Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (the  "Agreement")  is made  and
entered into as of this 10th day of May, 2004 by and among Find/SVP, Inc., a New
York  corporation  (the  "Company"),  and the "Investors"  named in that certain
Purchase  Agreement by and among the Company and the  Investors  (the  "Purchase
Agreement").

         The parties hereby agree as follows:

         1. CERTAIN DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

         "AFFILIATE"  means, with respect to any person,  any other person which
directly or indirectly  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" shall mean the Company's common stock, par value $0.0001
per  share,  and any  securities  into  which such  shares  may  hereinafter  be
reclassified.

         "INVESTORS"  shall  mean  the  Investors  identified  in  the  Purchase
Agreement  and any  Affiliate or permitted  transferee  of any Investor who is a
subsequent holder of any Warrants or Registrable Securities.

         "PER SHARE SUBSCRIPTION  PRICE" as to any Investor,  shall mean, on any
date of  determination,  the quotient  obtained by dividing (a) such  Investor's
Subscription  Amount plus the aggregate  exercise  price paid by the Investor in
connection  with any Warrant  exercise by such Investor on or prior to such date
by (b) the Shares  acquired  by the  Investor  on the  Closing  Date (as defined
below)  plus the  shares of  Common  Stock  acquired  by the  Investor  upon the
exercise of any Warrants exercised on or prior to such date of determination.

         "PROSPECTUS"  shall mean the  prospectus  included in any  Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered  by  such  Registration  Statement  and  by  all  other  amendments  and
supplements  to the  prospectus,  including  post-effective  amendments  and all
material incorporated by reference in such prospectus.

         "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  refer to a registration
made by preparing  and filing a  Registration  Statement or similar  document in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such Registration Statement or document.

         "REGISTRABLE SECURITIES" shall mean the Shares and the shares of Common
Stock issuable (i) upon the exercise of the Warrants, if any, and (ii) any other
securities  issued or issuable  with respect to or in exchange  for  Registrable
Securities;  provided, that, a security shall cease to be a Registrable Security
upon (A) sale  pursuant to a  Registration  Statement or Rule 144 under the 1933
Act, or (B) such security becoming  eligible for sale by the Investors  pursuant
to Rule 144(k).


<PAGE>

         "REGISTRATION  STATEMENT" shall mean any registration  statement of the
Company  filed  under  the  1933  Act  that  covers  the  resale  of  any of the
Registrable Securities pursuant to the provisions of this Agreement,  amendments
and  supplements  to  such  Registration  Statement,   including  post-effective
amendments,  all  exhibits and all  material  incorporated  by reference in such
Registration Statement.

         "REQUIRED  INVESTORS"  means the  Investors  holding a majority  of the
Registrable Securities.

         "SEC" means the U.S. Securities and Exchange Commission.
          ---

         "SHARES"  means the  shares  of Common  Stock  issued  pursuant  to the
Purchase Agreement.

         "SUBSCRIPTION  AMOUNT"  means for each  Investor the  aggregate  amount
invested by such Investor  pursuant to the Purchase  Agreement as of the Closing
Date.

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

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

         "WARRANTS"  means,  the  warrants  to purchase  shares of Common  Stock
issued to the Investors pursuant to the Purchase Agreement, the form of which is
attached to the Purchase Agreement as Exhibit A.

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

         2. REGISTRATION.

                    (a) REGISTRATION STATEMENTS.

                    (i) Promptly  following the closing of the purchase and sale
of the securities  contemplated  by the Purchase  Agreement (the "Closing Date")
but no later than  thirty-five  (35) days after the  Closing  Date (the  "Filing
Deadline"),  the Company  shall  prepare and file with the SEC one  Registration
Statement on Form S-1,  S-2 or S-3 (or, if such Forms are not then  available to
the Company,  on such form of  registration  statement  as is then  available to
effect a registration for resale of the Registrable  Securities,  subject to the
Required  Investors'  consent not to be  unreasonably  withheld),  covering  the
resale of the  Registrable  Securities in an amount at least equal to the number
of Shares  plus the  number of shares of Common  Stock  necessary  to permit the
exercise in full of the  Warrants.  Subject to SEC comments,  such  Registration
Statement shall include the plan of  distribution  attached hereto as EXHIBIT A.
Such Registration  Statement also shall cover, to the extent allowable under the
1933  Act and the  rules  promulgated  thereunder  (including  Rule  416),  such
indeterminate  number of additional  shares of Common Stock resulting from stock
splits,  stock dividends or similar transactions with respect to the Registrable
Securities.  The Company shall use its commercially reasonable efforts to obtain
from each person who now has  piggyback  registration  rights  (other than Petra
Mezzanine Fund,  L.P.) a waiver of those rights with respect to the Registration
Statement. The Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided in
accordance  with Section 3(c) to the  Investors  and their  counsel prior to its
filing or other submission. If a Registration Statement covering the


