchaser
         shall furnish  written  notice in accordance  with Section 17 hereof of
         such event (the "INDEMNITY  NOTICE") to each of the Company Parties and
         the Escrow  Agent  setting  forth the  Purchaser  Parties' or any other
         Purchaser  Indemnified  Party's belief of the basis  therefor  together
         with a good faith estimate of the reasonably foreseeable dollar amount,
         to be disbursed by the Escrow Agent from the Escrow Fund (the "DISPUTED
         AMOUNT")   then  the  Escrow   Agent  shall  be   authorized   to  make
         disbursements  to the Purchaser of the Disputed Amount thirty (30) days
         after the receipt thereof;  PROVIDED,  HOWEVER,  if, within thirty (30)
         days following  receipt by the Escrow Agent of such  Indemnity  Notice,
         the Escrow Agent receives a certificate  executed by the Company or the
         Company Parent (a "COMPANY  CERTIFICATE")  that the Company  Parties in
         good faith  dispute the  Purchaser's  claim,  the Escrow Agent shall be
         authorized  to disburse to the  Purchaser  the portion of the  Disputed
         Amount  which is not  disputed  by the  Company  Parties in the Company
         Certificate.  If the  Purchaser  Parties  and the  Company  Parties are
         unable to resolve  any  dispute  that arises  under this  Section  5(b)
         within  twenty (20) days of the Escrow  Agent's  receipt of the Company
         Certificate,  such dispute  shall be  submitted  to dispute  resolution
         pursuant to Section  9.4 of the Asset  Purchase  Agreement.  The Escrow
         Agent shall set aside the undistributed  portion of the Disputed Amount
         until the arbitrator  provided for in Section 9.4 of the Asset Purchase
         Agreement  shall deliver its final  decision,  at which time the Escrow
         Agent  shall  release  such  Disputed  Amount  in  accordance  with the
         arbitrator's award.

                  (c) If, at any time prior to the Escrow  Termination Date, the
         Escrow Agent receives a certificate  executed by the Purchaser  Parties
         (together  with all  Indemnity  Notices and Company  Certificates,  the
         "CERTIFICATES") stating (i) that the Purchaser or any other Indemnified
         Party is  entitled to  indemnification  from the  Indemnifying  Parties
         pursuant to Article 9 of the Asset  Purchase  Agreement  by reason of a
         binding arbitration award pursuant to Section 9.4 of the Asset Purchase
         Agreement and attaching a copy of such award, (ii) the dollar amount of
         such indemnification  which is to be disbursed by the Escrow Agent from
         the Escrow  Fund  (which  shall not  exceed the amount  granted in such
         award) and the  conversion  to the  Purchaser  Parent Shares and/or the
         Company Parent Shares,  as applicable,  and (iii) the name of the payee
         and appropriate contact information



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         (which shall be the Person in whose name such award has been  entered),
         then the Escrow Agent shall be authorized,  ten (10) days after receipt
         thereof,  to  make  disbursements  of  the  amount  indicated  in  such
         certificate. The mailing of the Certificates,  along with all documents
         and instruments thereto,  shall be simultaneously  mailed to the Escrow
         Agent and the  Company  Parties by the  Purchaser  in  accordance  with
         Section 17 hereof.

                  (d) No  later  than  twenty  (20)  days  prior  to the  Escrow
         Termination  Date, the Escrow Agent shall notify the Purchaser  Parties
         and the Company Parties in writing that,  unless the Purchaser  Parties
         notify the Escrow Agent to the contrary in a writing  received prior to
         the Escrow  Termination  Date, the Escrow Agent will assign and deliver
         to the Company or the Company Parent or its nominee, as applicable, the
         remaining  Escrow  Fund;  PROVIDED,  HOWEVER,  that  in the  event  the
         Purchaser  Parties have prior to the Escrow  Termination Date delivered
         an  Indemnity  Notice to the Escrow  Agent in  accordance  with Section
         5(b), the Escrow Agent shall only be authorized under this Section 5(d)
         to assign and deliver  the excess of the Escrow Fund over the  Disputed
         Amount  (to the  extent  such  Disputed  Amount  has not  already  been
         disbursed  by the Escrow  Agent to the  Purchaser,  pursuant to Section
         5(b) or otherwise).

