Exhibit 4.3

         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.

         SUBJECT TO THE  PROVISIONS OF SECTION 10 HEREOF,  THIS WARRANT SHALL BE
VOID AFTER 5:00 P.M.  EASTERN TIME ON [FIFTH  ANNIVERSARY  OF THE CLOSING  DATE]
(the "EXPIRATION DATE").

No. __________

                                                        Dated: _________________


                                 FIND/SVP, INC.

                      WARRANT TO PURCHASE _______ SHARES OF
                    COMMON STOCK, PAR VALUE $0.0001 PER SHARE

         For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to purchase,  subject to the provisions of this Warrant, from Find/SVP,  Inc., a
New York corporation ("Company"),  at any time not later than 5:00 P.M., Eastern
time, on the Expiration Date (as defined above),  at an exercise price per share
equal to $3.00 (the  exercise  price in effect being herein  called the "Warrant
Price"),  ______ shares  ("Warrant  Shares") of the Company's  Common Stock, par
value  $0.0001  per  share  ("Common  Stock").  The  number  of  Warrant  Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to  adjustment  from  time to time as  described  herein.  From  and  after  the
Expiration Date, this Warrant shall be of no further force and effect.

         Section 1.  REGISTRATION.  The  Company  shall  maintain  books for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.  The Company may deem and treat the registered  Warrantholder  of
this Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any  distribution to the  Warrantholder,  and for all other purposes,  absent
actual notice to the contrary.

         Section  2.  TRANSFERS.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its


<PAGE>

counsel  to the  effect  that  such  transfer  is exempt  from the  registration
requirements  of the  Securities  Act, to establish  that such transfer is being
made in accordance  with the terms hereof,  and a new Warrant shall be issued to
the transferee and the surrendered Warrant shall be canceled by the Company.

         Section 3. EXERCISE OF WARRANT.  (a) Subject to the provisions  hereof,
the  Warrantholder  may  exercise  this  Warrant in whole or in part at any time
prior to its expiration upon surrender of the Warrant, together with delivery of
the duly  executed  Warrant  exercise  form  attached  hereto as Appendix A (the
"Exercise  Agreement") and payment by cash,  certified check or wire transfer of
funds for the aggregate  Warrant Price (unless,  the Cashless  Exercise Election
(as defined below) is made by the Company,  in which case, the aggregate Warrant
Price shall be settled only in  accordance  with the  provisions of section 3(b)
below) for that number of Warrant  Shares then being  purchased,  to the Company
during  normal  business  hours on any business day at the  Company's  principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the Warrantholder). The Warrant Shares so purchased shall
be deemed to be issued to the Warrantholder or the Warrantholder's  designee, as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been  surrendered  (or evidence of loss,  theft or
destruction thereof and security or indemnity  satisfactory to the Company), the
Warrant Price shall have been paid and the completed  Exercise  Agreement  shall
have  been  delivered.   Certificates  for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the Warrantholder  within a reasonable time, not exceeding
three (3) business  days,  after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the  Warrantholder  and shall be registered in the name of the Warrantholder or,
subject to the transfer restrictions  contained herein, such other name as shall
be designated by the  Warrantholder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at  the  time  of  delivery  of  such  certificates,  deliver  to  the
Warrantholder  a new Warrant  representing  the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "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.  Each  exercise  hereof
shall   constitute   the   re-affirmation   by  the   Warrantholder   that   the
representations and warranties  contained in Section 5 of the Purchase Agreement
(as defined below) are true and correct in all material respects with respect to
the Warrantholder as of the time of such exercise.

         (b) Prior to the  Expiration  Date,  the Company  shall have the right,
upon not less than sixty (60) days'  prior  written  notice,  to make a one-time
irrevocable  election (the  "Cashless  Exercise  Election") to require that this
Warrant may only be  exercised  pursuant  to the  cashless  exercise  provisions
contained in this Section  3(b);  provided,  however,  that the Company  makes a
similar  election at the same time with  respect to all of the Company  Warrants
(as defined below).  From and after the date specified in the Cashless  Exercise
Election (the "Cashless Exercise Date"),  this Warrant shall be exercisable only
on a net issue  basis  whereby  the  Warrantholder  will be entitled to receive,
without the  payment by the  Warrantholder  of the  aggregate  Warrant  Price in
respect of the shares of Common  Stock to be  acquired,  shares of Common  Stock
equal to the value of this  Warrant or any portion  hereof by the  surrender  of
this Warrant (or such portion of this Warrant being so exercised)  together with
the Net Issue  Election  Notice  annexed  hereto as