                                      -2-
<PAGE>

Registrable  Securities  is not  filed  with the SEC on or  prior to the  Filing
Deadline,  the  Company  will  make  pro  rata  payments  to each  Investor,  as
liquidated  damages  and not as a  penalty,  in an amount  equal to 1.25% of the
aggregate  amount  invested by such  Investor for each 30-day period or pro rata
for any portion thereof following the date by which such Registration  Statement
should have been filed for which no Registration Statement is filed with respect
to the Registrable Securities. Such payments shall be in partial compensation to
the Investors, and shall not constitute the Investors' exclusive remedy for such
events. Such payments shall be made to each Investor in cash.

                    (ii)  ADDITIONAL  REGISTRABLE  SECURITIES.  Upon the written
demand of any Investor  and upon any change in the Warrant  Price (as defined in
the Warrant) such that  additional  shares of Common Stock become  issuable upon
the exercise of the  Warrants,  the Company  shall prepare and file with the SEC
one or  more  Registration  Statements  on Form  S-1,  S-2 or S-3 or  amend  the
Registration  Statement filed pursuant to clause (i) above, if such Registration
Statement has not previously been declared  effective (or, if such Forms are not
then available to the Company, on such form of registration statement as is then
available  to effect a  registration  for  resale of such  additional  shares of
Common  Stock (the  "Additional  Shares"),  subject to the  Required  Investors'
consent not to be unreasonably  withheld)  covering the resale of the Additional
Shares, but only to the extent the Additional Shares are not at the time covered
by an effective Registration  Statement.  Such Registration Statement also shall
cover,  to the  extent  allowable  under the 1933 Act and the rules  promulgated
thereunder  (including Rule 416), such indeterminate number of additional shares
of Common  Stock  resulting  from  stock  splits,  stock  dividends  or  similar
transactions  with respect to the Additional  Shares.  The Company shall use its
commercially reasonable efforts to obtain from each person who now has piggyback
registration  rights a waiver of those rights with respect to such  Registration
Statement. The Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided in
accordance  with Section 3(c) to the  Investors  and their  counsel prior to its
filing or other submission.  If a Registration Statement covering the Additional
Shares is required to be filed under this Section 2(a)(ii) and is not filed with
the SEC within five  Business  Days of the request of any  Investor or after the
occurrence of any of the events specified in this Section 2(a)(ii),  the Company
will make pro rata payments to each Investor, as liquidated damages and not as a
penalty, in an amount equal to the greater of (i) 1.25% of 50% of the Investor's
Subscription Amount or (ii) 1.25% of the product of (x) the Investor's Per Share
Subscription  Price  multiplied  by (y) the sum of (i) the  Shares  and (ii) the
Warrant Shares then held by the Investor, for each 30-day period or pro rata for
any portion  thereof  following  the date by which such  Registration  Statement
should have been filed for which no Registration Statement is filed with respect
to the Additional Shares. Such payments shall be in partial  compensation to the
Investors,  and shall not constitute the  Investors'  exclusive  remedy for such
events. Such payments shall be made to each Investor in cash.

                    (b) EXPENSES.  The Company will pay all expenses  associated
with each  registration,  including  filing and  printing  fees,  the  Company's
counsel and accounting  fees and expenses,  costs  associated  with clearing the
Registrable  Securities for sale under applicable state securities laws, listing
fees,  fees and  expenses of one  counsel to the  Investors  and the  Investors'
reasonable   expenses  in  connection  with  the  registration,   but  excluding
discounts,  commissions, fees of underwriters,  selling brokers, dealer managers
or similar  securities  industry  professionals  with respect to the Registrable
Securities being sold.


