Exhibit 4.1

                               PURCHASE AGREEMENT


                  THIS PURCHASE  AGREEMENT  ("Agreement") is made as of the 10th
day of May,  2004 by and  among  Find/SVP,  Inc.,  a New York  corporation  (the
"Company"),  and the Investors set forth on the signature  pages affixed  hereto
(each an "Investor" and collectively the "Investors").

                                    RECITALS

                  A. The Company and the Investors are executing and  delivering
this  Agreement in reliance  upon the  exemption  from  securities  registration
afforded by the provisions of Regulation D  ("Regulation  D"), as promulgated by
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended; and

                  B. The Investors  wish to purchase  from the Company,  and the
Company wishes to sell and issue to the Investors, upon the terms and conditions
stated in this Agreement,  (i) an aggregate of 6,000,000 shares of the Company's
Common  Stock,  par value  $0.0001  per share  (the  "Common  Stock"),  and (ii)
warrants to purchase an  aggregate  of  3,000,000  shares of Common Stock in the
form attached hereto as Exhibit A (the "Warrants"); and

                  C.  Contemporaneous  with the  sale of the  Common  Stock  and
Warrants,  the parties  hereto will  execute and deliver a  Registration  Rights
Agreement,  in the form attached hereto as Exhibit B (the  "Registration  Rights
Agreement"),  pursuant  to which  the  Company  will  agree to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder, and applicable state securities laws.

                  In  consideration  of the mutual  promises made herein and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1. DEFINITIONS.  In addition to those terms defined above and elsewhere
in this Agreement, for the purposes of this Agreement, the following terms shall
have the meanings set forth below:

                  "AFFILIATE"  means,  with  respect  to any  Person,  any other
Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common control with, such Person.

                  "BUSINESS  DAY" means a day,  other than a Saturday or Sunday,
on which  banks  in New York  City  are  open  for the  general  transaction  of
business.

                  "COMMON  STOCK" means the common stock,  par value $0.0001 per
share,  of the Company,  and any  securities  into which the Common Stock may be
reclassified.



<PAGE>

                  "COMMON STOCK EQUIVALENTS" means any securities of the Company
or the  Subsidiaries  which would  entitle the holder  thereof to acquire at any
time Common Stock,  including  without  limitation,  any debt,  preferred stock,
rights,  options,  warrants or other  instrument that is at any time convertible
into or exchangeable  for, or otherwise  entitles the holder thereof to receive,
Common Stock.

                  "COMPANY'S  KNOWLEDGE"  means  the  actual  knowledge  of  the
executive  officers  (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.

                  "CONFIDENTIAL  INFORMATION" means trade secrets,  confidential
information  and  know-how  (including  but  not  limited  to  ideas,  formulae,
compositions,  processes,  procedures and  techniques,  research and development
information,   computer  program  code,  performance   specifications,   support
documentation, drawings, specifications,  designs, business and marketing plans,
and customer and supplier lists and related information).

                  "CONTROL" (including the terms "controlling",  "controlled by"
or "under common control with") means the possession, direct or indirect, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

                  "INTELLECTUAL  PROPERTY"  means  all  of  the  following:  (i)
patents, patent applications,  patent disclosures and inventions (whether or not
patentable  and whether or not reduced to practice);  (ii)  trademarks,  service
marks, trade dress, trade names,  corporate names,  logos,  slogans and Internet
domain names,  together with all goodwill associated with each of the foregoing;
(iii) copyrights and copyrightable  works; (iv) registrations,  applications and
renewals  for  any of the  foregoing;  and  (v)  proprietary  computer  software
(including but not limited to data, data bases and documentation).

                  "MATERIAL  ADVERSE EFFECT" means a material  adverse effect on
(i) the assets,  liabilities,  results of  operations,  condition  (financial or
otherwise),  business, or prospects of the Company and its Subsidiaries taken as
a whole, or (ii) the ability of the Company to perform its obligations under the
Transaction Documents.

                  "PERSON"  means  an  individual,   corporation,   partnership,
limited  liability  company,  trust,  business trust,  association,  joint stock
company,  joint  venture,  sole  proprietorship,   unincorporated  organization,
governmental  authority  or any other  form of entity  not  specifically  listed
herein.

                  "PURCHASE  PRICE" means Thirteen Million Five Hundred Thousand
Dollars and Zero Cents ($13,500,000.00).

                  "REQUIRED INVESTORS" means (i) SSF and (ii) Investors agreeing
hereunder to purchase a majority of the Shares and Warrants.

                  "SEC FILINGS" has the meaning set forth in Section 4.6.


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<PAGE>

                  "SECURITIES"  means the Shares,  the  Warrants and the Warrant
Shares.

                  "SHARES"  means the shares of Common Stock being  purchased by
the Investors hereunder.

                  "SSF"  means  Special   Situations  Fund  III,  L.P.  and  its
successors in interest.

                  "SSF ENTITIES" means, collectively, SSF and its Affiliates.

                  "SUBSIDIARY" has the meaning set forth in Section 4.1.

                  "TRANSACTION DOCUMENTS" means this Agreement, the Warrants and
the Registration Rights Agreement.

                  "WARRANT  SHARES"  means the shares of Common  Stock  issuable
upon the exercise of the Warrants.

                  "1933 ACT" means the  Securities  Act of 1933, as amended,  or
any successor statute, and the rules and regulations promulgated thereunder.

                  "1934  ACT"  means the  Securities  Exchange  Act of 1934,  as
amended,  or any successor  statute,  and the rules and regulations  promulgated
thereunder.

         2. PURCHASE AND SALE OF THE SHARES AND  WARRANTS.  Subject to the terms
and  conditions of this  Agreement,  on the Closing Date,  each of the Investors
shall severally, and not jointly, purchase, and the Company shall sell and issue
to the Investors,  the Shares and Warrants in the  respective  amounts set forth
opposite the Investors' names on the signature pages attached hereto in exchange
for the Purchase Price as specified in Section 3 below.

         3.  CLOSING.  Upon  confirmation  that the other  conditions to closing
specified  herein have been  satisfied or duly waived by the  Investors  and the
Company,  as applicable,  the Company shall deliver to Lowenstein Sandler PC, in
trust,  a certificate or  certificates,  registered in such name or names as the
Investors may designate, representing the Shares and Warrants, with instructions
that such  certificates  are to be held for release to the  Investors  only upon
payment in full of the Purchase Price to the Company by all the Investors.  Upon
such receipt by Lowenstein  Sandler PC of the certificates,  each Investor shall
promptly, but no more than one Business Day thereafter, cause a wire transfer in
same day funds to be sent to the account of the Company as instructed in writing
by the Company,  in an amount  representing  such Investor's pro rata portion of
the Purchase Price as set forth on the signature pages to this Agreement. On the
date  (the  "Closing  Date")  the  Company  receives  the  Purchase  Price,  the
certificates  evidencing  the  Shares  and  Warrants  shall be  released  to the
Investors  (the  "Closing").  The Closing of the purchase and sale of the Shares
and  Warrants  shall take place at the  offices of  Lowenstein  Sandler PC, 1330
Avenue of the  Americas,  21st  Floor,  New York,  New  York,  or at such  other
location and on such other date as the Company and the Investors  shall mutually
agree.


                                      -3-
<PAGE>

         4.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents  and  warrants  to the  Investors  that,  except  as set forth in the
schedules delivered herewith (collectively, the "Disclosure Schedules"):

                  4.1  ORGANIZATION,  GOOD STANDING AND  QUALIFICATION.  Each of
the  Company and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  and has all requisite  corporate  power and authority to carry on
its business as now conducted and to own its properties. Each of the Company and
its  Subsidiaries is duly qualified to do business as a foreign  corporation and
is in good standing in each jurisdiction in which the conduct of its business or
its  ownership  or  leasing of  property  makes  such  qualification  or leasing
necessary  unless the failure to so qualify has not and could not  reasonably be
expected to have a Material  Adverse  Effect.  The  Company's  subsidiaries  are
reflected on SCHEDULE 4.1 hereto (the "Subsidiaries").

                  4.2  AUTHORIZATION.  The Company has full power and  authority
and has taken all  requisite  action on the part of the Company,  its  officers,
directors and stockholders  necessary for (i) the  authorization,  execution and
delivery of the Transaction Documents,  (ii) authorization of the performance of
all  obligations  of  the  Company  hereunder  or  thereunder,   and  (iii)  the
authorization,  issuance  (or  reservation  for  issuance)  and  delivery of the
Securities.  The Transaction  Documents  constitute the legal, valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms,   subject  to   bankruptcy,   insolvency,   fraudulent   transfer,
reorganization,  moratorium and similar laws of general applicability,  relating
to or affecting creditors' rights generally.