                                      -2-
<PAGE>

Appendix  B  duly   executed.   Thereupon,   the  Company  shall  issue  to  the
Warrantholder such number of fully paid, validly issued and nonassessable shares
of Common Stock as is computed using the following formula:

                                  X = Y (A - B)
                                        -------
                                           A

where

                    X  =  the  number  of  shares  of  Common  Stock  which  the
Warrantholder has then requested be issued to the Warrantholder;

                    Y = the total  number of shares of Common  Stock  covered by
this Warrant which the  Warrantholder has surrendered at such time for cash-less
exercise  (including both shares to be issued to the Warrantholder and shares to
be canceled as payment therefor);

                    A = the  "Market  Price" of one share of Common  Stock as at
the time the net issue election is made; and

                    B = the Warrant  Price in effect  under this  Warrant at the
time the Warrant is exercised.

         Section  4.  COMPLIANCE  WITH THE  SECURITIES  ACT OF 1933.  Except  as
provided in the Purchase Agreement (as defined below), the Company may cause the
legend  set  forth on the  first  page of this  Warrant  to be set forth on each
Warrant or similar  legend on any security  issued or issuable  upon exercise of
this  Warrant,  unless  counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.

         Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.

         Section 6. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.


                                      -3-
<PAGE>

         Section 7. RESERVATION OF COMMON STOCK.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this  Section 7, out of the  authorized  and  unissued  shares of Common  Stock,
sufficient  shares  to  provide  for the  exercise  of the  rights  of  purchase
represented  by this Warrant.  The Company agrees that all Warrant Shares issued
upon due  exercise  of the  Warrant  shall  be, at the time of  delivery  of the
certificates  for such Warrant Shares,  duly authorized,  validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         Section 8. ADJUSTMENTS.  Subject and pursuant to the provisions of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

                  (a) If the  Company  shall,  at any time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of a Warrant  Price that has been  adjusted to reflect a fair  allocation of the
economics of such event to the  Warrantholder.  Such  adjustments  shall be made
successively whenever any event listed above shall occur.

                  (b) If any  capital  reorganization,  reclassification  of the
capital  stock of the  Company,  consolidation  or  merger of the  Company  with
another corporation in which the Company is not the survivor,  or sale, transfer
or other  disposition  of all or  substantially  all of the Company's  assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall thereafter only have the right to purchase and receive upon
the basis and upon the terms and conditions  herein specified and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant Price) shall  thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation,  merger,  sale, transfer or


                                      -4-
<PAGE>

other  disposition  unless  prior to or  simultaneously  with  the  consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or  merger,  or the  corporation  purchasing  or  otherwise
acquiring  such assets or other  appropriate  corporation or entity shall assume
the  obligation  to deliver  to the  Warrantholder,  at the last  address of the
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets  as, in  accordance  with the  foregoing  provisions,  the
Warrantholder may be entitled to purchase,  and the other obligations under this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

                  (c) In case  the  Company  shall  fix a  payment  date for the
making of a  distribution  to all holders of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing  corporation)  of evidences of  indebtedness or assets
(other than cash  dividends or cash  distributions  payable out of  consolidated
earnings or earned surplus or dividends or distributions  referred to in Section
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market  Price (as defined  below) per share of Common  Stock  immediately
prior to such payment  date,  less the fair market value (as  determined  by the
Company's  Board of  Directors  in good  faith) of said assets or  evidences  of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding   multiplied  by  such  Market  Price  per  share  of  Common  Stock
immediately  prior to such payment date.  "Market Price" as of a particular date
(the "Valuation Date") shall mean the following: (a) if the Common Stock is then
listed on a national  stock  exchange,  the  closing  sale price of one share of
Common  Stock on such  exchange on the last  trading day prior to the  Valuation
Date;  (b) if the Common Stock is then quoted on The Nasdaq Stock  Market,  Inc.
("Nasdaq"),  the National  Association of Securities Dealers,  Inc. OTC Bulletin
Board (the "Bulletin  Board"),  the National  Quotation Board "Pink Sheets" (the
"NQB") or such similar  exchange or  association,  the closing sale price of one
share of Common Stock on Nasdaq,  the Bulletin  Board or such other  exchange or
association  on the last trading day prior to the Valuation  Date or, if no such
closing sale price is  available,  the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or (c)
if the Common Stock is not then listed on a national stock exchange or quoted on
Nasdaq,  the  Bulletin  Board or such other  exchange or  association,  the fair
market value of one share of Common  Stock as of the  Valuation  Date,  shall be
determined  in good  faith by the  Board of  Directors  of the  Company  and the
Warrantholder.  If the Common Stock is not then listed on a national  securities
exchange, the Bulletin Board, the NQB or such other exchange or association, the
Board of Directors of the Company  shall  respond  promptly,  in writing,  to an
inquiry by the  Warrantholder  prior to the  exercise  hereunder  as to the fair
market value of a share of Common Stock as  determined by the Board of Directors
of the Company.  In the event that the Board of Directors of the Company and the
Warrantholder  are  unable to agree  upon the fair  market  value in  respect of
subpart (c) hereof,  the Company and the  Warrantholder  shall jointly select an
appraiser,  who is experienced  in such matters.  The decision of such appraiser
shall be final and  conclusive,  and the cost of such  appraiser  shall be borne
equally by the  Company and the