                                      -3-
<PAGE>

                    (c) EFFECTIVENESS.

                    (i) The Company shall use commercially reasonable efforts to
have the Registration  Statement declared effective as soon as practicable.  The
Company  shall  notify the  Investors  by  facsimile  or e-mail as  promptly  as
practicable,  and in any event,  within one business day, after any Registration
Statement is declared  effective  and shall at such time  provide the  Investors
with copies of any related  Prospectus to be used in connection with the sale or
other  disposition  of the  securities  covered  thereby.  If (x) a Registration
Statement  covering the Registrable  Securities is not declared effective by the
SEC within  ninety (90) days after the Closing Date (120 days if the SEC reviews
the Registration Statement), or (y) a Registration Statement covering Additional
Shares is not declared  effective by the SEC within  ninety (90) days  following
the time such  Registration  Statement  was  required  to be filed  pursuant  to
Section  2(a)(ii) (a  "Blackout  Period"),  then the Company  will make pro rata
payments to each  Investor,  as liquidated  damages and not as a penalty,  in an
amount equal to 1.25% of the aggregate amount invested by such Investor for each
30-day  period or pro rata for any portion  thereof  following the date by which
such Registration Statement should have been effective.  If after a Registration
Statement has been declared  effective by the SEC, sales cannot be made pursuant
to such Registration  Statement for any reason (including  without limitation by
reason of a stop  order,  or the  Company's  failure to update the  Registration
Statement),  but excluding the inability of any Investor to sell the Registrable
Securities  covered  thereby  due to market  conditions  and  except as  excused
pursuant  to  subparagraph  (ii)  below,  then the  Company  will  make pro rata
payments to each  Investor,  as liquidated  damages and not as a penalty,  in an
amount equal to the greater of (i) 1.25% of 50% of the  Investor's  Subscription
Amount or (ii) 1.25% of the product of (x) the Investor's Per Share Subscription
Price  multiplied  by (y) the sum of (i) the Shares and (ii) the Warrant  Shares
then held by the Investor,  for such Blackout Period.  Such payments pursuant to
this paragraph 2(c) shall be in partial compensation to the Investors, and shall
not  constitute  the Investors'  exclusive  remedy for such events.  The amounts
payable as liquidated  damages  pursuant to this paragraph shall be paid monthly
within  three (3)  Business  Days of the last day of each  month  following  the
commencement of a Blackout Period until the termination of such Blackout Period.
Such payments shall be made to each Investor in cash.

                    (ii) For not more than twenty (20) consecutive days or for a
total of not more than forty-five (45) days in any twelve (12) month period, the
Company may delay the disclosure of material non-public  information  concerning
the  Company,   by  suspending  the  use  of  any  Prospectus  included  in  any
registration  contemplated  by this Section  containing  such  information,  the
disclosure  of which  at the  time is not,  in the  good  faith  opinion  of the
Company,  in the best interests of the Company (an "Allowed  Delay");  provided,
that the  Company  shall  promptly  (a) notify the  Investors  in writing of the
existence of (but in no event, without the prior written consent of an Investor,
shall the Company  disclose to such  Investor any of the facts or  circumstances
regarding) material non-public  information giving rise to an Allowed Delay, (b)
advise  the  Investors  in  writing  to cease all sales  under the  Registration
Statement until the end of the Allowed Delay and (c) use commercially reasonable
efforts to terminate an Allowed Delay as promptly as practicable.

                    (d)  UNDERWRITTEN  OFFERING.  If any offering  pursuant to a
Registration  Statement pursuant to Section 2(a) hereof involves an underwritten
offering,  the Company shall


                                      -4-
<PAGE>

have the right to select an  investment  banker and  manager to  administer  the
offering, which investment banker or manager shall be reasonably satisfactory to
the Required Investors.

