EXHIBIT 10.1
                              EMPLOYMENT AGREEMENT



         EMPLOYMENT  AGREEMENT  effective as of the 28th day of April,  2004, by
and  between  FIND/SVP,  INC.,  a New York  corporation,  having  its  principal
executive  offices  at 625  Avenue of the  Americas,  New York,  New York  10011
(hereinafter  referred to as the "Company"),  and Marc Litvinoff,  an individual
residing  at 212  Johnson  Avenue,  Los  Gatos,  California  95030  (hereinafter
referred to as the "Employee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  the  Company  provides  global  business  advisory  and other
services; and

         WHEREAS,  the Company and Employee have entered into a Letter Agreement
of employment  outlining the proposed terms of employment (the "Letter Agreement
of Employment"); and

         WHEREAS,  the  Company  and the  Employee  desire  to  formalize  their
relationship as hereinafter set forth;

         NOW,   THEREFORE,   in   consideration  of  the  terms  and  conditions
hereinafter set forth, the parties hereto agree as follows:

         1. EMPLOYMENT; POSITION; RESPONSIBILITIES.

                  1.1 The Company  hereby  employs  and engages the  Employee to
serve as the Chief Operating Officer of the Company.  In addition thereto,  as a
senior  executive of the Company,  Employee  shall feel free to give the Company
his  input on any and all  corporate  developments  and  issues.  In  connection
therewith,  Employee  shall be a member of the  Company's  Operating  Management
Group (the "OMG")  whose  function is to propose  initiatives  and  supplemental
strategies  needed to move the  Company to the next level of growth and to apply
the Company's  overall  policies and  strategies.  Employee  shall report to the
Company's Chief Executive Officer.

                  1.2 The  Employee  hereby  accepts  said  employment  with the
Company  on the terms and  conditions  herein set forth and agrees to devote his
full time,  energy and skill during regular  business hours  exclusively to such
employment.  The Employee may serve on civic or charitable boards or committees,
deliver   lectures,   fulfill   speaking   engagements,   teach  at  educational
institutions,  or manage personal investments;  provided that such activities do
not  individually  or in the aggregate  interfere  with the  performance  of his
duties under this Agreement.


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         2. TERM OF EMPLOYMENT.

                  2.1 The  term  (the  "Term")  of  employment  hereunder  shall
commence on May 17, 2004 ("Commencement  Date") and shall continue until May 16,
2005  (the   "Expiration   Date"),   provided  that  this  Agreement   shall  be
automatically  renewed on the Expiration  Date for an additional one year period
(the "Renewal Term"),  unless the Company notifies Employee (a "Renewal Notice")
in writing at least sixty (60) days prior to such  Expiration  Date that it does
not wish to renew this Agreement (a "Nonrenewal  Event") and provided,  however,
that Employee's  employment shall terminate sooner upon the occurrence of any of
the following events:

                           (a)      The death of the Employee;
                           (b)      The  incapacity  of the  Employee as defined
                                    below;
                           (c)      An act or omission to act on the part of the
                                    Employee which would  constitute  cause,  as
                                    defined  below,   for  the   termination  of
                                    employment, and the giving of written notice
                                    to the  Employee  by the  Company  that  the
                                    Company  elects to terminate the  employment
                                    of the Employee;
                           (d)      The Employee  voluntarily  leaves the employ
                                    of the Company; or
                           (e)      Resignation  by the Employee for good reason
                                    as defined below;  or
                           (f)      The Employee  is terminated  with or without
                                    cause.

                  2.2 The  term  "incapacity"  as that  term is used in  Section
2.1(b)  above and Section  2.4(a)  below shall be deemed to refer to and include
the absence of the Employee from his  employment by reason of mental or physical
illness,  disability or incapacity  for a continuous  period of 90 days or for a
period of 120 days in any  six-month  period,  and the  Company,  at its option,
elects to treat such illness, disability or incapacity as permanent in nature.