                  4.3 CAPITALIZATION. SCHEDULE 4.3 sets forth (a) the authorized
capital  stock of the  Company on the date  hereof;  (b) the number of shares of
capital stock issued and outstanding;  (c) the number of shares of capital stock
issuable  pursuant to the Company's stock plans; and (d) the number of shares of
capital stock issuable and reserved for issuance  pursuant to securities  (other
than the  Shares and the  Warrants)  exercisable  for,  or  convertible  into or
exchangeable  for any shares of capital stock of the Company.  All of the issued
and outstanding  shares of the Company's capital stock have been duly authorized
and validly  issued and are fully paid,  nonassessable  and free of  pre-emptive
rights and were  issued in full  compliance  with  applicable  state and federal
securities law and any rights of third parties.  Except as described on SCHEDULE
4.3,  all of the  issued  and  outstanding  shares  of  capital  stock  of  each
Subsidiary  have been duly  authorized  and  validly  issued and are fully paid,
nonassessable  and free of pre-emptive  rights,  were issued in full  compliance
with applicable state and federal securities law and any rights of third parties
and are owned by the Company,  beneficially  and of record,  subject to no lien,
encumbrance  or other  adverse  claim.  Except as described on SCHEDULE  4.3, no
Person is entitled to  pre-emptive or similar  statutory or  contractual  rights
with respect to any  securities of the Company.  Except as described on SCHEDULE
4.3, there are no outstanding warrants, options, convertible securities or other
rights,  agreements or  arrangements of any character under which the Company or
any of its Subsidiaries is or may be obligated to issue any equity securities of
any kind and except as contemplated  by this Agreement,  neither the Company nor
any of its  Subsidiaries  is currently in  negotiations  for the issuance of any
equity  securities  of any kind.  Except as described on SCHEDULE 4.3 and except
for the Registration Rights Agreement, there are no voting agreements,  buy-sell
agreements, option or right of first purchase agreements or other


                                      -4-
<PAGE>

similar agreements of any kind among the Company and any of the  securityholders
of the Company relating to the securities of the Company held by them. Except as
described  on  SCHEDULE  4.3,  no Person has the right to require the Company to
register any  securities of the Company under the 1933 Act,  whether on a demand
basis or in connection  with the  registration  of securities of the Company for
its own account or for the account of any other Person.

                  Except as described on SCHEDULE  4.3, the issuance and sale of
the Securities hereunder will not obligate the Company to issue shares of Common
Stock or other  securities  to any other Person (other than the  Investors)  and
will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.

                  Except as described on SCHEDULE 4.3, the Company does not have
outstanding  stockholder  purchase  rights  or  "poison  pill"  or  any  similar
arrangement  in effect  giving  any  Person  the right to  purchase  any  equity
interest in the Company upon the occurrence of certain events.

                  4.4 VALID  ISSUANCE.  The  Shares  have been duly and  validly
authorized  and,  when issued and paid for pursuant to this  Agreement,  will be
validly issued, fully paid and nonassessable, and shall be free and clear of all
encumbrances  and  restrictions  (other  than those  created by the  Investors),
except for  restrictions on transfer set forth in the  Transaction  Documents or
imposed by applicable  securities  laws. The Warrants have been duly and validly
authorized.  Upon the due exercise of the Warrants (including the payment of the
exercise price therefor),  the Warrant Shares will be validly issued, fully paid
and non-assessable  free and clear of all encumbrances and restrictions,  except
for  restrictions on transfer set forth in the Transaction  Documents or imposed
by applicable securities laws and except for those created by the Investors. The
Company has reserved a sufficient  number of shares of Common Stock for issuance
upon the  exercise  of the  Warrants,  free and  clear of all  encumbrances  and
restrictions,  except for  restrictions on transfer set forth in the Transaction
Documents or imposed by applicable  securities laws and except for those created
by the Investors.

                  4.5 CONSENTS.  The execution,  delivery and performance by the
Company of the  Transaction  Documents  and the offer,  issuance and sale of the
Securities  require no consent of,  action by or in respect of, or filing  with,
any Person,  governmental body, agency, or official other than filings that have
been made pursuant to applicable  state  securities  laws and post-sale  filings
pursuant  to  applicable  state and  federal  securities  laws which the Company
undertakes to file within the applicable  time periods.  Subject to the accuracy
of the  representations  and  warranties of each Investor set forth in Section 5
hereof,  the Company has taken all action  necessary  to exempt (i) the issuance
and sale of the  Securities,  (ii) the  issuance of the Warrant  Shares upon due
exercise of the Warrants,  and (iii) the other transactions  contemplated by the
Transaction  Documents  from the  provisions of any  shareholder  rights plan or
other "poison pill"  arrangement,  any  anti-takeover,  business  combination or
control  share law or statute  binding on the Company or to which the Company or
any of its  assets  and  properties  may be  subject  and any  provision  of the
Company's Certificate of Incorporation or By-laws that is or could reasonably be
expected to become  applicable to the Investors as a result of the  transactions
contemplated  hereby,   including  without  limitation,   the  issuance  of  the
Securities and the ownership,


                                      -5-
<PAGE>

disposition  or voting of the Securities by the Investors or the exercise of any
right  granted  to the  Investors  pursuant  to  this  Agreement  or  the  other
Transaction Documents.

                  4.6  DELIVERY OF SEC FILINGS;  BUSINESS.  The Company has made
available to the Investors through the EDGAR system, true and complete copies of
the  Company's  most recent Annual Report on Form 10-K for the fiscal year ended
December  31,  2003 (the  "10-K"),  and all other  reports  filed by the Company
pursuant  to the 1934 Act  since  the  filing  of the 10-K and prior to the date
hereof (collectively,  the "SEC Filings").  The SEC Filings are the only filings
required of the Company  pursuant to the 1934 Act for such  period.  The Company
and its Subsidiaries  are engaged in all material  respects only in the business
described in the SEC Filings and the SEC Filings contain a complete and accurate
description  in all  material  respects  of the  business of the Company and its
Subsidiaries, taken as a whole.

                  4.7 USE OF  PROCEEDS.  The  net  proceeds  of the  sale of the
Shares and the  Warrants  hereunder  shall be used by the Company to repay debt,
for  working  capital  and  general  corporate  purposes,  including  to finance
potential acquisition.

                  4.8 NO MATERIAL  ADVERSE  CHANGE.  Since  December  31,  2003,
except as  identified  and  described  in the SEC  Filings  or as  described  on
SCHEDULE 4.8, there has not been:

                    (i) any  change  in the  consolidated  assets,  liabilities,
financial  condition or operating  results of the Company from that reflected in
the  financial  statements  included  in the 10-K,  except  for  changes  in the
ordinary  course of business which have not and could not reasonably be expected
to have a Material Adverse Effect, individually or in the aggregate;


                    (ii) any  declaration  or  payment of any  dividend,  or any
authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;

                    (iii) any material damage,  destruction or loss,  whether or
not  covered by  insurance  to any assets or  properties  of the  Company or its
Subsidiaries;

                    (iv) any waiver, not in the ordinary course of business,  by
the Company or any  Subsidiary of a material right or of a material debt owed to
it;

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

                    (vi) any change or amendment to the Company's Certificate of
Incorporation  or  by-laws,  or  material  change to any  material  contract  or
arrangement  by which the Company or any  Subsidiary is bound or to which any of
their  respective  assets or  properties


                                      -6-
<PAGE>

is subject, except for changes in the ordinary course of business which have not
and  could  not  reasonably  be  expected  to have a  Material  Adverse  Effect,
individually or in the aggregate;

                    (vii)  any  material  labor   difficulties  or  labor  union
organizing   activities  with  respect  to  employees  of  the  Company  or  any
Subsidiary;

                    (viii) any material  transaction entered into by the Company
or a Subsidiary other than in the ordinary course of business;

                    (ix)  the  loss  of the  services  of any key  employee,  or
material  change in the  composition  or duties of the senior  management of the
Company or any Subsidiary; or

                    (x) the loss or  threatened  loss of any customer  which has
had or could reasonably l Adverse Effect.

                  4.9      SEC FILINGS.
                           -----------

                    (a) At the time of filing thereof,  the SEC Filings complied
as to form in all material  respects with the  requirements  of the 1934 Act and
did not contain  any untrue  statement  of a material  fact or omit to state any
material fact  necessary in order to make the  statements  made therein,  in the
light of the circumstances under which they were made, not misleading.