         3. COMPANY  OBLIGATIONS.  The Company will use commercially  reasonable
efforts to effect the  registration of the Registrable  Securities in accordance
with the terms hereof,  and pursuant  thereto the Company will, as expeditiously
as possible:

                    (a)  use  commercially  reasonable  efforts  to  cause  such
Registration  Statement to become effective and to remain continuously effective
for a period that will  terminate  upon the earlier of (i) the date on which all
Registrable  Securities  covered by such Registration  Statement as amended from
time to time,  have  been  sold,  and (ii)  the  date on which  all  Registrable
Securities  covered by such Registration  Statement may be sold pursuant to Rule
144(k) (the "Effectiveness Period") and advise the Investors in writing when the
Effectiveness Period has expired;

                    (b)  prepare  and  file  with the SEC  such  amendments  and
post-effective  amendments to the  Registration  Statement and the Prospectus as
may be necessary to keep the  Registration  Statement  effective  for the period
specified in Section 3(a) and to comply with the  provisions of the 1933 Act and
the  1934  Act  with  respect  to the  distribution  of  all of the  Registrable
Securities covered thereby;

                    (c) provide copies to and permit  counsel  designated by the
Investors  to  review  each  Registration   Statement  and  all  amendments  and
supplements  thereto no fewer than three (3) business days prior to their filing
with the SEC and not file any document to which such counsel reasonably objects;

                    (d) furnish to the  Investors  and their  legal  counsel (i)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the Company (but not later than two (2) Business  Days after
the filing date,  receipt date or sending date, as the case may be) one (1) copy
of any  Registration  Statement  and any  amendment  thereto,  each  preliminary
prospectus and Prospectus  and each  amendment or supplement  thereto,  and each
letter  written  by or on behalf of the  Company  to the SEC or the staff of the
SEC,  and each item of  correspondence  from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment),  and (ii)  such  number  of  copies  of a  Prospectus,  including  a
preliminary  prospectus,  and all  amendments and  supplements  thereto and such
other  documents as each Investor may reasonably  request in order to facilitate
the  disposition of the Registrable  Securities  owned by such Investor that are
covered by the related Registration Statement;

                    (e) use commercially  reasonable  efforts to (i) prevent the
issuance of any stop order or other  suspension  of  effectiveness  and, (ii) if
such order is issued,  obtain the  withdrawal  of any such order at the earliest
possible moment;

                    (f) prior to any public offering of Registrable  Securities,
use commercially reasonable efforts to register or qualify or cooperate with the
Investors and their counsel in connection with the registration or qualification
of such  Registrable  Securities for offer and sale under the securities or blue
sky laws of such  jurisdictions  requested by the


                                      -5-
<PAGE>

Investors  and do any and  all  other  commercially  reasonable  acts or  things
necessary or advisable to enable the  distribution in such  jurisdictions of the
Registrable Securities covered by the Registration Statement; provided, however,
that the Company shall not be required in connection therewith or as a condition
thereto to (i)  qualify to do business  in any  jurisdiction  where it would not
otherwise be required to qualify but for this Section 3(f),  (ii) subject itself
to general  taxation  in any  jurisdiction  where it would not  otherwise  be so
subject but for this Section 3(f), or (iii) file a general consent to service of
process in any such jurisdiction;

                    (g)  use  commercially   reasonable  efforts  to  cause  all
Registrable  Securities covered by a Registration Statement to be listed on each
securities  exchange,  interdealer  quotation  system  or other  market on which
similar securities issued by the Company are then listed;

                    (h)  immediately  notify the  Investors,  at any time when a
Prospectus relating to Registrable  Securities is required to be delivered under
the 1933 Act,  upon  discovery  that,  or upon the  happening  of any event as a
result of which, the Prospectus included in a Registration Statement, as then in
effect,  includes an untrue  statement of a material  fact or omits to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances  then existing,  and at the
request of any such  holder,  promptly  prepare  and  furnish  to such  holder a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
Prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such Registrable Securities,  such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing; and

                    (i) otherwise use commercially  reasonable efforts to comply
with all applicable  rules and regulations of the SEC under the 1933 Act and the
1934 Act, take such other  actions as may be reasonably  necessary to facilitate
the registration of the Registrable Securities hereunder;  and make available to
its security holders, as soon as reasonably practicable,  but not later than the
Availability Date (as defined below), an earnings statement covering a period of
at  least  twelve  (12)  months,  beginning  after  the  effective  date of each
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act,  including Rule 158  promulgated  thereunder (for
the  purpose of this  subsection  3(i),  "Availability  Date" means the 45th day
following the end of the fourth fiscal  quarter that includes the effective date
of such  Registration  Statement,  except that, if such fourth fiscal quarter is
the last quarter of the  Company's  fiscal year,  "Availability  Date" means the
90th day after the end of such fourth fiscal quarter).