                  2.3 The term  "cause" as that term is used in  Section  2.1(c)
above and Sections  2.4(a) and 3.6 below shall be defined as the  occurrence  of
one or more of the following events:

                           (a)      the  Employee's  conviction  or pleading  no
                                    contest  in a court  of law as to any  crime
                                    involving  money  or other  property or of a
                                    felony;
                           (b)      the willful  taking or  attempted  taking of
                                    any action by the Employee  which results in
                                    damage  to  the   Company,   including   any
                                    appropriation  (or attempted  appropriation)
                                    of  (i)  any  of  the  Company's   funds  or
                                    property   or  (ii)  a   material   business
                                    opportunity   of  the   Company,   including
                                    attempting   to  secure  or   securing   any
                                    personal   profit  in  connection  with  any
                                    transaction  entered  into on  behalf of the
                                    Company; or
                           (c)      the   Employee's   breach   of  any  of  the
                                    provisions of Section 4 hereof; or
                           (d)      the   Employee's   refusal   or  willful  or
                                    intentional    failure   to    substantially
                                    perform,   or   performance   in  a  grossly
                                    negligent  manner of,  his duties  hereunder
                                    (other  than any  such  failure  or  refusal
                                    resulting   from  his   incapacity)  or  the
                                    Employee's refusal or willful or intentional
                                    failure to carry out the  lawful  directives
                                    of the


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<PAGE>

                                    Company'sChief   Executive  Officer  or  his
                                    carrying out of those objective in a grossly
                                    negligent  manner or the material default or
                                    breach  by  Employee   of  any   obligation,
                                    representation,    warranty,   covenant   or
                                    agreement  made by  Employee  herein  (other
                                    than Article 4 hereof);  provided,  however,
                                    that the Company  shall have given  Employee
                                    written   notice  of  any  such   cause  for
                                    termination  in  accordance   with  Sections
                                    2.1(c) and 7 hereof and Employee  shall have
                                    failed  to cure  such  cause  within 15 days
                                    after the date of such notice.  If the cause
                                    for termination set forth in this subsection
                                    2.3(d) is cured within the 15 day period, it
                                    shall be deemed for all purposes  that cause
                                    for  termination  has not  occurred  (except
                                    that if the same or a  similar  event to the
                                    one  resulting  in notice  pursuant  to this
                                    subsection  2.3(d) recurs after a cure,  the
                                    right   to  cure   the   second   cause   of
                                    termination,  after  notice with  respect to
                                    the  second  event  shall  have been  given,
                                    shall  expire  24 hours  after  the time the
                                    notice is given).

                  2.4 The term  "good  reason"  as that term is used in  Section
2.1(e) above and Section 3.6 below shall be defined as the following:

                           (a)      the  material   diminution   of   Employee's
                                    position or responsibilities and status with
                                    the Company;
                           (b)      a  relocation  of  the  Company's  principal
                                    offices and place of  Employee's  employment
                                    outside New York City, Westchester County or
                                    Fairfield County;
                           (c)      the Company's  material breach of any of its
                                    obligations  under this Agreement;  provided
                                    however,  that the Employee shall have given
                                    Company written notice of any such cause for
                                    Good Reasons,  and Company shall have failed
                                    to cure such  cause (if  curable)  within 30
                                    days after the date of such  notice.  If the
                                    cause for Good Reason is cured within the 30
                                    day  period,  it  shall  be  deemed  for all
                                    purposes that such cause for Good Reason has
                                    not occurred.

         3. COMPENSATION: RELATED MATTERS.

                  3.1 (a)  Employee  shall  receive  a salary  for his  services
hereunder  at the rate of $230,000  per annum,  payable in  accordance  with the
Company's normal payroll procedure for executive  employees.
                      (b) In addition  to the  Employee's salary,  the  Employee
                          will be  eligible to receive incentive compensation as
                          follows:

                           i.       Bonus  target of $40,000 for  calendar  year
                                    2004 upon the  achievement of 2004 corporate
                                    EBITDA targets.