                                      -5-
<PAGE>

Warrantholder.  Such  adjustment  shall  be made  successively  whenever  such a
payment date is fixed.

                  (d) An adjustment to the Warrant Price shall become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

                  (e) In the  event  that,  as a result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  shall become entitled to receive
any shares of capital  stock of the Company  other than shares of Common  Stock,
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be subject  thereafter to adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

                  (f)  Except as  provided  in  subsection  (g)  hereof,  if and
whenever  the Company  shall  issue or sell,  or is, in  accordance  with any of
subsections  (f)(l) through  (f)(7)  hereof,  deemed to have issued or sold, any
shares of Common Stock for no  consideration  or for a  consideration  per share
less  than the  Warrant  Price in effect  immediately  prior to the time of such
issue  or  sale,  then  and  in  each  such  case  (a  "TRIGGER  ISSUANCE")  the
then-existing  Warrant Price,  shall be reduced,  as of the close of business on
the effective date of the Trigger Issuance, to a price determined as follows:

                  Adjusted Warrant Price = (A X B) + D
                                           -----------
                                               A+C

                    where

                    "A"  equals  (i)  the  number  of  shares  of  Common  Stock
outstanding,  plus (ii) the Additional Shares of Common Stock (as defined below)
deemed to be issued  hereunder,  immediately  preceding  such  Trigger  Issuance
(including,  for this  purpose  only,  shares which would  otherwise  constitute
Excluded Issuances hereunder);

                    "B" equals the Warrant Price in effect immediately preceding
such Trigger Issuance;

                    "C" equals the number of  Additional  Shares of Common Stock
issued or deemed issued hereunder as a result of the Trigger Issuance; and

                    "D" equals the aggregate consideration,  if any, received or
deemed to be received by the Company upon such Trigger Issuance

provided,  however, that in no event shall the Warrant Price after giving effect
to such Trigger  Issuance be greater  than the Warrant  Price in effect prior to
such Trigger Issuance.


                                      -6-
<PAGE>

                  For purposes of this  subsection  (f),  "Additional  Shares of
Common  Stock"  shall mean all shares of Common  Stock  issued by the Company or
deemed to be  issued  pursuant  to this  subsection  (f),  other  than  Excluded
Issuances (as defined in subsection (g) hereof).

                  For purposes of this subsection (f), the following subsections
(f)(l) to (f)(7) shall also be applicable:

                           (f)(1) Issuance of Rights or Options.  In case at any
                  time the Company  shall in any manner grant  (directly and not
                  by assumption in a merger or otherwise)  any warrants or other
                  rights to subscribe for or to purchase, or any options for the
                  purchase of, Common Stock or any stock or security convertible
                  into or exchangeable  for Common Stock (such warrants,  rights
                  or options  being called  "Options"  and such  convertible  or
                  exchangeable  stock or  securities  being called  "Convertible
                  Securities")  whether  or not  such  Options  or the  right to
                  convert  or  exchange  any  such  Convertible  Securities  are
                  immediately  exercisable,  and the  price  per share for which
                  Common Stock is issuable  upon the exercise of such Options or
                  upon the conversion or exchange of such Convertible Securities
                  (determined   by  dividing   (i)  the  sum  (which  sum  shall
                  constitute  the  applicable  consideration)  of (x) the  total
                  amount,  if any,  received  or  receivable  by the  Company as
                  consideration  for the granting of such Options,  plus (y) the
                  aggregate  amount of additional  consideration  payable to the
                  Company  upon the exercise of all such  Options,  plus (z), in
                  the  case  of  such  Options   which  relate  to   Convertible
                  Securities,  the aggregate amount of additional consideration,
                  if any,  payable  upon the  issue or sale of such  Convertible
                  Securities  and upon the  conversion or exchange  thereof,  by
                  (ii) the total  maximum  number  of  shares  of  Common  Stock
                  issuable  upon  the  exercise  of such  Options  or  upon  the
                  conversion  or  exchange  of all such  Convertible  Securities
                  issuable upon the exercise of such Options) shall be less than
                  the Warrant Price in effect  immediately  prior to the time of
                  the granting of such Options,  then the total number of shares
                  of Common Stock  issuable upon the exercise of such Options or
                  upon  conversion  or  exchange  of the  total  amount  of such
                  Convertible  Securities  issuable  upon the  exercise  of such
                  Options shall be deemed to have been issued for such price per
                  share  as of the  date  of  granting  of such  Options  or the
                  issuance of such  Convertible  Securities and thereafter shall
                  be deemed to be  outstanding  for  purposes of  adjusting  the
                  Warrant  Price.  Except as  otherwise  provided in  subsection
                  8(f)(3), no adjustment of the Warrant Price shall be made upon
                  the actual issue of such Common  Stock or of such  Convertible
                  Securities  upon  exercise of such  Options or upon the actual
                  issue of such Common Stock upon conversion or exchange of such
                  Convertible Securities.

                           (f)(2)  Issuance of Convertible  Securities.  In case
                  the Company  shall in any manner  issue  (directly  and not by
                  assumption in a merger or  otherwise) or sell any  Convertible
                  Securities,  whether or not the rights to  exchange or convert
                  any such Convertible  Securities are immediately  exercisable,
                  and the price per share  for which  Common  Stock is  issuable
                  upon such  conversion or exchange  (determined by dividing (i)
                  the  sum   (which   sum  shall   constitute   the   applicable


                                      -7-
<PAGE>

                  consideration)  of (x) the total amount received or receivable
                  by the Company as consideration  for the issue or sale of such
                  Convertible  Securities,  plus  (y) the  aggregate  amount  of
                  additional consideration,  if any, payable to the Company upon
                  the conversion or exchange  thereof,  by (ii) the total number
                  of shares of Common  Stock  issuable  upon the  conversion  or
                  exchange  of all such  Convertible  Securities)  shall be less
                  than the Warrant Price in effect immediately prior to the time
                  of such issue or sale, then the total maximum number of shares
                  of Common Stock  issuable  upon  conversion or exchange of all
                  such  Convertible  Securities  shall be  deemed  to have  been
                  issued for such price per share as of the date of the issue or
                  sale of such  Convertible  Securities and thereafter  shall be
                  deemed to be outstanding for purposes of adjusting the Warrant
                  Price,  provided  that (a)  except as  otherwise  provided  in
                  subsection  8(f)(3),  no adjustment of the Warrant Price shall
                  be made upon the actual  issuance  of such  Common  Stock upon
                  conversion or exchange of such Convertible  Securities and (b)
                  no further  adjustment  of the Warrant  Price shall be made by
                  reason of the  issue or sale of  Convertible  Securities  upon
                  exercise  of any  Options  to  purchase  any such  Convertible
                  Securities  for which  adjustments  of the Warrant  Price have
                  been made pursuant to the other provisions of subsection 8(f).