                    (j) With a view to making  available  to the  Investors  the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell shares of Common Stock
to the public  without  registration,  the Company  covenants and agrees to: (i)
make and keep public  information  available,  as those terms are understood and
defined in Rule 144,  until the earlier of (A) six months after such date as all
of the Registrable Securities may be resold pursuant to Rule 144(k) or any other
rule of  similar  effect or (B) such date as all of the  Registrable  Securities
shall have been  resold;  (ii) file with the SEC in a timely  manner all reports
and other  documents  required  of the  Company  under  the 1934 Act;  and (iii)
furnish  to each  Investor  upon  request,  as long as such  Investor  owns  any
Registrable  Securities,  (A) a written  statement  by the  Company  that it has
complied  with the


                                      -6-
<PAGE>

reporting  requirements of the 1934 Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly  Report on Form 10-Q, and (C) such other
information  as may be  reasonably  requested in order to avail such Investor of
any  rule  or  regulation  of the SEC  that  permits  the  selling  of any  such
Registrable Securities without registration.

              4. DUE  DILIGENCE  REVIEW;  INFORMATION.  The  Company  shall make
available,  during  normal  business  hours,  for  inspection  and review by the
Investors,  advisors to and representatives of the Investors (who may or may not
be  affiliated  with the  Investors  and who are  reasonably  acceptable  to the
Company),  any underwriter  participating in any disposition of shares of Common
Stock on  behalf  of the  Investors  pursuant  to a  Registration  Statement  or
amendments or  supplements  thereto or any blue sky,  NASD or other filing,  all
financial  and other  records,  all SEC  Filings  (as  defined  in the  Purchase
Agreement) and other filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review,  and cause the Company's  officers,  directors and  employees,  within a
reasonable time period, to supply all such information  reasonably  requested by
the Investors or any such  representative,  advisor or underwriter in connection
with such Registration Statement (including,  without limitation, in response to
all questions and other inquiries  reasonably made or submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole purpose of enabling the Investors and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of such Registration Statement.

                  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.

         5. OBLIGATIONS OF THE INVESTORS.

                    (a) Each  Investor  shall  furnish in writing to the Company
such information regarding itself, the Registrable Securities held by it and the
intended  method of disposition  of the  Registrable  Securities  held by it, as
shall be  reasonably  required to effect the  registration  of such  Registrable
Securities and shall execute such documents in connection with such registration
as the  Company  may  reasonably  request.  Such  documents  shall  include  the
questionnaire  attached  hereto as EXHIBIT B. At least  five (5)  Business  Days
prior to the first anticipated  filing date of any Registration  Statement,  the
Company shall notify each Investor of the information the Company  requires from
such Investor if such Investor elects to have any of the Registrable  Securities
included  in  the  Registration   Statement.  An  Investor  shall  provide  such
information  to the  Company at least two (2)  Business  Days prior to the first
anticipated  filing date of such Registration  Statement if such Investor elects
to  have  any  of  the  Registrable  Securities  included  in  the  Registration
Statement.

                    (b) Each  Investor,  by its  acceptance  of the  Registrable
Securities  agrees to cooperate with the Company as reasonably  requested by the
Company  in  connection


                                      -7-
<PAGE>

with the preparation and filing of a Registration  Statement  hereunder,  unless
such Investor has notified the Company in writing of its election to exclude all
of its Registrable Securities from such Registration Statement.

                    (c) Each  Investor  agrees that,  upon receipt of any notice
from the Company of either (i) the  commencement of an Allowed Delay pursuant to
Section  2(c)(ii) or (ii) the  happening  of an event  pursuant to Section  3(h)
hereof (each, a "Suspension Event"), such Investor will immediately  discontinue
disposition of Registrable  Securities  pursuant to the  Registration  Statement
covering such Registrable Securities, until the Investor's receipt of the copies
of the  supplemented  or  amended  prospectus  filed  with the SEC and until any
related  post-effective  amendment is declared  effective and, if so directed by
the Company,  the Investor  shall  deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies  in  the  Investor's  possession  of  the  Prospectus  covering  the
Registrable  Securities  current  at the time of  receipt  of such  notice.  The
Suspension  Event and notice  thereof  described  in this  Section 5(c) shall be
deemed to be  confidential  information  and shall be held by each  Investor  in
strictest confidence.