                    (b) Each  registration  statement and any amendment  thereto
filed by the  Company  since  January 1, 2002  pursuant  to the 1933 Act and the
rules and  regulations  thereunder,  as of the date such  statement or amendment
became effective, complied as to form in all material respects with the 1933 Act
and did not contain any untrue statement of a material fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements  made therein not misleading;  and each prospectus  filed pursuant to
Rule  424(b)  under the 1933 Act,  as of its issue date and as of the closing of
any sale of securities  pursuant thereto did not contain any untrue statement of
a material fact or omit to state any material fact 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.

                  4.10 NO CONFLICT, BREACH, VIOLATION OR DEFAULT. The execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
issuance and sale of the Securities will not conflict with or result in a breach
or  violation  of any of the terms and  provisions  of, or  constitute a default
under (i) the Company's  Certificate of Incorporation  or the Company's  Bylaws,
both as in effect on the date  hereof  (true and  complete  copies of which have
been made available to the Investors  through the EDGAR system),  or (ii)(a) any
statute,  rule,  regulation or order of any  governmental  agency or body or any
court, domestic or foreign, having jurisdiction over the Company, any Subsidiary
or any of their respective  material assets or properties,  or (b) any agreement
or instrument to which the Company or any  Subsidiary is a party or by which the
Company or a Subsidiary is bound or to which any of their  respective  assets or
properties  is subject,  except,  in the case of this clause (b) only,  for such
conflicts,


                                      -7-
<PAGE>

breaches  or  violations  as have not and could not  reasonably  be  expected to
result in a Material Adverse Effect, individually or in the aggregate.

                  4.11 TAX MATTERS.  The Company and each  Subsidiary has timely
prepared and filed all tax returns required to have been filed by the Company or
such Subsidiary with all appropriate  governmental  agencies and timely paid all
taxes shown thereon or otherwise owed by it. The charges,  accruals and reserves
on the books of the  Company  in respect  of taxes for all  fiscal  periods  are
adequate in all material respects,  and there are no material unpaid assessments
against the Company or any Subsidiary nor, to the Company's Knowledge, any basis
for the assessment of any additional taxes, penalties or interest for any fiscal
period or audits by any federal,  state or local taxing authority except for any
assessment which is not material to the Company and its Subsidiaries, taken as a
whole.  All taxes and other  assessments  and  levies  that the  Company  or any
Subsidiary  is required  to  withhold  or to collect for payment  have been duly
withheld and collected and paid to the proper governmental entity or third party
when  due.  There  are no tax  liens or  claims  pending  or,  to the  Company's
Knowledge,  threatened  against  the Company or any  Subsidiary  or any of their
respective  assets or property.  Except as described on SCHEDULE 4.11, there are
no outstanding  tax sharing  agreements or other such  arrangements  between the
Company and any Subsidiary or other corporation or entity.

                  4.12  TITLE TO  PROPERTIES.  Except  as  disclosed  in the SEC
Filings or as described on SCHEDULE  4.12,  the Company and each  Subsidiary has
good and marketable  title to all real  properties and all other  properties and
assets owned by it, in each case free from liens,  encumbrances and defects that
would materially  affect the value thereof or materially  interfere with the use
made or currently planned to be made thereof by them; and except as disclosed in
the SEC  Filings,  the  Company  and each  Subsidiary  holds any leased  real or
personal  property under valid and  enforceable  leases with no exceptions  that
would  materially  interfere  with the use made or currently  planned to be made
thereof by them.

                  4.13  CERTIFICATES,  AUTHORITIES AND PERMITS.  The Company and
each Subsidiary possess adequate certificates,  authorities or permits issued by
appropriate  governmental  agencies or bodies  necessary to conduct the business
now  operated by it except where the failure to so possess has not had and could
not reasonably be expected to have a Material Adverse Effect, individually or in
aggregate, and neither the Company nor any Subsidiary has received any notice of
proceedings  relating to the revocation or modification of any such certificate,
authority  or permit  that,  if  determined  adversely  to the  Company  or such
Subsidiary,  could  reasonably  be expected to have a Material  Adverse  Effect,
individually or in the aggregate.

                  4.14  NO  LABOR  DISPUTES.  No material labor dispute with the
employees  of the  Company  or  any  Subsidiary  exists  or,  to  the  Company's
Knowledge, is imminent.

                  4.15  INTELLECTUAL  PROPERTY.  The Company  owns or  possesses
sufficient rights to use all Intellectual Property which is necessary to conduct
its  businesses  as  currently  conducted,  except  where the  failure to own or
possess  such  sufficient  rights  would not  reasonably  be expected to result,
either  individually  or in the aggregate,  in a Material  Adverse  Effect.  The
Company has not received any written notice of, and has no actual  Knowledge of,
any  infringement  of or conflict with asserted rights of others with respect to
any Intellectual Property


                                      -8-
<PAGE>

which, either individually or in the aggregate, if the subject of an unfavorable
decision,  ruling or finding,  would  reasonably  be expected to have a Material
Adverse Effect.

                  4.16  ENVIRONMENTAL  MATTERS.  Neither  the  Company  nor  any
Subsidiary is in violation of any statute, rule,  regulation,  decision or order
of any governmental agency or body or any court,  domestic or foreign,  relating
to the use,  disposal or release of hazardous or toxic substances or relating to
the protection or restoration of the  environment or human exposure to hazardous
or toxic substances  (collectively,  "Environmental Laws"), owns or operates any
real  property   contaminated   with  any  substance  that  is  subject  to  any
Environmental  Laws,  is  liable  for any  off-site  disposal  or  contamination
pursuant to any Environmental  Laws, and is subject to any claim relating to any
Environmental Laws, which violation,  contamination,  liability or claim has had
or could reasonably be expected to have a Material Adverse Effect,  individually
or in the  aggregate;  and there is no pending or, to the  Company's  Knowledge,
threatened investigation that might lead to such a claim.

                  4.17  LITIGATION.  Except as described on SCHEDULE 4.17, there
are no pending actions,  suits or proceedings  against or affecting the Company,
its  Subsidiaries  or  any  of its or  their  properties;  and to the  Company's
Knowledge,  no such  actions,  suits or  proceedings  have  been  threatened  in
writing.

                  4.18 FINANCIAL  STATEMENTS.  The financial statements included
in each SEC Filing present fairly,  in all material  respects,  the consolidated
financial  position of the  Company as of the dates  shown and its  consolidated
results of operations and cash flows for the periods  shown,  and such financial
statements  have been  prepared  in  conformity  with  United  States  generally
accepted  accounting  principles applied on a consistent basis (except as may be
disclosed  therein  or in the  notes  thereto,  and,  in the  case of  quarterly
financial  statements,  as permitted by Form 10-Q under the 1934 Act). Except as
set forth in the financial statements of the Company included in the SEC Filings
filed prior to the date hereof or as  described  on SCHEDULE  4.18,  neither the
Company nor any of its Subsidiaries has incurred any liabilities,  contingent or
otherwise, except those incurred in the ordinary course of business,  consistent
(as to amount and nature) with past  practices  since the date of such financial
statements,  none of which,  individually or in the aggregate, have had or could
reasonably be expected to have a Material Adverse Effect.

                  4.19  INSURANCE  COVERAGE.  The  Company  and each  Subsidiary
maintains in full force and effect  insurance  coverage  that is  customary  for
comparably  situated  companies for the business being  conducted and properties
owned or leased by the Company and each Subsidiary,  and the Company  reasonably
believes such insurance coverage to be adequate against all liabilities,  claims
and risks  against which it is customary for  comparably  situated  companies to
insure.

                  4.20 BROKERS AND FINDERS.  No Person will have, as a result of
the  transactions  contemplated by the Transaction  Documents,  any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for
any commission, fee or other compensation pursuant to any agreement, arrangement
or  understanding  entered  into by or on behalf of the  Company,  other than as
described in SCHEDULE 4.20.


                                      -9-
<PAGE>

                  4.21 NO  DIRECTED  SELLING  EFFORTS OR  GENERAL  SOLICITATION.
Neither  the  Company  nor any Person  acting on its behalf  has  conducted  any
general  solicitation  or  general  advertising  (as  those  terms  are  used in
Regulation D) in connection with the offer or sale of any of the Securities.

                  4.22 NO  INTEGRATED  OFFERING.  Neither the Company nor any of
its  Affiliates,  nor any Person acting on its or their behalf has,  directly or
indirectly,  made any offers or sales of any Company  security or solicited  any
offers to buy any security,  under  circumstances  that would  adversely  affect
reliance by the Company on Section 4(2) for the exemption from  registration for
the  transactions  contemplated  hereby  or would  require  registration  of the
Securities under the 1933 Act.