                           ii.      An  automobile   allowance  of  $500.00  per
                                    month.


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<PAGE>

                  3.2  The  Company   shall   reimburse  the  Employee  for  all
reasonable  expenses  incurred  by him in  connection  with the  business of the
Company, provided Employee shall submit proper supporting documentation for such
expenses.  Any such expense or related group of expenses exceeding $7,500 in the
aggregate  shall be  pre-approved  in writing  by the CFO or CEO of the  Company
prior to the incurrence of such expense.

                  3.3 Employee  shall be eligible,  to the extent he  qualifies,
for participation in any health or other group insurance plan of the Company and
shall also be entitled to  participate in any employee  benefit  programs of the
Company for its key employees or for its employees generally.

                  3.4  Employee  shall be  entitled  to four  (4)  weeks of paid
vacation  annually (subject to prorating for partial years), to be taken at such
times as are consistent with the needs of the Company and the convenience of the
Employee,  plus  such  other  holidays,  personal  days or other  days as may be
determined in accordance  with the Company's  policies as in effect from time to
time.

                  3.5 (a) In the event the Employee's  employment by the Company
is terminated for "cause"  pursuant to Section  2.1(c)  hereof,  or by virtue of
Section 2.1(d) hereof because the Employee  voluntarily leaves the employ of the
Company, the Employee shall be entitled to (i) the compensation  provided for by
Section 3.1(a) hereof, and (ii) compensation  accrued pursuant to Section 3.1(b)
hereof, in each case only up until the date of termination of his employment.

                    (b) In the event the Employee's employment by the Company is
terminated by the Company without cause, by the Employee for Good Reason,  or as
a result of a Nonrenewal  Event or a Second Year Nonrenewal  Event, the Employee
(or his estate in the event such termination is due to the death of the Employee
or the  Employee  dies  subsequent  to such  termination)  shall be  entitled to
receive (i) the  compensation  provided for in Section  3.1(a)  hereof as may be
adjusted upward and without taking into effect any Cash Compensation  Reductions
(as defined  below) for the  Severance  Period (as defined  herein) and (ii) any
monies due and owing to the Employee  pursuant to Section 3.1(b),  provided that
any benefit  under  Section  3.1(b)(ii)  hereof  shall only be provided  for the
Severance  Period  (collectively,  the "Severance  Benefit").  Subsequent to the
Employee's  separation  from  employment,  should the Company  discover that the
Employee had violated Section 2.1(c) or Section 4 hereof,  the Company shall not
pay, and Employee shall not be entitled to receive, any portion of the Severance
Benefit.  The  "Severance  Period"  shall be a period of six (6) months from the
date of  termination;  provided,  that for each  full  month  that  Employee  is
employed  hereunder  after the  commencement  of the Term, the Severance  Period
shall be  increased  by one  additional  month up to an  additional  six  months
(equaling up to an aggregate maximum Severance Period of twelve months).

                  For  purposes of this  Agreement,  a "Second  Year  Nonrenewal
Event" shall occur in the event that the Employee ceases to continue  employment
with the Company  after the  expiration  of the Renewal Term because the Company
does not offer to continue the Employee's  employment hereunder for a third year
on  terms  that  are  substantially  the  same as the  terms  contained  in this
Agreement,  provided, however, that the cash compensation offered by the Company
may be reduced (a "Cash Compensation  Reduction") pro rata (but in no event less
than 90% of the cash


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<PAGE>

compensation  provided  hereunder)  to the same  extent  that a majority  of the
members of the  Company's  OMG shall  also  agree to accept a cash  compensation
reduction.

                  3.6 GRANT OF STOCK OPTIONS AND RESTRICTED STOCK. (a) Effective
as of the "Commencement Date", the Company will grant to the Employee a ten-year
Incentive Stock Option (the "Option") to purchase fifty thousand (50,000) shares
of the Company's common stock, ("Common Stock") pursuant to the terms of a Stock
Option Agreement attached hereto as EXHIBIT A.