                  (e) VALUE OF ESCROWED  SHARES.  For the purpose of determining
         the number of Escrow Shares  required for (i) a distribution  of Escrow
         Shares to the Purchaser Parties pursuant to an indemnification claim in
         accordance with Section 5(b), or (ii) otherwise, the Escrow Agent shall
         divide (x) the applicable Disputed Amount, or (y) any applicable amount
         determined  pursuant  to this  Agreement,  as the case  may be,  by the
         amount  which is the  average  closing  price of the  Purchaser  Parent
         Shares  and/or the Company  Parent  Shares,  as  applicable,  under the
         method  described  in the last  paragraph  of Section  9.1 of the Asset
         Purchase Agreement.

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

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

         6. TERMINATION.

                  (a) This  Agreement  shall be  effective as of the date hereof
         and shall  continue in full force and effect until the earlier of (i) a
         written agreement  between the parties to terminate this Agreement,  or
         (ii) the close of business on the Business Day during which



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         the last of the Escrow  Fund is  distributed  in full  pursuant  to the
         terms  hereof,  at which  time this  Agreement  shall  terminate.  Upon
         termination  of this  Agreement,  the Escrow Agent shall be  discharged
         from any further obligation hereunder.

                  (b) Except as  specifically  agreed in writing by the  parties
         hereto,  termination  of this  Agreement  under  Section 6(a) shall not
         relieve any of the parties hereto of any obligation  arising under this
         Agreement prior to its termination. The provisions of this Section 6(b)
         and of  Sections  7, 13,  14,  15,  16, 17, 18, 19, 20, 21 and 22 shall
         survive the termination or expiration of this  Agreement,  irrespective
         of the reason therefor.

                  (c) For purposes of this  Agreement,  the term  "BUSINESS DAY"
         shall mean any day other than a Saturday  or a Sunday or a day on which
         commercial  banks in New York,  New York are required or  authorized by
         law or executive order to remain closed.

         7.  TAXATION OF INCOME ON ESCROW FUND.  The  Purchaser  Parties and the
Company  Parties agree that, for income Tax purposes,  the Company shall include
the income earned on the Escrow Fund until disbursement in gross income for each
taxable  year of the  Company in which such income is earned  (each,  a "TAXABLE
YEAR"),  without  regard to when or to whom such  income  is paid.  The  Company
Parties shall pay all applicable income, withholding and any other taxes imposed
on or measured by income  which is  attributable  to income from the Escrow Fund
and shall file all tax and information returns applicable thereto.

         8.  EXCULPATION AND  INDEMNIFICATION  OF ESCROW AGENT. If is understood
and agreed that the Escrow Agent shall:

                  (a) be under no duty to  accept  information  from any  Person
         other than either the  Purchaser  Parties  and the Company  Parties and
         then only to the extent and in the manner provided in this Agreement;

                  (b) be protected in acting upon any written  notice,  opinion,
         request,  certificate,  approval,  consent or other document reasonably
         believed  by it in good  faith to be  genuine  and to be  signed by the
         proper party or parties;

                  (c) be deemed  conclusively  to have given and  delivered  any
         notice required to be given or delivered hereunder if the same is given
         in accordance with Section 17 hereof;

                  (d) be indemnified and held harmless  jointly and severally by
         the Company  against any claim made  against it by reason of its acting
         or  failing  to  act  in  connection  with  any  of  the   transactions
         contemplated  hereby  and  against  any  loss,  liability  or  expense,
         including  the  expense  of  defending  itself  against  any  claim  of
         liability it may sustain in carrying  out the terms of this  Agreement,
         except  such  claims  as  are  occasioned  by  its  bad  faith,   gross
         negligence,  willful misconduct, fraud or any other breach of fiduciary
         duty; PROVIDED,  HOWEVER, that promptly after the receipt by the Escrow
         Agent of  notice  of any  demand  or claim or the  commencement  of any
         action,  suit or  proceeding,  the Escrow  Agent  shall,  if a claim in
         respect  thereof is to be made against any of the other parties hereto,
         notify each other party thereof in writing; and PROVIDED, FURTHER, that
         the