                  4.23  PRIVATE  PLACEMENT.  Subject  to  the  accuracy  of  the
representations  and  warranties  of the  Investors  contained in Section 5, the
offer and sale of the  Securities  to the  Investors as  contemplated  hereby is
exempt from the registration requirements of the 1933 Act.

                  4.24 QUESTIONABLE PAYMENTS. Neither the Company nor any of its
Subsidiaries nor, to the Company's Knowledge, any of their respective current or
former stockholders,  directors,  officers,  employees,  agents or other Persons
acting on behalf of the Company or any Subsidiary,  has on behalf of the Company
or any Subsidiary or in connection with their  respective  businesses:  (a) used
any corporate funds for unlawful  contributions,  gifts,  entertainment or other
unlawful  expenses  relating  to  political  activity;  (b) made any  direct  or
indirect  unlawful  payments to any  governmental  officials or  employees  from
corporate  funds;  (c) established or maintained any unlawful or unrecorded fund
of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful
bribe, rebate, payoff, influence payment,  kickback or other unlawful payment of
any nature.

                  4.25 TRANSACTIONS WITH AFFILIATES.  Except as disclosed in the
SEC  Filings,  none of the  officers or  directors  of the  Company  and, to the
Company's  Knowledge,  none of the employees of the Company is presently a party
to any transaction with the Company or any Subsidiary  (other than as holders of
stock  options  and/or  warrants,  and for services as  employees,  officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of services to or by,  providing for rental of real or personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the Company's  Knowledge,  any entity in which
any officer,  director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

                  4.26  INTERNAL  CONTROLS.  The  Company  and the  Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization,  and (iv) the recorded  accountability for assets is
compared with the existing assets at reasonable


                                      -10-
<PAGE>

intervals and appropriate  action is taken with respect to any differences.  The
Company has established  disclosure  controls and procedures (as defined in 1934
Act Rules  13a-14 and  15d-14)  for the Company  and  designed  such  disclosure
controls and  procedures  to ensure that  material  information  relating to the
Company, including the Subsidiaries, is made known to the certifying officers by
others  within  those  entities,  particularly  during  the  period in which the
Company's  most recently filed period report under the 1934 Act, as the case may
be, is being  prepared.  The Company's  certifying  officers have  evaluated the
effectiveness  of the Company's  controls and  procedures as of a date within 90
days prior to the filing date of the most recently filed  periodic  report under
the 1934 Act (such date, the "Evaluation  Date").  The Company  presented in its
most recently  filed periodic  report under the 1934 Act the  conclusions of the
certifying  officers  about the  effectiveness  of the  disclosure  controls and
procedures  based on their  evaluations  as of the  Evaluation  Date.  Since the
Evaluation  Date,  there  have  been no  significant  changes  in the  Company's
internal controls (as such term is defined in Item 307(b) of Regulation S-K) or,
to the Company's Knowledge, in other factors that could significantly affect the
Company's internal controls. The Company maintains and will continue to maintain
a standard system of accounting  established and administered in accordance with
GAAP and the applicable requirements of the 1934 Act.

                  4.27 DISCLOSURES. Neither the Company nor any Person acting on
its  behalf has  provided  the  Investors  or their  agents or counsel  with any
information   that  constitutes  or  might   constitute   material,   non-public
information.

         5.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  INVESTORS.  Each  of the
Investors  hereby  severally,  and not jointly,  represents  and warrants to the
Company that:

                  5.1  ORGANIZATION  AND  EXISTENCE.  The  Investor is a validly
existing  corporation,  limited partnership or limited liability company and has
all requisite  corporate,  partnership  or limited  liability  company power and
authority to invest in the Securities pursuant to this Agreement.  Such Investor
(if not an individual) has not been formed for the specific purpose of acquiring
the Securities.  Such Investor has provided the Company with its jurisdiction of
organization and its principal place of business.

                  5.2 AUTHORIZATION;  NON-CONTRAVENTION. The execution, delivery
and  performance  by the  Investor of the  Transaction  Documents  to which such
Investor is a party have been duly authorized and will each constitute the valid
and legally binding obligation of the Investor, enforceable against the Investor
in accordance with their respective  terms,  subject to bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability,  relating  to  or  affecting  creditors'  rights  generally.  The
execution,  delivery and performance of this Agreement by such Investor, and the
consummation by such Investor of the transactions  contemplated  hereby,  do not
(i) contravene or conflict with the  organizational  documents of such Investor;
nor (ii) constitute a violation of any provision of any federal, state, local or
foreign law, rule, regulation, order or decree applicable to such Investor.

                  5.3 PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The  Securities to be
received by the  Investor  hereunder  will be acquired  for the  Investor's  own
account,  not as  nominee  or  agent,  and  not  with a view  to the  resale  or
distribution  of any part thereof in violation of the 1933 Act, and


                                      -11-
<PAGE>

the Investor has no present intention of selling, granting any participation in,
or otherwise  distributing  the same in violation of the 1933 Act. Such Investor
does not have any agreement or  understanding,  whether or not legally  binding,
direct or indirect,  with any other Person to sell or otherwise  distribute  the
Securities.  The Investor is not a broker dealer  registered  with the SEC under
the 1934 or an entity  engaged  in a  business  that  would  require it to be so
registered.

                  5.4 INVESTMENT  EXPERIENCE.  The Investor acknowledges that it
can bear the economic risk and complete loss of its investment in the Securities
and has such knowledge and  experience in financial or business  matters that it
is capable of  evaluating  the merits and risks of the  investment  contemplated
hereby.  Such Investor  understands that the purchase of the Securities involves
substantial risk.

                  5.5  DISCLOSURE  OF  INFORMATION.  The  Investor  has  had  an
opportunity  to  receive  all  additional  information  related  to the  Company
requested  by it and to ask  questions  of and receive  answers from the Company
regarding the terms and  conditions  of the issuance and sale of the  Securities
and the business,  properties,  prospects and financial condition of the Company
and to  obtain  any  additional  information  requested  and  has  received  and
considered  all  information  such Investor  deems  relevant to make an informed
decision to purchase the Securities. The Investor acknowledges receipt of copies
of the  SEC  Filings.  Neither  such  inquiries  nor  any  other  due  diligence
investigation  conducted  by the  Investor  shall  modify,  amend or affect  the
Investor's  right  to  rely  on the  Company's  representations  and  warranties
contained in this Agreement.

                  5.6 RESTRICTED  SECURITIES.  The Investor understands that the
Securities are  characterized as "restricted  securities" under the U.S. 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 1933 Act only in certain limited circumstances.

                  5.7 LEGENDS.  It is understood that, except as provided below,
certificates  evidencing  the  Securities  may bear the following or any similar
legend:

                    (a)  "The   securities   represented   hereby   may  not  be
transferred unless (i) such securities have been registered for sale pursuant to
the  Securities  Act of 1933,  as  amended,  (ii)  such  securities  may be sold
pursuant to Rule 144(k), or (iii) the Company has received an opinion of counsel
reasonably  satisfactory  to it that such  transfer may lawfully be made without
registration under the Securities Act of 1933 or qualification  under applicable
state securities laws."

                    (b)  If  required  by  the   authorities  of  any  state  in
connection with the issuance of sale of the  Securities,  the legend required by
such state authority.

                  5.8  ACCREDITED  INVESTOR.   The   Investor  is an  accredited
investor as defined in Rule 501(a) of Regulation  D, as amended,  under the 1933
Act.


                                      -12-
<PAGE>

                  5.9 NO GENERAL SOLICITATION. The Investor did not learn of the
investment  in the  Securities  by  means  of any  form  of  general  or  public
solicitation or general advertising,  or publicly disseminated advertisements or
sales  literature,  including (i) any  advertisement,  article,  notice or other
communication  published  in any  newspaper,  magazine,  or  similar  media,  or
broadcast over television or radio, or (ii) any seminar or meeting to which such
Investor was invited by any of the foregoing means of communications.

                  5.10 BROKERS AND FINDERS.  No Person will have, as a result of
the  transactions  contemplated by the Transaction  Documents,  any valid right,
interest or claim against or upon the Company, any Subsidiary or an Investor for
any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Investor.