                           (f)(3)  Change in Option  Price or  Conversion  Rate.
                  Upon the happening of any of the following events,  namely, if
                  the purchase price  provided for in any Option  referred to in
                  subsection  8(f)(l) hereof, the additional  consideration,  if
                  any,   payable  upon  the   conversion   or  exchange  of  any
                  Convertible  Securities  referred to in subsections 8(f)(l) or
                  8(f)(2), or the rate at which Convertible  Securities referred
                  to in subsections  8(f)(l) or 8(f)(2) are convertible  into or
                  exchangeable  for  Common  Stock  shall  change  at  any  time
                  (including,  but not limited to, changes under or by reason of
                  provisions designed to protect against dilution),  the Warrant
                  Price in effect at the time of such event shall  forthwith  be
                  readjusted  up or down to the  Warrant  Price which would have
                  been in effect at such time had such  Options  or  Convertible
                  Securities  still   outstanding   provided  for  such  changed
                  purchase price,  additional  consideration or conversion rate,
                  as the case may be, at the time initially  granted,  issued or
                  sold.  On  the   termination  of  any  Option  for  which  any
                  adjustment  was made pursuant to this  subsection  8(f) or any
                  right to convert or exchange Convertible  Securities for which
                  any  adjustment  was made  pursuant  to this  subsection  8(f)
                  (including  without limitation upon the redemption or purchase
                  for  consideration  of  such  Convertible  Securities  by  the
                  Company),  the Warrant  Price then in effect  hereunder  shall
                  forthwith  be changed to the  Warrant  Price  which would have
                  been in effect at the time of such termination had such Option
                  or   Convertible   Securities,   to  the  extent   outstanding
                  immediately prior to such termination, never been issued.

                           (f)(4) Stock Dividends.  Subject to the provisions of
                  this  Section  8(f),  in case  the  Company  shall  declare  a
                  dividend or make any other  distribution upon any stock of the
                  Company (other than the Common Stock) payable in Common Stock,
                  Options or  Convertible  Securities,  then any  Common  Stock,
                  Options  or  Convertible  Securities,  as  the  case  may  be,
                  issuable in payment of such dividend or distribution  shall be
                  deemed to have been issued or sold without consideration.


                                      -8-
<PAGE>

                           (f)(5) Consideration for Stock. In case any shares of
                  Common  Stock,  Options  or  Convertible  Securities  shall be
                  issued or sold for cash, the  consideration  received therefor
                  shall be deemed to be the net amount  received  by the Company
                  therefor,   after  deduction  therefrom  of  any  underwriting
                  commissions or  concessions  paid or allowed by the Company in
                  connection  therewith.  In case any  shares of  Common  Stock,
                  Options or Convertible  Securities shall be issued or sold for
                  a   consideration   other  than   cash,   the  amount  of  the
                  consideration other than cash received by the Company shall be
                  deemed  to  be  the  fair  value  of  such   consideration  as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company,  after deduction of any  underwriting  commissions or
                  concessions  paid or  allowed  by the  Company  in  connection
                  therewith.  In case any Options  shall be issued in connection
                  with the issue and sale of other  securities  of the  Company,
                  together  comprising  one  integral  transaction  in  which no
                  specific  consideration  is  allocated  to such Options by the
                  parties  thereto,  such  Options  shall be deemed to have been
                  issued for such  consideration  as determined in good faith by
                  the  Board of  Directors  of the  Company.  If  Common  Stock,
                  Options or Convertible  Securities  shall be issued or sold by
                  the Company and, in  connection  therewith,  other  Options or
                  Convertible  Securities (the "Additional  Rights") are issued,
                  then the  consideration  received  or deemed to be received by
                  the Company  shall be reduced by the fair market  value of the
                  Additional  Rights  (as  determined  using  the  Black-Scholes
                  option pricing model or another method  mutually  agreed to by
                  the Company and the Warrantholder).  The Board of Directors of
                  the Company shall respond promptly,  in writing, to an inquiry
                  by  the  Warrantholder  as to the  fair  market  value  of the
                  Additional Rights. In the event that the Board of Directors of
                  the Company and the Warrantholder are unable to agree upon the
                  fair market value of the  Additional  Rights,  the Company and
                  the  Warrantholder  shall jointly select an appraiser,  who is
                  experienced  in such matters.  The decision of such  appraiser
                  shall be final and conclusive,  and the cost of such appraiser
                  shall be borne evenly by the Company and the Warrantholder.

                           (f)(6)  Record Date. In case the Company shall take a
                  record of the  holders of its Common  Stock for the purpose of
                  entitling them (i) to receive a dividend or other distribution
                  payable in Common Stock, Options or Convertible  Securities or
                  (ii) to subscribe  for or purchase  Common  Stock,  Options or
                  Convertible Securities,  then such record date shall be deemed
                  to be the date of the  issue or sale of the  shares  of Common
                  Stock deemed to have been issued or sold upon the  declaration
                  of such dividend or the making of such other  distribution  or
                  the date of the  granting  of such  right of  subscription  or
                  purchase, as the case may be.