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         indemnitor  hereunder  shall be entitled,  jointly and severally and at
         their own expense,  to  participate in and/or assume the defense of any
         such action, suit or proceeding;

                  (e) have no  liability  or duty to inquire  into the terms and
         conditions of any  agreements to which the Escrow Agent is not a party,
         its  duties  under  this  Agreement  being   understood  to  be  purely
         ministerial in nature;

                  (f) be  permitted  to  consult  with  counsel  of  its  choice
         selected  with  reasonable  care and shall not be liable for any action
         taken,  suffered or omitted by it in good faith in accordance  with the
         written  advice  of  such  counsel;  PROVIDED,  HOWEVER,  that  nothing
         contained  in this  subsection  (f), nor any action taken by the Escrow
         Agent, or of any counsel, shall relieve the Escrow Agent from liability
         for any claims which are occasioned by its bad faith, gross negligence,
         willful misconduct, fraud or any other breach of fiduciary duty, all as
         provided in subsection (d) above;

                  (g) not be bound by any modification,  amendment, termination,
         cancellation,  rescission or supersession of this Agreement, unless the
         same shall be in writing and signed by the parties hereto;

                  (h) if and to the extent it is  uncertain as to its duties and
         rights  hereunder,  be entitled to refrain from taking any action other
         than to keep  all  property  held by it in  escrow  until  it  shall be
         directed  otherwise in a joint writing by the Purchaser Parties and the
         Company  Parties,  in  accordance  with this  Agreement,  or by a final
         judgment of a court or arbitrator of competent jurisdiction;

                  (i) have no liability for any act or omission done pursuant to
         the instructions contained or expressly provided for herein, or written
         instructions  given by joint  instructions of the Purchaser Parties and
         the Company Parties pursuant hereto;

                  (j) have the right, at any time, to resign hereunder by giving
         written  notice of its  resignation  to the  Purchaser  Parties and the
         Company Parties,  in accordance with Section 17 hereof, at least thirty
         (30) business days prior to the date specified for such  resignation to
         take  effect;   in  which  case,   upon  the  effective  date  of  such
         resignation:

                           (i)  all  cash  and  other  payments  and  all  other
                  property  then held by the  Escrow  Agent  hereunder  shall be
                  delivered by it to such Person as may be designated jointly in
                  writing by the  Purchaser  Parties  and the  Company  Parties,
                  whereupon the Escrow Agent's obligations hereunder shall cease
                  and terminate;

                           (ii) if no such  Person has been  designated  by such
                  date, the Escrow Agent's sole responsibility  thereafter shall
                  be to keep all  property  then held by it and to  deliver  the
                  same  to  a  Person  designated  jointly  in  writing  by  the
                  Purchaser  Parties  and the  Company  Parties,  or, if no such
                  Person shall have been so designated,  in accordance  with the
                  directions  of  a  final  order  or  judgment  of a  court  of
                  competent jurisdiction, and the provisions of subsections (f),
                  (j) and (k) of this Section 8 shall remain in effect; and



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                  (k)  be  reimbursed   upon  its  request  for  all  reasonable
         expenses,  disbursements  and  advances  incurred  or  made  by  it  in
         accordance  with any  provisions  of this  Agreement,  except  any such
         expenses, disbursements or advances as may be attributable to its gross
         negligence,  willful  misconduct  (including breach of this Agreement),
         bad faith,  fraud or other breach of fiduciary duty. All reimbursements
         pursuant to this Section 8(k) shall be made by the Company.