                    (d) Each Investor agrees that they will not offer to sell or
make any sale, assignment,  pledge, hypothecation or other transfer with respect
to the Registrable Shares that would constitute a sale within the meaning of the
1933 Act except pursuant to either (1) the Registration Statement,  (2) Rule 144
of the  1933  Act  or (3)  any  other  exemption  from  registration  under  the
Securities  Act, and that they will promptly  notify the Company of any material
changes in the information  set forth in the  Registration  Statement  regarding
such Investor.

                    Provided that a Suspension Event is not then in effect,  the
Investors may sell Registrable  Securities  under the Registration  Statement in
accordance with the Plan of Distribution included in the Prospectus. The selling
Investors shall comply with any prospectus  delivery  requirement  applicable to
such sales.

         6. INDEMNIFICATION.

                    (a)  INDEMNIFICATION  BY  THE  COMPANY.   The  Company  will
indemnify  and hold  harmless,  to the fullest  extent  permitted  by law,  each
Investor and its officers,  directors, members, employees and agents, successors
and assigns,  and each other person,  if any, who controls such Investor  within
the meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint  or  several,  to which  they may  become  subject  under  the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are based upon:  (i) any untrue  statement or
alleged  untrue  statement of any material  fact  contained in any  Registration
Statement,  any preliminary prospectus or final prospectus contained therein, or
any  amendment or supplement  thereof;  (ii) any blue sky  application  or other
document  executed by the Company  specifically  for that  purpose or based upon
written  information  furnished  by the  Company  filed  in any  state  or other
jurisdiction in order to qualify any or all of the Registrable  Securities under
the  securities  laws thereof  (any such  application,  document or  information
herein called a "Blue Sky Application");  (iii) the omission or alleged omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements therein not misleading; (iv) any violation by the Company or
its agents of any rule or regulation  promulgated  under the 1933 Act applicable
to the Company


                                      -8-
<PAGE>

or its agents and  relating  to action or  inaction  required  of the Company in
connection with such registration; or (v) any failure to register or qualify the
Registrable  Securities included in any such Registration in any state where the
Company or its agents has affirmatively undertaken or agreed in writing that the
Company will  undertake  such  registration  or  qualification  on an Investor's
behalf  (the  undertaking  of  any  underwriter  chosen  by  the  Company  being
attributed  to the  Company) and will  reimburse  such  Investor,  and each such
officer,  director or member and each such  controlling  person for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED,  HOWEVER,
that the  Company  will not be liable in any such case if and to the extent that
any such loss, claim,  damage or liability arises out of or is based upon (1) an
untrue  statement or alleged untrue statement or omission or alleged omission so
made in  conformity  with  information  furnished  by such  Investor or any such
controlling  person  in  writing  specifically  for  use  in  such  Registration
Statement  or  Prospectus,  (2) the failure of such  Investor to comply with the
covenants and agreements  contained in this Agreement  respecting  resale of the
Registrable  Securities,  or (3) any untrue  statement or omission of a material
fact required to make such statement not  misleading in any  Prospectus  that is
corrected in any  subsequent  Prospectus  that was  delivered to such Investor a
reasonable period of time before the pertinent sale or sales by such Investor.