                  5.11 PROHIBITED TRANSACTIONS. During the last thirty (30) days
prior to the date hereof, no Investor has,  directly or indirectly,  effected or
agreed to effect any short sale, whether or not against the box, established any
"put equivalent  position" (as defined in Rule 16a-1(h) under the 1934 Act) with
respect  to the  Common  Stock,  granted  any other  right  (including,  without
limitation,  any put or call  option)  with  respect to the Common Stock or with
respect to any security  that  includes,  relates to or derived any  significant
part of its  value  from the  Common  Stock or  otherwise  sought  to hedge  its
position in the  Securities  (each,  a "Prohibited  Transaction").  Prior to the
earlier of (i) the termination of this  Agreement,  or (ii) the Closing Date, no
Investor shall engage, directly or indirectly, in a Prohibited Transaction. Each
Investor  acknowledges that the representations and warranties contained in this
Section  5.11 are being  made for the  benefit of the  Investors  as well as the
Company and that each of the other Investors shall have an independent  right to
assert any claims against any Investor arising out of any breach or violation of
the provisions of this Section 5.11.

         6. CONDITIONS TO CLOSING.

                  6.1 CONDITIONS TO THE INVESTORS'  OBLIGATIONS.  The obligation
of the  Investors  to  purchase  the Shares and the  Warrants  at the Closing is
subject to the  fulfillment to the Investors'  satisfaction,  on or prior to the
Closing  Date,  of the  following  conditions,  any of which may be waived by an
Investor (as to itself only):

                    (a) The  representations  and warranties made by the Company
in Section 4 hereof qualified as to materiality shall be true and correct at all
times  prior  to and  on the  Closing  Date,  except  to  the  extent  any  such
representation or warranty expressly speaks as of an earlier date, in which case
such  representation  or warranty  shall be true and correct as of such  earlier
date, and, the  representations  and warranties made by the Company in Section 4
hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any
such representation or warranty expressly speaks as of an earlier date, in which
case such  representation  or warranty shall be true and correct in all material
respects as of such  earlier  date.  The  Company  shall have  performed  in all
material respects all obligations and conditions herein required to be performed
or observed by it on or prior to the Closing Date.


                                      -13-
<PAGE>

                    (b) The Company  shall have  obtained any and all  consents,
permits, approvals,  registrations and waivers necessary for consummation of the
purchase  and  sale  of  the  Securities  and  the  consummation  of  the  other
transactions contemplated by the Transaction Documents, all of which shall be in
full force and effect.

                    (c) The  Company  shall  have  executed  and  delivered  the
Registration Rights Agreement.

                    (d) No judgment, writ, order, injunction, award or decree of
or by any court, or judge, justice or magistrate, including any bankruptcy court
or judge,  or any order of or by any  governmental  authority,  shall  have been
issued,  and  no  action  or  proceeding  shall  have  been  instituted  by  any
governmental  authority,   enjoining  or  preventing  the  consummation  of  the
transactions contemplated hereby or in the other Transaction Documents.

                    (e) The Company shall have delivered a Certificate, executed
on behalf of the Company by its Chief  Executive  Officer or its Chief Financial
Officer,  dated as of the Closing  Date,  certifying to the  fulfillment  of the
conditions specified in subsections (a), (b), (d) and (h) of this Section 6.1.

                    (f) The Company shall have delivered a Certificate, executed
on  behalf  of the  Company  by its  Secretary,  dated as of the  Closing  Date,
certifying  the  resolutions  adopted by the Board of  Directors  of the Company
approving  the  transactions  contemplated  by  this  Agreement  and  the  other
Transaction Documents and the issuance of the Securities, certifying the current
versions  of the  Certificate  of  Incorporation  and Bylaws of the  Company and
certifying as to the signatures and authority of persons signing the Transaction
Documents and related documents on behalf of the Company.

                    (g) The  Investors  shall have received an opinion from Kane
Kessler,  P.C., the Company's counsel, dated as of the Closing Date, in form and
substance  reasonably  acceptable  to the Investors  and  addressing  such legal
matters as the Investors may reasonably request.

                    (h) No stop order or  suspension  of trading shall have been
imposed by the SEC or any other  governmental or regulatory body with respect to
public trading in the Common Stock.

                    (i) No statute, rule,  regulation,  executive order, decree,
ruling,  injunction,  action,  proceeding  or  interpretation  shall  have  been
enacted, entered, promulgated,  endorsed or adopted by any court or governmental
authority of  competent  jurisdiction  or any  self-regulatory  organization  or
trading market or the staff of any of the foregoing,  having  authority over the
matters  contemplated  hereby which  questions the validity of, or challenges or
prohibits the  consummation  of, any of the  transactions  contemplated  by this
Agreement.

                    (j) Petra  Mezzanine  Fund,  L.P.  shall have  executed  and
delivered the Lock-up Agreement in the form attached hereto as EXHIBIT C.


                                      -14-
<PAGE>

                    (k) Petra  Mezzanine  Fund,  L.P.  shall have  executed  and
delivered the Waiver in the form attached hereto as EXHIBIT D.

                    (l) David  Walke  and  Walke  Associates,  Inc.  shall  have
executed and  delivered  the Lock-up  Agreement in the form  attached  hereto as
EXHIBIT E.

                    (m) Martin E. Franklin and Marlin  Equities,  LLC shall have
executed and  delivered  the Lock-up  Agreement in the form  attached  hereto as
EXHIBIT F.

                    (n) Marlin Equities,  LLC and Walke  Associates,  Inc. shall
have executed and delivered the Waiver in the form attached hereto as EXHIBIT G.

                  6.2 CONDITIONS TO  OBLIGATIONS  OF THE COMPANY.  The Company's
obligation  to sell and issue the  Shares  and the  Warrants  at the  Closing is
subject to the fulfillment to the satisfaction of the Company on or prior to the
Closing  Date of the  following  conditions,  any of which  may be waived by the
Company:

                    (a) The representations and warranties made by the Investors
in Section 5 hereof,  other than the representations and warranties contained in
Sections   5.3,   5.4,   5.5,   5.6,   5.7,   5.8  and  5.9   (the   "Investment
Representations"), shall be true and correct in all material respects when made,
and shall be true and correct in all material  respects on the Closing Date with
the same force and  effect as if they had been made on and as of said date.  The
Investment  Representations shall be true and correct in all respects when made,
and shall be true and correct in all  respects on the Closing Date with the same
force and effect as if they had been made on and as of said date.  The Investors
shall have  performed in all material  respects all  obligations  and conditions
herein  required to be  performed or observed by them on or prior to the Closing
Date.

                    (b) The  Investors  shall have  executed and  delivered  the
Registration Rights Agreement.

                    (c) The Investors shall have delivered the Purchase Price to
the Company.

                    (d) No statute, rule,  regulation,  executive order, decree,
ruling,  injunction,  action,  proceeding  or  interpretation  shall  have  been
enacted, entered, promulgated,  endorsed or adopted by any court or governmental
authority of  competent  jurisdiction  or any  self-regulatory  organization  or
trading market or the staff of any of the foregoing,  having  authority over the
matters  contemplated  hereby which  questions the validity of, or challenges or
prohibits the  consummation  of, any of the  transactions  contemplated  by this
Agreement.

                  6.3     TERMINATION OF OBLIGATIONS TO EFFECT CLOSING; EFFECTS.
                          -----------------------------------------------------

                    (a) The obligations of the Company, on the one hand, and the
Investors, on the other hand, to effect the Closing shall terminate as follows:


                                      -15-
<PAGE>

                    (i) Upon the mutual  written  consent of the Company and the
Investors;

                    (ii) By the  Company if any of the  conditions  set forth in
Section 6.2 shall have become incapable of fulfillment,  and shall not have been
waived by the Company;

                    (iii) By an Investor (with respect to itself only) if any of
the  conditions  set  forth in  Section  6.1  shall  have  become  incapable  of
fulfillment, and shall not have been waived by the Investor; or

                    (iv) By either the Company or any Investor  (with respect to
itself only) if the Closing has not occurred on or prior to May 15, 2004;

provided,  however,  that,  except in the case of clause  (i)  above,  the party
seeking to terminate  its  obligation to effect the Closing shall not then be in
breach  of any of  its  representations,  warranties,  covenants  or  agreements
contained in this  Agreement or the other  Transaction  Documents if such breach
has  resulted  in the  circumstances  giving  rise to such  party's  seeking  to
terminate its obligation to effect the Closing.