                  (l) The Escrow Agent shall not be entitled to  indemnification
         from the Escrow Fund for any  indemnification  required by this Section
         8.

         9.       [INTENTIONALLY OMITTED]

         10.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. The Company
Parties jointly and severally  hereby  represent and warrant to each other party
hereto that:

                  (a) this  Agreement  has been duly  authorized,  executed  and
         delivered by the Company Parties,  and is the legal,  valid and binding
         agreement  of  the  Company  Parties,   enforceable   against  them  in
         accordance with its terms; and

                  (b) the execution,  delivery and performance of this Agreement
         and the consummation of the transactions  contemplated  hereby will not
         violate any  provision  of, or be an event that is or, with the passage
         of time will result in, a violation  of, or result in the  acceleration
         of or  entitle  any party to  accelerate  (whether  after the giving of
         notice or lapse of time or both) any  obligation  under or  pursuant to
         any mortgage,  lien, lease, agreement,  instrument,  order, arbitration
         award,  judgment or decree to which the Company  Parties are a party or
         by which they or any of their assets are bound.

         11.  REPRESENTATIONS  AND  WARRANTIES  OF THE  PURCHASER  PARTIES.  The
Purchaser  Parties  jointly and severally  hereby  represent and warrant to each
other party hereto that:

                  (a) this  Agreement  has been duly  authorized,  executed  and
         delivered by the Purchaser Parties and is the legal,  valid and binding
         agreement  of  the  Purchaser  Parties,  enforceable  against  them  in
         accordance with its terms; and

                  (b) the execution,  delivery and performance of this Agreement
         and the consummation of the transactions  contemplated  hereby will not
         violate any  provision  of, or be an event that is or, with the passage
         of time will result in, a violation  of, or result in the  acceleration
         of or  entitle  any party to  accelerate  (whether  after the giving of
         notice or lapse of time or both) any  obligation  under or  pursuant to
         any mortgage,  lien, lease, agreement,  instrument,  order, arbitration
         award, judgment or decree to which the Purchaser Parties are a party or
         by which they or any of their assets are bound.

         12.  REPRESENTATIONS  AND  WARRANTIES OF THE ESCROW  AGENT.  The Escrow
Agent hereby represents and warrants to each other party hereto that:

                  (a) this  Agreement  has been duly  authorized,  executed  and
         delivered  by the Escrow  Agent,  and is the legal,  valid and  binding
         agreement of the Escrow Agent,  enforceable against the Escrow Agent in
         accordance with its terms; and



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                  (b) the execution,  delivery and performance of this Agreement
         and the consummation of the transactions  contemplated  hereby will not
         violate any  provision  of, or be an event that is or, with the passage
         of time will result in, a violation  of, or result in the  acceleration
         of or  entitle  any party to  accelerate  (whether  after the giving of
         notice or lapse of time or both) any  obligation  under or  pursuant to
         any mortgage,  lien, lease, agreement,  instrument,  order, arbitration
         award,  judgment  or decree to which the Escrow  Agent is a party or by
         which it or any of its assets is bound.

         13. REMOVAL. The Purchaser Parties and the Company Parties may, through
a joint written  notice  delivered  thirty (30) days prior to its effective date
and  designating a substitute  escrow agent,  dismiss the Escrow Agent hereunder
and appoint a successor. Upon the effective date of such replacement, the Escrow
Agent  shall  promptly  account for and deliver to the  successor  escrow  agent
designated in such notice the Escrow Fund, including all investments thereof and
accrued  income  thereon  on the  date of such  accounting  and  delivery.  Upon
acceptance of such accounting and delivery by such successor  escrow agent,  and
upon  reimbursement  to the Escrow Agent of all fees and expenses due  hereunder
through the date of such  accounting  and  delivery,  the Escrow  Agent shall be
released and discharged  form all of its duties and obligations  hereunder,  but
without prejudice to any liability of the Escrow Agent for its gross negligence,
willful  misconduct  (including breach of this Agreement),  bad faith,  fraud or
other breach of fiduciary duty.