                           (f)(7)  Treasury  Shares.  The  number  of  shares of
                  Common Stock  outstanding  at any given time shall not include
                  shares  owned or held by or for the  account of the Company or
                  any of its wholly-owned  subsidiaries,  and the disposition of
                  any such shares  (other than the  cancellation  or  retirement
                  thereof)  shall be considered an issue or sale of Common Stock
                  for the purpose of this subsection (f).


                                      -9-
<PAGE>

                  (g)  Anything  herein  to the  contrary  notwithstanding,  the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital  stock,  Options or  Convertible  Securities
issued to  directors,  officers,  employees  or  consultants  of the  Company in
connection with their service as directors of the Company,  their  employment by
the Company or their  retention  as  consultants  by the Company  pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation  committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities  granted or issued prior to the date hereof,  (C)  securities  issued
pursuant  to that  certain  Purchase  Agreement  dated May __,  2004,  among the
Company  and  the  Investors  named  therein  (the  "Purchase   Agreement")  and
securities   issued  upon  the  exercise  or  conversion  of  those   securities
(including,  without limitation,  warrants issued to C. E. Unterberg,  Towbin as
described  in Schedule  4.20 of the  Purchase  Agreement),  (D) shares of Common
Stock  issued  or  issuable  by  reason  of a  dividend,  stock  split  or other
distribution  on shares  of Common  Stock  (but only to the  extent  that such a
dividend,  split or  distribution  results in an adjustment in the Warrant Price
pursuant to the other  provisions  of this  Warrant)  (E) shares of Common Stock
which may be issued by the  Company in  satisfaction  of its  obligations  under
Section 2.3 of that certain Stock Purchase  Agreement dated as of April 1, 2003,
by and among the  Company,  Jay L.  Friedland,  Robert La Terra,  and  Guideline
Research Corp.  and (F) the warrant and underlying  shares of common stock which
may be issued pursuant to Section 10 (a) of the warrants  granted to Petra prior
to the date hereof (collectively, "Excluded Issuances").

                  (h) Upon any  adjustment  to the  Warrant  Price  pursuant  to
Section 8(f) above, the number of Warrant Shares purchasable  hereunder shall be
adjusted by multiplying such number by a fraction,  the numerator of which shall
be the Warrant  Price in effect  immediately  prior to such  adjustment  and the
denominator  of  which  shall  be  the  Warrant  Price  in  effect   immediately
thereafter.

                  (i)  Notwithstanding  any  provision of this SECTION  8(f), no
adjustment  of the Exercise  Price shall be required if such  adjustment is less
than $0.01;  PROVIDED,  HOWEVER,  that any  adjustments  which by reason of this
SECTION 8(i) are not required to be made shall be carried forward and taken into
account for purposes of any subsequent adjustment.

         Section 9.  FRACTIONAL  INTEREST.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10. EXTENSION OF EXPIRATION DATE. If the Company fails to cause
any Registration  Statement  covering  Registrable  Securities (unless otherwise
defined  herein,  capitalized  terms are as defined in the  Registration  Rights
Agreement relating to the Warrant Shares (the "Registration  Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein,  or if
any of the events  specified  in Section  2(c)(ii)  of the  Registration


                                      -10-
<PAGE>

Rights  Agreement  occurs,  and  the  Blackout  Period  (whether  alone,  or  in
combination with any other Blackout  Period)  continues for more than 60 days in
any 12 month period,  or for more than a total of 90 days,  then the  Expiration
Date of this Warrant shall be extended one day for each day beyond the 60-day or
90-day  limits,  as the case may be,  that the  Blackout  Period  continues.  In
addition, if the Expiration Date occurs during a Blackout Period, the Expiration
Date shall be extended for a period of fifteen (15) business days  commencing on
the first business day after the expiration of any operative Blackout Period.

         Section 11.  BENEFITS.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 12. NOTICES TO  WARRANTHOLDER.  Upon the happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

         Section 13.  IDENTITY OF TRANSFER  AGENT.  The  Transfer  Agent for the
Common  Stock  is  Computershare  Trust  Company.  Upon the  appointment  of any
subsequent  transfer agent for the Common Stock or other shares of the Company's
capital stock  issuable upon the exercise of the rights of purchase  represented
by the Warrant,  the Company will mail to the  Warrantholder a statement setting
forth the name and address of such transfer agent.