                  (b) In the event of termination by the Company or any Investor
of its obligations to effect the Closing  pursuant to this Section 6.3,  written
notice  thereof  shall  forthwith be given to the other  Investors and the other
Investors  shall have the right to  terminate  their  obligations  to effect the
Closing upon written notice to the Company and the other  Investors.  Nothing in
this Section 6.3 shall be deemed to release any party from any liability for any
breach by such party of the terms and  provisions of this Agreement or the other
Transaction  Documents  or to impair  the right of any party to compel  specific
performance  by any other party of its  obligations  under this Agreement or the
other Transaction Documents.

         7. COVENANTS AND AGREEMENTS OF THE COMPANY.

                  7.1  RESERVATION  OF COMMON  STOCK.  The Company  shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common  Stock,  solely for the  purpose of  providing  for the  exercise  of the
Warrants, such number of shares of Common Stock as shall from time to time equal
the number of shares  sufficient  to permit the exercise of the Warrants  issued
pursuant to this Agreement in accordance with their respective terms.

                  7.2 REPORTS. The Company will furnish to such Investors and/or
their assignees such information relating to the Company and its Subsidiaries as
from time to time may  reasonably  be requested by such  Investors  and/or their
assignees;  provided,  however,  that the Company  shall not  disclose  material
nonpublic information to the Investors,  or to advisors to or representatives of
the  Investors,  unless  prior to  disclosure  of such  information  the Company
identifies such information as being material nonpublic information and provides
the Investors,  such advisors and representatives with the opportunity to accept
or refuse to accept  such  material  nonpublic  information  for  review and any
Investor  wishing  to  obtain  such  information   enters  into  an  appropriate
confidentiality agreement with the Company with respect thereto.


                                      -16-
<PAGE>

                  7.3 NO CONFLICTING  AGREEMENTS.  The Company will not take any
action,  enter into any agreement or make any commitment  that would conflict or
interfere  in  any  material  respect  with  the  Company's  obligations  to the
Investors under the Transaction Documents.

                  7.4 INSURANCE.   The  Company shall not materially  reduce the
insurance coverages described in Section 4.19.

                  7.5  COMPLIANCE  WITH LAWS.  The  Company  will  comply in all
material  respects with all  applicable  laws,  rules,  regulations,  orders and
decrees of all governmental authorities.

                  7.6 LISTING OF UNDERLYING  SHARES AND RELATED MATTERS.  If the
Company applies to have its Common Stock or other securities traded on any stock
exchange  or market,  it shall  include in such  application  the Shares and the
Warrant  Shares and will take such other  action as is  necessary  to cause such
Common Stock to be so listed.

                  7.7  TERMINATION OF COVENANTS.  The provisions of Sections 7.2
through 7.5 shall terminate and be of no further force and effect on the date on
which the  Company's  obligations  under the  Registration  Rights  Agreement to
register  or  maintain  the  effectiveness  of  any  registration  covering  the
Registrable  Securities  (as such term is  defined  in the  Registration  Rights
Agreement) shall terminate.

                  7.8 REMOVAL OF LEGENDS.  Upon the earlier of (i)  registration
for resale  pursuant to the  Registration  Rights  Agreement  and receipt by the
Company of the Investor's written  confirmation that such Securities will not be
disposed of except in compliance  with the prospectus  delivery  requirements of
the 1933 Act or (ii) Rule 144(k) becoming  available the Company shall,  upon an
Investor's  written  request,   promptly  cause   certificates   evidencing  the
Investor's  Securities to be replaced with  certificates  which do not bear such
restrictive legends, and Warrant Shares subsequently issued upon due exercise of
the Warrants shall not bear such restrictive  legends provided the provisions of
either  clause (i) or clause (ii)  above,  as  applicable,  are  satisfied  with
respect to such Warrant Shares. When the Company is required to cause unlegended
certificates to replace previously issued legended  certificates,  if unlegended
certificates  are not delivered to an Investor  within five (5) Business Days of
submission by that Investor of legended certificate(s) to the Company's transfer
agent together with a representation letter in customary form, the Company shall
be liable to the Investor for liquidated damages in an amount equal to 1% of the
aggregate purchase price of the Securities  evidenced by such certificate(s) for
each thirty (30) day period (or pro rata for any  portion  thereof)  beyond such
three  (3)  Business  Day  that  the  unlegended  certificates  have not been so
delivered.

                  7.9 RIGHT OF FIRST REFUSAL ON FUTURE FINANCINGS. From the date
hereof until one year after the Closing  Date,  upon the issuance by the Company
of its  Common  Stock  or  Common  Stock  Equivalents  for  cash (a  "Subsequent
Financing"),  each  Investor  shall  have  the  right  to  participate  in  such
Subsequent  Financing up to such portion as the number of shares of Common Stock
purchased  or  purchasable   hereunder   beneficially  owned  by  such  Investor
(determined  pursuant  to Rule  13d-3) at the time bears to the total  shares of
Common  Stock


                                      -17-
<PAGE>

outstanding,  plus any shares of Common Stock issuable to such Investor pursuant
to Warrants  held by such Investor at such time. At least five (5) Business Days
prior to the closing of the Subsequent  Financing,  the Company shall deliver to
each Investor a written notice of its intention to effect a Subsequent Financing
("Pre-Notice"),  which  Pre-Notice shall ask such Investor if it wants to review
the details of such financing (such additional  notice, a "Subsequent  Financing
Notice").  Upon the request of an Investor,  and only upon such  request,  for a
Subsequent  Financing Notice, the Company shall promptly,  but no later than one
Business Day after such request,  deliver a Subsequent  Financing Notice to such
Investor.  The Subsequent  Financing Notice shall describe in reasonable  detail
the proposed terms of such Subsequent Financing, the amount of proceeds intended
to be raised  thereunder,  the Person  with whom such  Subsequent  Financing  is
proposed to be effected,  and attached to which shall be a term sheet or similar
document  relating  thereto.  The  Investors  agreeing  to  participate  in  the
Subsequent Financing (the "Participating Investors") shall notify the Company by
6:30 p.m.  (New York City  time) on the fifth  (5th)  Business  Day after  their
receipt of the Subsequent  Financing Notice of their  willingness to participate
in the Subsequent  Financing on the terms described in the Subsequent  Financing
Notice,  subject to completion of mutually acceptable  documentation.  If one or
more Investors fail to notify the Company of their willingness to participate in
such Subsequent Financing, the Company may effect such Subsequent Financing with
the Participating Investors on the terms and with such other Person as set forth
in the Subsequent Financing Notice;  provided that each Investor will again have
the  right  of  first  refusal  set  forth  above in this  Section  7.9,  if the
Subsequent  Financing subject to the initial Subsequent  Financing Notice is not
consummated for any reason on the terms set forth in such  Subsequent  Financing
Notice  within  60  Business  Days  after  the  date of the  initial  Subsequent
Financing  Notice  with the  Participating  Investors  and such other  Person as
identified in the Subsequent  Financing Notice. Each Investor may allocate their
portion of the Subsequent  Financing among each Investors  respective  affiliate
entities  as they  determine  in  their  sole  discretion.  Notwithstanding  the
foregoing,  this  Section 7.9 shall not apply in respect of the  issuance of (a)
shares of  Common  Stock or  options  to  employees,  consultants,  officers  or
directors of the Company  pursuant to any stock or option plan duly adopted by a
majority of the non-employee members of the Board of Directors of the Company or
a majority of the members of a committee of non-employee  directors  established
for such purpose and (b)  securities  upon the exercise of or  conversion of any
convertible  securities,  options or warrants issued and outstanding on the date
of this Agreement, provided that such securities have not been amended since the
date of this Agreement.

         8. SURVIVAL AND INDEMNIFICATION.

                  8.1 SURVIVAL. The representations,  warranties,  covenants and
agreements  contained  in  this  Agreement  shall  survive  the  Closing  of the
transactions  contemplated by this Agreement for a period of two years after the
Closing.

                  8.2 INDEMNIFICATION.   The  Company   agrees to indemnify  and
hold harmless each Investor and its Affiliates and their  respective  directors,
officers,  employees  and agents from and  against  any and all losses,  claims,
damages,  liabilities  and expenses  (including  without  limitation  reasonable
attorney fees and  disbursements  and other expenses incurred in connection with
investigating,  preparing or defending any action, claim or proceeding,  pending


                                      -18-
<PAGE>

or threatened and the costs of enforcement thereof) (collectively,  "Losses") to
which  such   Person   may  become   subject  as  a  result  of  any  breach  of
representation,  warranty,  covenant or agreement  made by or to be performed on
the part of the Company under the Transaction Documents,  and will reimburse any
such Person for all such amounts as they are incurred by such Person.