         14. ENTIRE AGREEMENT.  This Agreement (together with the Asset Purchase
Agreement and the Ancillary  Documents thereto) embodies the entire agreement of
the parties  hereto with respect to the subject matter hereof and supersedes any
other prior oral or written agreements,  arrangements or understandings  between
the  parties   hereto,   and  any  such  prior   agreements,   arrangements   or
understandings are hereby terminated and of no further effect.

         15. WAIVER. The waiver by any party hereto of a breach of any provision
of this  Agreement  shall not operate or be construed as a further or continuing
waiver of such breach or a waiver of any  subsequent  breach.  No failure on the
part of any party hereto to  exercise,  and no delay in  exercising,  any right,
power or remedy  hereunder  shall  operate  as a waiver  thereof,  nor shall any
single or partial exercise of such right, power or remedy by such party preclude
any other further exercise thereof or the exercise of any other right,  power or
remedy. All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.

         16.  BINDING  EFFECT;  ASSIGNMENT.  This  Agreement  shall inure to the
benefit of, and shall be binding upon the Purchaser Parties, the Company Parties
and the Escrow Agent and their respective successors and permitted assigns.

         17. NOTICES. All notices, demands and other communications provided for
hereunder  shall be in  writing  and shall be given by  personal  delivery,  via
facsimile  transmission  (receipt  telephonically   confirmed),   by  nationally
recognized  overnight  courier  (prepaid),  or by certified or registered  first
class mail, postage prepaid,  return receipt  requested,  sent to each party, at
its/his  address as set forth  below or at such  other  address or in such other
manner as may be designated by such party in written notice to each of the other
parties.  All such notices,  demands and communications  shall be effective when
personally delivered, one (1) business day after



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delivery to the overnight  courier,  upon  telephone  confirmation  of facsimile
transmission  or upon  receipt  after  dispatch by mail to the party to whom the
same is so given or made:

         If to the Company or      Sopheon PLC
         the Company Parent:       Stirling House
                                   Stirling Road
                                   Surrey Research Park
                                   Guildford, Surrey  GU2 5RF
                                   ENGLAND
                                   Facsimile No.:  011-44-1483-883050
                                   Telephone No.:  011-44-1483-883000
                                   Attention:  Barry Mence
                                               Arif Karimjee

         With a copy to:           Briggs and Morgan, Professional Association
                                   2400 IDS Center
                                   80 South Eighth Street
                                   Minneapolis, Minnesota  55402
                                   Facsimile No.:  612-977-8650
                                   Telephone No.:  612-977-8492
                                   Attention:  Michael J. Grimes

         If to the Purchaser       Find/SVP, Inc.
         or the Purchaser          625 Avenue of the Americas
         Parent:                   New York, New York  10011-2020
                                   Facsimile No.: 212-255-7632
                                   Telephone No.: 212-645-4500
                                   Attention:  Chief Executive Officer

         With a copy to:           Kane Kessler, P.C.
                                   1350 Avenue of the Americas
                                   New York, New York  10019-4896
                                   Facsimile No.:  212-245-3009
                                   Telephone No.:  212-541-6222
                                   Attention:  Robert L. Lawrence, Esq.

         If to the Escrow          U.S. Bank National Association
         Agent:                    180 East Fifth Street, EP-MN-T2CT
                                   St. Paul, Minnesota 55101
                                   Attention: Thomas H. Caruth
                                   Facsimile No.: 651-244-0712
                                   Telephone No.: 651-244-0733

Either  party  hereto may change the address to which  notices  shall be sent by
sending  written  notice of such  change of  address  to the  other  parties  in
accordance herewith.



                                       9
<PAGE>


         18. FURTHER ASSURANCES. The parties hereto agree to execute and deliver
such other  documents  or  agreements  and to take such  other  action as may be
reasonably  necessary or desirable for the  implementation of this Agreement and
the consummation of the transactions contemplated hereby.