                    (b) INDEMNIFICATION BY THE INVESTORS.  Each Investor agrees,
severally but not jointly, to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors, officers, employees,  stockholders
and each person who  controls  the Company  (within the meaning of the 1933 Act)
against  any  losses,  claims,  damages,   liabilities  and  expense  (including
reasonable  attorney fees) resulting from (i) any untrue statement of a material
fact  or  any  omission  of a  material  fact  required  to  be  stated  in  the
Registration  Statement or Prospectus or preliminary  prospectus or amendment or
supplement  thereto or necessary to make the statements  therein not misleading,
to the extent,  but only to the extent that such untrue statement or omission is
contained  in any  information  furnished  in  writing by such  Investor  to the
Company specifically for inclusion in such Registration  Statement or Prospectus
or  amendment  or  supplement  thereto or (ii) any  failure of such  Investor to
comply with the covenants and agreements  contained in this Agreement respecting
resale of the  Registrable  Securities  and such  Investor  will  reimburse  the
Company,  each  of its  directors,  officers,  agents  and  employees,  and  any
controlling  persons for any reasonable  legal and other expense incurred by the
Company,  its directors,  officers,  agents and employees,  and any  controlling
persons, in connection with investigating,  defending, settling, compromising or
paying any such loss, claim, damage,  liability,  expense or action. In no event
shall the  liability of an Investor be greater in amount than the dollar  amount
of the proceeds (net of all expense paid by such Investor in connection with any
claim relating to this Section 6 and the amount of any damages such Investor has
otherwise  been required to pay by reason of such untrue  statement or omission)
received by such Investor upon the sale of the Registrable  Securities  included
in the Registration Statement giving rise to such indemnification obligation.

                    (c)  CONDUCT  OF  INDEMNIFICATION  PROCEEDINGS.  Any  person
entitled  to  indemnification  hereunder  shall  (i) give  prompt  notice to the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel  reasonably  satisfactory  to the indemnified  party;  PROVIDED that any
person  entitled  to  indemnification  hereunder  shall have the right to employ


                                      -9-
<PAGE>

separate  counsel and to participate in the defense of such claim,  but the fees
and expenses of such counsel  shall be at the expense of such person  unless (a)
the  indemnifying  party has  agreed to pay such  fees or  expenses,  or (b) the
indemnifying  party  shall have  failed to assume the  defense of such claim and
employ counsel  reasonably  satisfactory to such person or (c) in the reasonable
judgment  of any such  person,  based  upon  written  advice of its  counsel,  a
conflict of interest exists between such person and the indemnifying  party with
respect to such claims (in which case, if the person  notifies the  indemnifying
party in  writing  that such  person  elects to employ  separate  counsel at the
expense of the indemnifying  party,  the  indemnifying  party shall not have the
right to  assume  the  defense  of such  claim on behalf  of such  person);  and
PROVIDED,  FURTHER,  that the failure of any indemnified party to give notice as
provided  herein  shall not relieve the  indemnifying  party of its  obligations
hereunder,  except  to the  extent  that  such  failure  to  give  notice  shall
materially  adversely affect the  indemnifying  party in the defense of any such
claim or litigation.  It is understood that the indemnifying party shall not, in
connection with any proceeding in the same  jurisdiction,  be liable for fees or
expenses of more than one  separate  firm of  attorneys at any time for all such
indemnified  parties. No indemnifying party will, except with the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that  does not  include  as an  unconditional  term  thereof  the  giving by the
claimant or plaintiff to such indemnified  party of a release from all liability
in respect of such claim or litigation.

                    (d)  CONTRIBUTION.  If for any  reason  the  indemnification
provided  for in the  preceding  paragraphs  (a)  and (b) is  unavailable  to an
indemnified  party or insufficient to hold it harmless,  other than as expressly
specified  therein,  then the indemnifying  party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such  proportion as is appropriate to reflect the relative fault
of the  indemnified  party  and the  indemnifying  party,  as well as any  other
relevant   equitable   considerations.    No   person   guilty   of   fraudulent
misrepresentation  within the meaning of Section  11(f) of the 1933 Act shall be
entitled  to  contribution  from  any  person  not  guilty  of  such  fraudulent
misrepresentation.  In no event shall the contribution obligation of a holder of
Registrable  Securities  be  greater  in amount  than the  dollar  amount of the
proceeds (net of all expenses  paid by such holder in connection  with any claim
relating  to this  Section  6 and the  amount of any  damages  such  holder  has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission or alleged  omission)  received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation.

         7. MISCELLANEOUS.

                    (a)  AMENDMENTS  AND WAIVERS.  This Agreement may be amended
only by a writing signed by the Company and the Required Investors.  The Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required to be  performed  by it, only if the Company  shall have  obtained  the
written  consent to such  amendment,  action or omission to act, of the Required
Investors.