                    (b)  Effective as of the  "Commencement  Date",  the Company
will grant to the  Employee  100,000  shares of  restricted  Common  Stock at an
exercise price of $.01 per share (the "Restricted  Stock") pursuant to the terms
of a Restricted Stock Award Agreement attached hereto as EXHIBIT B.

                    (c)  Promptly  upon  commencement  of  a  second  year  term
hereunder,  the Employee  shall be awarded  25,000 shares of  restricted  Common
Stock having terms and conditions  substantially similar to the Restricted Stock
described in (b)  immediately  above,  other than the vesting  provisions  which
shall be determined by the Company.

                  3.7 RELOCATION EXPENSES. The Company shall pay directly to, or
on behalf of, Employee  reasonable expenses in connection with the physical move
of Employee and his immediate  family (the "Direct  Relocation  Payment Amount")
and shall also  reimburse  Employee  for other normal and  customary  relocation
expenses up to a maximum  amount of $75,000 less the Direct  Relocation  Payment
Amount (the  "Relocation  Reimbursement  Amount",  and together  with the Direct
Relocation Payment Amount, the "Relocation  Payments");  provided, that Employee
shall use all reasonable  efforts to submit expense  documentation  to the Chief
Financial Officer of the Company for approval prior to incurrence.  However,  if
employee resigns without good reason or is terminated for cause prior to the end
of the Term, an amount of the Relocation Payments shall be repaid to the Company
by Employee in an amount equal to the product of the total  Relocation  Payments
paid  multiplied  by a fraction the numerator of which is the number of full and
partial months  remaining until the one year  anniversary date of this Agreement
on the  earlier  to occur  of the date of  resignation  or  termination  and the
denominator of which is 12.

         4.       RESTRICTIVE COVENANTS.

                  For purposes of this Section 4, the definition "Company" shall
include each of the Company's subsidiaries and affiliates.

                  4.1  ACKNOWLEDGEMENTS.  Employee acknowledges that the Company
is in the information  services business and that the Employee,  as an Executive
Officer of the Company,  will be familiar in detail with the  activities  of the
Company  and  will  participate  in  formulating  the  activities;  that he will
continue to be familiar in detail with the  activities  and future  plans of the
Company as they continue to develop during his employment; and that his position
will give him a thorough  knowledge of the  Company's  customers,  suppliers and
servicing and marketing  operations  and will place him in close and  continuous
contact  with  the  Company's   customers  and   suppliers.   Employee   further
acknowledges  that (a) if he were to compete  with the  Company  by  organizing,


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<PAGE>

directing, advising, assisting or becoming an employee of any competing business
entity,  as  defined  below,  he could do great  harm to the  Company  and would
materially  diminish  or destroy the value to the  Company of its  customer  and
supplier  relationships  and  servicing  and  marketing  arrangements;  (b)  the
services to be performed  by Employee  under this  Agreement  are for a special,
unique, unusual,  extraordinary and intellectual character;  (c) the business of
the Company are  national  and  international  in scope and their  products  are
marketed  throughout the United States and in other  countries,  territories and
possessions; (d) the Company competes with other businesses that are or could be
located in any part of the United States and in other countries, territories and
possessions;  and (e)  the  provisions  of this  Section  4 are  reasonable  and
necessary to protect the business of the Company and will not restrict  Employee
from earning a livelihood.