         19.      INTERPRETATION.

                  (a) HEADINGS.  The section  headings of this Agreement are for
         reference  purposes  only  and  are  to  be  given  no  effect  in  the
         construction or interpretation of this Agreement.

                  (b) CERTAIN TERMS AND QUANTITIES.  In this  Agreement,  in the
         computation  of  periods  of  time  from a  specified  date  to a later
         specified  date, the word "from" means "from and  including," the words
         "to" and "until" each mean "to but  excluding"  and the word  "through"
         means "to and including."  Except in the preceding  sentence,  the word
         "including"  means "including  without  limitation." The words "either"
         and "or" refer to an exclusive choice. Capitalized terms defined in any
         Section of this Agreement shall be used throughout this Agreement as so
         defined.  Where appropriate,  words denoting the singular shall include
         the plural and words denoting the masculine  shall include the feminine
         and neuter.  In all cases  herein where a dollar  amount,  time period,
         percentage  or other  quantity is  expressed  using roman  numerals and
         fully  written  out,  the  latter  expression  shall  govern  over  the
         expression  using  roman  numerals.  A  reference  to conduct  includes
         references to an omission, statement or undertaking.

                  (c) INTERNAL CROSS  REFERENCES.  The words "herein,"  "hereof"
         and  "hereunder"  and  other  words  of  similar  import  refer to this
         Agreement as a whole and not to any particular  section,  subsection or
         clause in this Agreement. Unless otherwise specified, references herein
         to a section,  subsection  or cause refer to the  appropriate  section,
         subsection or clause in this Agreement.

                  (d) NO DRAFTING  PRESUMPTION.  The parties hereto  acknowledge
         and agree that they have  participated  jointly in the  negotiation and
         drafting of this  Agreement.  In the event an  ambiguity or question of
         intent or interpretation  arises,  this Agreement shall be construed as
         if drafted  jointly by the parties  hereto and no presumption or burden
         of proof shall arise favoring or disfavoring any party hereto by virtue
         of the  authorship  of any of the  provisions  of this  Agreement.  The
         parties hereto are familiar with the Asset  Purchase  Agreement and the
         definitions therein.

         20.  COUNTERPARTS  AND  FACSIMILE  SIGNATURES.  This  Agreement  may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original,  but all of which taken  together  shall  constitute  one and the same
instrument. Such execution shall be effective when one or more such counterparts
shall have been executed by each of the parties  hereto and at least one of each
such counterpart  shall have been delivered to each of the other parties hereto.
The  counterparts  of this Agreement and all ancillary  documents  hereto may be
executed and delivered by facsimile signature by any of the parties to any other
party  and the  receiving  party may rely on the  receipt  of such  document  so
executed and delivered by facsimile as if the original had been received.



                                       10
<PAGE>


         21.   MISCELLANEOUS.   This  Agreement  and  its  provisions  shall  be
construed,  governed by and enforced in accordance with the internal laws of the
State of  Delaware,  without  giving  effect  to the  principles  of  comity  or
conflicts of laws  thereof.  This  Agreement  may be amended or modified only in
writing  signed by each of the  parties  hereto.  The parties  hereto  agree and
consent  that any legal  action,  suit or  proceeding  seeking  to  enforce  any
provision of this  Agreement  shall be  instituted  and  adjudicated  solely and
exclusively in any court of general jurisdiction in the State of New York, or in
the United States  District Court having  jurisdiction in the State of New York,
and the  parties  agree that  venue will be proper in such  courts and waive any
objection  that  they may have now or  hereafter  have to the  venue of any such
suit, action or proceeding in such courts, and each hereby irrevocably  consents
and  agrees  to the  jurisdiction  of said  courts in any such  suit,  action or
proceeding.  The parties hereto further agree to accept and acknowledge  service
of any and  all  process  which  may be  served  in any  such  suit,  action  or
proceeding in said courts, and also agree that service of process or notice upon
them  shall be deemed in every  respect  effective  service of process or notice
upon them, in any suit, action or proceeding,  if given or made (i) according to
applicable  law, (ii) by a person over the age of eighteen  (18) who  personally
served  such  notice  or  service  of  process  on a party  hereto,  or (iii) by
certified mail, return receipt requested, mailed to the applicable party at such
party's  address  as set  forth  in this  Agreement  (as such  addresses  may be
hereafter modified by notice given in accordance herewith).