                  8.3 CONDUCT OF INDEMNIFICATION   PROCEEDINGS.   Promptly after
receipt by any Person (the "Indemnified  Person") of notice of any demand, claim
or  circumstances  which would or might give rise to a claim or the commencement
of any action,  proceeding or investigation in respect of which indemnity may be
sought  pursuant to Section 8.2, such  Indemnified  Person shall promptly notify
the  Company in writing  and the  Company  shall  assume  the  defense  thereof,
including the employment of counsel reasonably  satisfactory to such Indemnified
Person,  and  shall  assume  the  payment  of all fees and  expenses;  PROVIDED,
HOWEVER,  that the  failure of any  Indemnified  Person so to notify the Company
shall not relieve the Company of its obligations  hereunder except to the extent
that the Company is materially prejudiced by such failure to notify. In any such
proceeding,  any  Indemnified  Person  shall  have the right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such Indemnified Person unless: (i) the Company and the Indemnified Person shall
have mutually agreed to the retention of such counsel; or (ii) in the reasonable
judgment of counsel to such Indemnified Person representation of both parties by
the same counsel  would be  inappropriate  due to actual or potential  differing
interests  between them.  The Company shall not be liable for any  settlement of
any proceeding effected without its written consent,  which consent shall not be
unreasonably  withheld, but if settled with such consent, or if there be a final
judgment for the plaintiff,  the Company shall  indemnify and hold harmless such
Indemnified  Person from and against any loss or liability (to the extent stated
above) by reason of such  settlement  or  judgment.  Without  the prior  written
consent of the  Indemnified  Person,  which  consent  shall not be  unreasonably
withheld,  the  Company  shall not  effect  any  settlement  of any  pending  or
threatened  proceeding  in respect of which any  Indemnified  Person is or could
have  been a party  and  indemnity  could  have been  sought  hereunder  by such
Indemnified Party, unless such settlement  includes an unconditional  release of
such Indemnified Person from all liability arising out of such proceeding.

         9. MISCELLANEOUS.

                  9.1 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
by a party  hereto  without  the prior  written  consent  of the  Company or the
Investors,  as applicable,  provided,  however,  that an Investor may assign its
rights and delegate its duties  hereunder in whole or in part to an Affiliate or
to a  third  party  acquiring  some  or  all  of  its  Securities  in a  private
transaction  without  the prior  written  consent  of the  Company  or the other
Investors;  provided,  that such transferee agrees in writing to be bound by the
terms,  provisions  and  conditions of this  Agreement,  and such transfer is in
compliance  with all of the terms and provisions of this Agreement and permitted
by federal and state  securities  laws;  and,  provided,  further,  that no such
assignment  or  obligation   shall  affect  the  obligations  of  such  Investor
hereunder. The provisions of this Agreement shall inure to the benefit of and be
binding upon the  respective  permitted  successors  and assigns of the parties.
Nothing in this  Agreement,  express or implied,  is intended to confer upon any
party other than the parties hereto or their


                                      -19-
<PAGE>

respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

                  9.2 COUNTERPARTS; FAXES. 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.  This Agreement may
also be executed via facsimile, which shall be deemed an original.

                  9.3 TITLES AND  SUBTITLES.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  9.4 NOTICES. Unless otherwise provided, any notice required or
permitted  under this  Agreement  shall be given in writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or telecopier or electronic  mail,  then such notice shall be deemed given
upon receipt of  confirmation of complete  transmittal,  (iii) if given by mail,
then such notice  shall be deemed  given upon the earlier of (A) receipt of such
notice by the  recipient  or (B) three days after such  notice is  deposited  in
first  class  mail,  postage  prepaid,  and (iv) if given by an  internationally
recognized  overnight  air  courier,  then such notice shall be deemed given one
business day after  delivery to such carrier.  All notices shall be addressed to
the party to be notified at the address as follows,  or at such other address as
such party may designate by ten days' advance written notice to the other party:

                           If to the Company:

                            Find/SVP, Inc.
                            625 Avenue of the Americas
                            New York, NY 10011
                            Fax:  (212) 255-7632
                            Email: pstone@findsvp.com
                            Attention:  Mr. David Walke

                            with a copy to:

                            Kane Kessler, P.C.
                            1350 Avenue of the Americas
                            New York, NY 10019
                            Fax:  (212) 245-3009
                            Email: mhollander@kanekessler.com
                            Attention:  Robert L. Lawrence, Esq.
                                        Mitchell D. Hollander, Esq.


                                      -20-
<PAGE>

                           If to the Investors:

to the addresses set forth on the signature pages hereto.

                  9.5 EXPENSES. The parties hereto shall pay their own costs and
expenses  in  connection  herewith,  except  that  the  Company  shall  pay  the
reasonable fees and expenses of counsel to the Investors, not to exceed $30,000.
Such  expenses  shall be paid not later  than the  Closing.  The  Company  shall
reimburse the Investors  upon demand for all reasonable  out-of-pocket  expenses
incurred  by  the  Investors,  including  without  limitation  reimbursement  of
attorneys'   fees  and   disbursements,   in  connection   with  any  amendment,
modification or waiver of this Agreement or the other Transaction Documents.  In
the event that legal  proceedings  are commenced by any party to this  Agreement
against another party to this Agreement in connection with this Agreement or the
other Transaction  Documents,  the party or parties which do not prevail in such
proceedings  shall severally,  but not jointly,  pay their pro rata share of the
reasonable attorneys' fees and other reasonable out-of-pocket costs and expenses
incurred by the prevailing party in such proceedings.

                  9.6 AMENDMENTS AND WAIVERS.  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  Required
Investors.  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,  each future holder of all such  Securities,
and the Company.

                  9.7 PUBLICITY. Except as set forth below, no public release or
announcement concerning the transactions  contemplated hereby shall be issued by
the Company or the  Investors  without the prior  consent of the Company (in the
case of a release or  announcement  by the  Investors)  or SSF (in the case of a
release  or   announcement   by  the  Company)  (which  consents  shall  not  be
unreasonably  withheld),  except as such release or  announcement as the Company
reasonably  determines  may  be  required  by law or  the  applicable  rules  or
regulations of any securities  exchange or securities  market, in which case the
Company or the Investors, as the case may be, shall allow SSF or the Company, as
applicable,   to  the  extent  reasonably   practicable  in  the  circumstances,
reasonable  time to comment on such release or  announcement  in advance of such
issuance.  By 8:30 a.m.  (New York City  time) on the  trading  day  immediately
following the Closing Date,  the Company shall issue a press release  disclosing
the  consummation of the transactions  contemplated by this Agreement.  No later
than the third trading day  following the Closing Date,  the Company will file a
Current  Report  on Form  8-K  attaching  the  press  release  described  in the
foregoing sentence as well as copies of the Transaction Documents.  In addition,
the  Company  will make such other  filings  and  notices in the manner and time
required  by the SEC.  Notwithstanding  the  foregoing,  the  Company  shall not
publicly disclose the name of any Investor,  or include the name of any Investor
in any  filing  with the SEC  (other  than the  Registration  Statement  and any
exhibits to filings made in respect of this  transaction  or in accordance  with
periodic  filing  requirements  under  the 1934 Act) or any  regulatory  agency,
without the prior written  consent of such  Investor,  except to the extent that
the Company  reasonably  determines  that such  disclosure is required by law or
trading  market  regulations,  in  which  case the  Company  shall  provide  the
Investors with prior notice of such disclosure.


                                      -21-
<PAGE>

                  9.8  SEVERABILITY.  Any  provision of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any  provision of law which  renders any  provision  hereof  prohibited or
unenforceable in any respect.

                  9.9 ENTIRE AGREEMENT.  This Agreement,  including the Exhibits
and the Disclosure Schedules, and the other Transaction Documents constitute the
entire  agreement  among the parties  hereof with respect to the subject  matter
hereof and thereof and supersede all prior agreements and  understandings,  both
oral and written,  between the parties with respect to the subject matter hereof
and thereof.

                  9.10 FURTHER ASSURANCES. The parties shall execute and deliver
all such further  instruments  and  documents and take all such other actions as
may reasonably be required to carry out the transactions contemplated hereby and
to evidence the fulfillment of the agreements herein contained.