         Section 14. NOTICES.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  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 facsimile 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 as
follows:  if to the Warrantholder,  at its address as set forth in the Company's
books and records and, if to the Company,  at the address as follows, or at such
other  address as the  Warrantholder  or the Company may  designate by ten days'
advance written notice to the other:

                           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


                                      -11-
<PAGE>

                            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.

         Section 15. REGISTRATION RIGHTS. The initial  Warrantholder is entitled
to the  benefit of certain  registration  rights  with  respect to the shares of
Common  Stock  issuable  upon the  exercise  of this  Warrant as provided in the
Registration Rights Agreement,  and any subsequent Warrantholder may be entitled
to such rights.

         Section 16.  SUCCESSORS.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 17.  GOVERNING  LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY
TRIAL.  This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  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 Warrant
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  Warrant.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each 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.
The Company and, by accepting this Warrant, the Warrantholder,  each 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 COMPANY  AND, BY ITS  ACCEPTANCE  HEREOF,  THE
WARRANTHOLDER  HEREBY  WAIVES  ANY  RIGHT  TO  REQUEST  A  TRIAL  BY JURY IN ANY
LITIGATION  WITH  RESPECT TO THIS WARRANT AND  REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

         Section 18. CALL  PROVISION.  (a)  Notwithstanding  any other provision
contained  herein to the contrary,  in the event that the closing bid price of a
share of Common Stock as reported on the Nasdaq (or the Bulletin Board,  the NQB
or such other  exchange  or stock  market on which the Common  Stock may then be
listed or quoted), equals or exceeds $4.50 (appropriately adjusted


                                      -12-
<PAGE>

for  any  stock   split,   reverse   stock  split,   stock   dividend  or  other
reclassification  or  combination of the Common Stock  occurring  after the date
hereof)  for  twenty  (20)   consecutive   trading  days  commencing  after  the
Registration  Statement (as defined in the  Registration  Rights  Agreement) has
been  declared  effective,  the  Company,  upon thirty (30) days' prior  written
notice (the "NOTICE PERIOD") given to the Warrantholder  within one business day
immediately  following the end of such twenty (20) trading day period,  may call
this  Warrant  for 50% of the  shares  of  Common  Stock  initially  purchasable
pursuant hereto,  at a redemption price equal to $0.01 per share of Common Stock
then  purchasable  pursuant  to this  Warrant;  provided  that  (i) the  Company
simultaneously  calls all Company  Warrants (as defined below) on the same terms
and on a pro rata  basis and (ii) all of the  shares of  Common  Stock  issuable
hereunder  either  (A) are  registered  pursuant  to an  effective  Registration
Statement (as defined in the Registration  Rights  Agreement) which has not been
suspended  and for which no stop order is in effect,  and  pursuant to which the
Warrantholder  is able to sell such shares of Common  Stock at all times  during
the Notice Period or (B) no longer constitute Registrable Securities (as defined
in the Registration  Rights Agreement).  Notwithstanding  any such notice by the
Company,  the Warrantholder  shall have the right to exercise this Warrant prior
to the end of any Notice  Period.  At all other times  after a call  pursuant to
this Section 18(a),  the right to call this Warrant shall be pursuant to Section
18(b) below.

(b) Notwithstanding any other provision contained herein to the contrary, in the
event that the closing  bid price of a share of Common  Stock as reported on the
Nasdaq (or the Bulletin Board, the NQB or such other exchange or stock market on
which the  Common  Stock may then be listed or quoted)  equals or exceeds  $6.00
(appropriately adjusted for any stock split, reverse stock split, stock dividend
or other reclassification or combination of the Common Stock occurring after the
date  hereof) for twenty (20)  consecutive  trading  days  commencing  after the
Registration  Statement (as defined in the  Registration  Rights  Agreement) has
been declared effective, the Company, upon thirty (30) days prior written notice
(the  "NOTICE  PERIOD")  given to the  Warrantholder  within  one  business  day
immediately  following the end of such twenty (20) trading day period,  may call
this  Warrant  for 100% or 50%,  as  applicable,  of the shares of Common  Stock
initially  purchasable hereto, at a redemption price equal to $0.01 per share of
Common Stock then  purchasable  pursuant to this Warrant;  provided that (i) the
Company simultaneously calls all Company Warrants (as defined below) on the same
terms  and,  if  applicable,  on a pro rata  basis and (ii) all of the shares of
Common  Stock  issuable  hereunder  either  (A) are  registered  pursuant  to an
effective   Registration  Statement  (as  defined  in  the  Registration  Rights
Agreement)  which  has not been  suspended  and for  which  no stop  order is in
effect,  and pursuant to which the  Warrantholder is able to sell such shares of
Common Stock at all times during the Notice  Period or (B) no longer  constitute
Registrable  Securities  (as  defined  in the  Registration  Rights  Agreement).
Notwithstanding any such notice by the Company, the Warrantholder shall have the
right to exercise this Warrant prior to the end of the Notice Period.