         22. SEVERABILITY. If any provision of this Agreement or the application
of any such  provision  to any Person or  circumstances  shall be held  invalid,
illegal or  unenforceable  in any respect by a court of competent  jurisdiction,
such  invalidity,  illegality  or  unenforceability  shall not  affect any other
provision hereof.

         23. TRANSFERABILITY. The respective interests of the Company Parties in
the Escrow Fund shall not be assignable or transferable, other than by operation
of law or  pursuant  to the  terms  hereof.  Notice  of any such  assignment  or
transfer  by  operation  of law  shall  be  given to the  Escrow  Agent  and the
Purchaser  Parties in accordance with Section 17 hereof,  and no such assignment
or transfer shall be valid until such notice is given.

         24. VOTING OF SHARES. The Company shall have the sole right to vote any
Escrow Shares being held in the name of the Company and to receive any dividends
thereon.

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



                                       11
<PAGE>


days of the effective  date of the event that caused the change in the number or
character  of the shares of  Purchaser's  common  stock.  Upon receipt by Escrow
Agent,  the  Equity  Equivalents  shall be deemed to be  Escrow  Shares  for all
purposes hereof;  provided, that the valuation provisions set forth Section 5(e)
hereof shall be ratably adjusted by the Purchaser in accordance with the actions
of its board of directors causing the Equity Equivalents to be issued.



                            [SIGNATURE PAGE FOLLOWS]














                                       12
<PAGE>


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

COMPANY:                                    COMPANY PARENT:

SOPHEON CORPORATION                         SOPHEON PLC



By /s/Ronald K. Helgeson                    By /s/Arif Karimjee
   ---------------------------------           ---------------------------------
   Its Vice President                          Its Secretary
       -----------------------------               -----------------------------


PURCHASER:                                  PURCHASER PARENT:

TTECH ACQUISITION CORP.                     FIND/SVP, INC.



By /s/Peter Stone                           By Peter Stone
   ---------------------------------           ---------------------------------
   Its Treasurer                               Its Chief Financial Officer
       -----------------------------               -----------------------------


ESCROW AGENT:

U.S. BANK NATIONAL ASSOCIATION


By /s/Thomas H. Carruth
   ---------------------------------
   Its Vice President
       -----------------------------









                      [SIGNATURE PAGE TO ESCROW AGREEMENT]


<PAGE>


                                    EXHIBIT A
                                       TO
                                ESCROW AGREEMENT


                                 STOCK OWNERSHIP

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
        COMPANY               SHARES       PERCENT        TIN                ADDRESS
-----------------------------------------------------------------------------------------------
<S>                      <C>                 <C>      <C>         <C>
  Sopheon Corporation    Purchaser Parent    100      41-1967943  2850 Metro Drive
                               32,700                             Bloomington, Minnesota 55425
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
TTech Acquisition Corp.   Company Parent     100      02-0696604  625 Avenue of the Americas
                              388,350                             New York, NY 10019-4896
-----------------------------------------------------------------------------------------------
</TABLE>











                                      A-1
<PAGE>


                                   SCHEDULE A
                                       TO
                                ESCROW AGREEMENT

                               ESCROW AGENT'S FEES



Acceptance Fee:                                                          $1,000
(Includes review of Agreement and establishing procedures
and controls)

First year's administrative fee:
(payable upon opening account, nonrefundable)

         If all funds are invested in a Money Market Fund
         utilized by U.S. Bank                                           $1,500

         If funds are invested other than above                          $2,000

Subsequent year administration fee:                                    as above
(non-proratable to commence on first anniversary date)











                                  Schedule A-1