                    (b) NOTICES. All notices and other  communications  provided
for or  permitted  hereunder  shall be made as set forth in  Section  9.4 of the
Purchase Agreement.

                    (c) ASSIGNMENTS  AND TRANSFERS BY INVESTORS.  The provisions
of this  Agreement  shall be  binding  upon  and  inure  to the  benefit  of the
Investors and their respective


                                      -10-
<PAGE>

successors  and assigns.  An Investor  may transfer or assign,  in whole or from
time to time in part, to one or more persons its rights  hereunder in connection
with the transfer of  Registrable  Securities  by such  Investor to such person,
provided  that such  Investor  complies  with all laws  applicable  thereto  and
provides  written  notice of  assignment  to the  Company  promptly  after  such
assignment is effected.

                    (d) ASSIGNMENTS AND TRANSFERS BY THE COMPANY. This Agreement
may not be assigned by the Company  (whether by operation  of law or  otherwise)
without the prior written consent of the Required Investors,  provided, however,
that the Company may assign its rights and delegate its duties  hereunder to any
surviving or successor  corporation in connection with a merger or consolidation
of  the  Company  with  another  corporation,  or  a  sale,  transfer  or  other
disposition  of all or  substantially  all of the  Company's  assets to  another
corporation,  without the prior written consent of the Required Investors, after
notice duly given by the Company to each Investor.

                    (e) BENEFITS OF THE  AGREEMENT.  The terms and conditions 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  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

                    (f)  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.

                    (g) 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.

                    (h)  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  provisions  hereof  prohibited or
unenforceable in any respect.

                    (i)  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.

                    (j) ENTIRE  AGREEMENT.  This  Agreement  is  intended by the
parties as a final  expression of their  agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained


                                      -11-
<PAGE>

herein.  This  Agreement  supersedes  all prior  agreements  and  understandings
between the parties with respect to such subject matter.

                    (k) 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.


                                      -12-
<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


                                      -13-
<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

                                    SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.



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








                                      -14-
<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


                                      -15-

<PAGE>

                                    [LEVITICUS PARTNERS, L.P.]



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


                                      -16-
<PAGE>

                                    Castle Creek Technology Partners LLC



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


                                      -17-
<PAGE>


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


                                      -18-
<PAGE>


                                    Crown Investment Partners, LP



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


                                      -19-
<PAGE>


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


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

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


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


                                      -20-
<PAGE>


                                    [Corsair Capital Partners LP]



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


                                      -21-
<PAGE>


                                    [Corsair Capital Partners 100, LP]



                                    By: /s/ Jay Petschek
                                       -------------------------
                                    Name:   Jay Petschek
                                    Title:  Managing Member of the G.P.
                                            Corsair Capital Partners 100, LP


                                      -22-
<PAGE>


                                    [Corsair Capital Investors, Ltd.]



                                    By: /s/ Jay Petschek
                                       -------------------------
                                    Name:   Jay Petschek
                                    Title:  Managing Member of the I.M.
                                            Corsair Capital Investors, Ltd


                                      -23-
<PAGE>


                                    SCHOTTENFELD QUALIFIED ASSOCIATES, LP



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


                                      -24-
<PAGE>

                                    DKR SOUNDSHORE OASIS HOLDING FUND LTD.



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


                                      -25-

<PAGE>


                                    Basso Multi-Strategy Holding Fund Ltd.



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



                                      -26-
<PAGE>


                                    Basso Equity Opportunity Holding Fund Ltd.



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



                                      -27-
<PAGE>


                                    Iroquois Capital LP



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



                                      -28-
<PAGE>

                                    [Stuart Schapiro Money Purchase Plan]



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


                                      -29-
<PAGE>

                                    SHANNON RIVER PARTNERS, LP



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


                                      -30-
<PAGE>

                                    SHANNON RIVER PARTNERS II



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


                                      -31-
<PAGE>

                                    [Kensington Partners, LP]



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


                                      -32-

<PAGE>

                                    [Bald Eagle Fund, Ltd.]



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


                                      -33-

<PAGE>

                                    SF CAPITAL PARTNERS LTD.



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


                                      -34-