                  9.11 GOVERNING LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY
TRIAL.  This Agreement  shall be governed by, and construed in accordance  with,
the internal  laws of the State of New York without  regard to the choice of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
exclusive  jurisdiction  of the  courts of the State of New York  located in New
York County and the United States  District  Court for the Southern  District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising  out of this  Agreement  and the  transactions  contemplated  hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party  hereto  anywhere  in the world by the same  methods as are
specified  for the giving of notices under this  Agreement.  Each of the parties
hereto  irrevocably  consents to the  jurisdiction of any such court in any such
suit,  action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or  proceeding  brought in such courts and  irrevocably  waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH RESPECT TO THIS  AGREEMENT  AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

                  9.12 INDEPENDENT NATURE OF INVESTORS'  OBLIGATIONS AND RIGHTS.
The obligations of each Investor under any Transaction  Document are several and
not joint with the obligations of any other  Investor,  and no Investor shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  under any  Transaction  Document.  The  decision  of each  Investor to
purchase Securities pursuant to the Transaction  Documents has been made by such
Investor independently of any other Investor. Nothing contained herein or in any
Transaction  Document,  and no action  taken by any Investor  pursuant  thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create


                                      -22-
<PAGE>

a presumption  that the Investors are in any way acting in concert or as a group
with  respect  to  such  obligations  or the  transactions  contemplated  by the
Transaction  Documents.  Each Investor  acknowledges  that no other Investor has
acted as agent for such  Investor  in  connection  with  making  its  investment
hereunder  and that no  Investor  will be  acting as agent of such  Investor  in
connection  with  monitoring  its  investment in the Securities or enforcing its
rights  under the  Transaction  Documents.  Each  Investor  shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction  Documents,
and it  shall  not be  necessary  for any  other  Investor  to be  joined  as an
additional  party in any proceeding for such purpose.  The Company  acknowledges
that each of the Investors has been provided with the same Transaction Documents
for the purpose of closing a transaction with multiple Investors and not because
it was required or requested to do so by any Investor.

                            [signature page follows]


                                      -23-
<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
or caused their duly  authorized  officers to execute  this  Agreement as of the
date first above written.

The Company:                                FIND/SVP, INC.



                                            By:    /s/ Peter M. Stone
                                               ------------------------------
                                            Name:  Peter M. Stone
                                            Title: Chief Financial Officer



                                      -24-
<PAGE>


The Investors:                              SPECIAL SITUATIONS FUND III, L.P.



                                            By: /s/ David M. Greenhouse
                                            ---------------------------
                                            Name: David M. Greenhouse
                                            Title: General Partner



                                            SPECIAL SITUATIONS CAYMAN FUND, L.P.



                                            By: /s/ David M. Greenhouse
                                            ---------------------------
                                            Name: David M. Greenhouse
                                            Title: General Partner



                                      -25-
<PAGE>


                                    SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.



                                            By: /s/ David M. Greenhouse
                                            ---------------------------
                                            Name: David M. Greenhouse
                                            Title: General Partner



                                      -26-
<PAGE>

                  City of Milford Pension & Retirement Fund
                  City of Stamford Firemen's Pension Fund
                  National Federation of Independent Business Employee
                     Pension Trust
                  National Federation of Independent Business
                  Norwalk Employees' Pension Plan
                  Public Employee Retirement System of Idaho
                  Asphalt Green, Inc.
                  Lazar Foundation
                  Alan B. & Joanne K. Vidinsky 1993 Trust
                  Helen Hunt
                  Francois deMenil
                  HBL Charitable Unitrust
                  Jeanne L. Morency
                  Psychology Associates
                  Peter Looram
                  Domenic J. Mizio
                  Morgan Trust Co. of the Bahamas Ltd. as Trustee
                     U/A/D 11/30/93
                  John Rowan
                  Susan Uris Halpern
                  Theeuwes Family Trust, Felix Theeuwes Trustee
                  William B. Lazar
                  Robert K. Winters

                  By: Zesiger Capital Group LLC, as Attorney-in-fact

                  By:    /s/ Albert L. Zesiger
                     ---------------------------
                  Name:  Albert L. Zesiger
                  Title: Managing Director



                                      -27-

<PAGE>

                                    [LEVITICUS PARTNERS, L.P.]



                                    By:    /s/ Adam M. Hutt
                                       ----------------------------
                                    Name:  Adam M. Hutt
                                    Title: President AMH Equity Ltd.
                                           (G.P.-Leviticus Partners, L.P.)



                                      -28-
<PAGE>


                                    Castle Creek Technology Partners LLC



                                    By:    /s/ Thomas A. Frei
                                       ----------------------------
                                    Name:  Thomas A. Frei
                                    Title: Managing Director of the
                                           Investment Manager



                                      -29-
<PAGE>


                                    By:    /s/ Gideon I. Gartner
                                       ----------------------------
                                    Name:  Gideon I. Gartner
                                    Title:



                                      -30-
<PAGE>


                                    Crown Investment Partners, L.P.



                                    By:    /s/ Chris H. Pauli
                                       ----------------------------
                                    Name:  Chris H. Pauli
                                    Title: Managing Member of the
                                           General Partner



                                      -31-
<PAGE>


                                    Pequot Navigator Onshore Fund, L.P.
                                    By Pequot Capital Management, Inc.
                                    as Investment Manager


                                    By:    /s/ Aryeh Davis
                                       ----------------------------
                                    Name:  Aryeh Davis
                                    Title: General Counsel



                                      -32-
<PAGE>


                                    Pequot Scout Fund, L.P.
                                    By Pequot Capital Management, Inc.
                                    as Investment Manager


                                    By:    /s/ Aryeh Davis
                                       ----------------------------
                                    Name:  Aryeh Davis
                                    Title: General Counsel



                                      -33-
<PAGE>


                                    [CORSAIR CAPITAL PARTNERS LP]



                                    By:    /s/ Jay Petschek
                                       ----------------------------
                                    Name:  Jay Petschek
                                    Title: Managing Member of the G.P.



                                      -34-
<PAGE>


                                    [Corsair Capital Partners 100, LP]



                                    By:    /s/ Jay Petschek
                                       ----------------------------
                                    Name:  Jay Petschek
                                    Title: Managing Member of the G.P.



                                      -35-
<PAGE>


                                    [Corsair Capital Investors, Ltd.]



                                    By:    /s/ Jay Petschek
                                       ----------------------------
                                    Name:  Jay Petschek
                                    Title: Managing Member of the G.P.



                                      -36-
<PAGE>


                                    Schottenfeld Qualified Associates, LP



                                    By:    /s/ Richard Schottenfeld
                                       ----------------------------
                                    Name:  Richard Schottenfeld
                                    Title: Managing Member of the
                                           General Partner



                                      -37-
<PAGE>


                                    DKR SOUNDSHORE OASIS HOLDING FUND LTD.



                                    By:    /s/ Barbara Burger
                                       ----------------------------
                                    Name:  Barbara Burger
                                    Title: Alternate Director



                                      -38-
<PAGE>


The Investors:                      Basso Multi-Strategy Holding Fund Ltd.



                                    By:    /s/ John Lepore
                                       ----------------------------
                                    Name:  John Lepore
                                    Title: Authorized Signatory


                                    Basso Equity Opportunity Holding Fund Ltd.



                                    By:    /s/ John Lepore
                                       ----------------------------
                                    Name:  John Lepore
                                    Title: Authorized Signatory


                                      -39-
<PAGE>


The Investors:                      Iroquois Capital, LP



                                    By:    /s/ Josh Silverman
                                       ----------------------------
                                    Name:  Josh Silverman
                                    Title: Partner

                                      -40-
<PAGE>


                                    [Stuart Schapiro Money Package Plan]



                                    By:    /s/ Stuart Schapiro
                                       ----------------------------
                                    Name:  Stuart Schapiro
                                    Title: Authorized Signatory



                                      -41-
<PAGE>


                                    SHANNON RIVER PARTNERS, LP



                                    By: Spencer Waxman
                                       ----------------------------
                                    Name: Spencer Waxman
                                    Title: Managing Partner



                                      -42-
<PAGE>


                                    SHANNON RIVER PARTNERS II



                                    By:    /s/ Spencer Waxman
                                       ----------------------------
                                    Name: Spencer Waxman
                                    Title: Managing Partner



                                      -43-
<PAGE>


                                    SF CAPITAL PARTNERS LTD.



                                    By:    /s/ Michael A. Roth
                                       ----------------------------
                                    Name:  Michael A. Roth
                                    Title: Authorized Signatory



                                      -44-

<PAGE>

                                    KENSINGTON PARTNERS, LP



                                    By:    /s/ Richard Keim
                                       ----------------------------
                                    Name:  Richard Keim
                                    Title: Managing Member








                                      -45-

<PAGE>


                                    BALD EAGLE FUND, L.P.



                                    By:    /s/ Richard Keim
                                       ----------------------------
                                    Name:  Richard Keim
                                    Title: Managing Member






                                      -46-