         Section  19. NO RIGHTS AS  STOCKHOLDER.  Prior to the  exercise of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

         Section  20.  AMENDMENT;  WAIVER.  This  Warrant  is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase  Agreement
and  initially  covering an


                                      -13-
<PAGE>

aggregate  of  3,000,000  shares of Common  Stock  (collectively,  the  "COMPANY
WARRANTS").  Any term of this  Warrant may be amended or waived  (including  the
adjustment  provisions  included in Section 8 of this  Warrant) upon the written
consent of the Company and the holders of Company Warrants representing at least
50% of the  number of shares of Common  Stock then  subject  to all  outstanding
Company Warrants (the "MAJORITY HOLDERS"); PROVIDED, that (x) any such amendment
or waiver  must  apply to all  Company  Warrants;  and (y) the number of Warrant
Shares subject to this Warrant,  the Warrant Price and the  Expiration  Date may
not be  amended,  and the right to exercise  this  Warrant may not be altered or
waived, without the written consent of the Warrantholder.

         Section 21. SECTION HEADINGS.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.

         Section 22.  WARRANT  AGENT.  The Company  shall serve as warrant agent
under this Warrant. Upon not less than 30 days' notice to the Warrantholder, the
Company may appoint a new warrant agent, which shall be reasonably  satisfactory
to the  Majority  Holders.  Any Person into which any new  warrant  agent may be
merged,  any Person  resulting from any  consolidation  to which any new warrant
agent  shall be a party or any Person to which any new warrant  agent  transfers
substantially all of its corporate trust or shareholders services business shall
be a successor  warrant  agent under this  Warrant  without any further act. Any
such  successor  warrant agent shall  promptly cause notice of its succession as
warrant  agent to be mailed  (by  first  class  mail,  postage  prepaid)  to the
Warrantholder  at the  Warrantholder's  last  address  as shown  on the  Warrant
register.

         Section  23.  SEVERABILITY.  Any  provision  of  this  Warrant  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 Company, and by its
acceptance hereof,  the  Warrantholder,  hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any respect.

                  [Remainder of page intentionally left blank]


                                      -14-
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the ______ day of ___________, 200_.

                                      FIND/SVP, INC.



                                      By:___________________________
                                      Name:
                                      Title:


                                      -15-
<PAGE>

                                   APPENDIX A
                                 FIND/SVP, INC.
                              WARRANT EXERCISE FORM

To Find/SVP, Inc.:

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           -------------------------------
                           Name
                           --------------------------------
                           Address
                           --------------------------------
                           --------------------------------
                           Federal Tax ID or Social Security No.

         and   delivered  by   (certified   mail  to  the  above   address,   or
(electronically  (provide  DWAC  Instructions:___________________),   or  (other
(specify): __________________________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note:  The signature must correspond with         Signature:____________________
the name of the Warrantholder as written
on the first page of the Warrant in every         ______________________________
particular, without alteration or enlargement     Name (please print)
or any change whatever, unless the Warrant
has been assigned.                                ______________________________
                                                  ------------------------------
                                                  Address
                                                  ------------------------------
                                                  Federal Identification or
                                                  Social Security No.
                                                  Assignee:
                                                  ------------------------------
                                                  ------------------------------
                                                  ------------------------------


                                      -16-
<PAGE>

                                   APPENDIX B
                                 FIND/SVP, INC.
                            NET ISSUE ELECTION NOTICE


To: Find/SVP, Inc.:

Date:[_________________________]


         The  undersigned  hereby  elects  under  SECTION 18 of this  Warrant to
surrender the right to purchase  ______________  shares of Common Stock pursuant
to this Warrant and hereby requests the issuance of  ________________  shares of
Common Stock.  The  certificate(s)  for the shares  issuable upon such net issue
election  shall  be  issued  in the  name  of the  undersigned  or as  otherwise
indicated below.


-----------------------------------------
Signature

-----------------------------------------
Name for Registration

-----------------------------------------
Mailing Address


                                      -17-