                  4.2  CONFIDENTIALITY.  Both during the Term of this  Agreement
and at all times  thereafter,  the Employee (i) shall treat as confidential  all
Confidential  Information,  (ii) without the prior written consent of the CEO of
the Company, shall not use for any personal purposes,  publish, reveal, divulge,
transfer or otherwise disclose,  or directly or indirectly make available to any
party any of such  Confidential  Information  except to such parties that either
(a) are employed by, or (b) have signed a confidentiality agreement with respect
to  such  Confidential  Information  and  such  parties  have  a need  for  such
information for purposes that are in the best interest of the Company, and (iii)
shall not use  Confidential  Information  in any way that is  detrimental to the
interests of the Company. The term "Confidential Information" shall mean any and
all nonpublic knowledge relating to the business and affairs of the Company, and
its trade secrets, business methodologies,  financial information,  customer and
personnel information and data, creditors, shareholders, directors, contractors,
agents,  consultants,  employees,  terms of contracts, and other confidential or
nonpublic  information   pertaining  to  the  business  practices,   properties,
services,  products,  ideas,  know-how,  improvements  and  developments  of the
Company  conceived,  developed  or devised by or for the  Company  that is or is
intended to be of a confidential nature,  including, but not limited to, any and
all  knowledge  relating  to  products,   research,   development,   inventions,
purchasing,    accounting,   finances,   costs,   profit   margins,   marketing,
merchandising,  selling,  customer lists,  customer  requirements and personnel,
pricing,  pricing methods,  computer  programs and software,  databases and data
processing. The term "Confidential Information" shall include the aforementioned
items  notwithstanding  the  fact  that  such  information  may  or  may  not be
explicitly  marked  as  confidential  and  notwithstanding  the fact  that  such
information  could be  independently  developed by third parties,  provided that
nothing  contained in this section  shall be construed to prevent  Employee from
using any  general  technical  know-how  and  information  that is in the public
domain or of a nature known  generally  throughout  the industry or known to the
Employee prior to the date hereof and nothing contained in this section shall be
construed as imposing  restraints  upon the  Employee's  use of any  information
which is or has been rightfully obtained by the Employee from persons other than
the Company where such persons are under no obligation of trust or confidence to
the Company.

                  4.3  COMPETITIVE   RESTRICTIONS.   During  the  Term  of  this
Agreement  and during the  Restricted  Period  (the Term of  employment  and the
Restricted  Period  being  collectively  referred to as the  "Covenant  Period";
provided,  that the  Covenant  Period shall be extended by the amount of time of
any  violation  by the  Employee of any  covenant of this Section 4 to which the
Covenant  Period  applies),  unless  otherwise  consented  to by the  Company in
writing,  Employee shall not engage as founder,  principal,  partner,  executive
officer,  owner,  employee or consultant


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<PAGE>

of any competing business entity, as defined below; provided,  that the Employee
shall be permitted  during the Covenant Period to own less than a 5% interest as
a  stockholder  (and in no other  capacity) in a company  which is listed on any
national stock  exchange even though it may be in competition  with the Company.
As used in this Agreement,  the term "competing  business entity" shall mean any
corporation,  firm,  partnership,  association,  trust,  group,  joint  venture,
individual proprietorship or other party engaged in a business to business rapid
response  information-on-demand  business  and such  other  businesses  that the
Company is actively engaged during the Term of this Agreement.

                  For purposes of this  Agreement,  the term  Restricted  Period
shall be a period of six (6) months from the date of termination; provided, that
for each  full  month  that  Employee  is  employed  by the  Company  after  the
commencement  of the Term,  the  Restricted  Period  shall be  increased  by one
additional  month up to an  additional  six months  (equaling up to an aggregate
maximum Period of twelve months).

                  4.4  DISCLOSURE.  Employee  shall,  during  the  Term  of  his
employment,  promptly  reveal to the Company all  matters  coming to  Employee's
attention pertaining to the business or interests of the Company.

                  4.5 NON  SOLICITATION.  Unless  otherwise  consented to by the
Company in  writing,  Employee  shall not during the  Covenant  Period,  hire or
solicit for hiring,  on his own behalf or on behalf of any business entity,  any
employee of the Company, or any person who was an employee of the Company in the
twelve (12) month period prior to such hiring or solicitation for hiring.

                  4.6  NON-INTERFERENCE;  NON-DISPARAGEMENT.  (a)  At  any  time
during the Covenant  Period,  the Employee  shall not interfere  with any of the
Company's  relationships  with any party,  including  any party who, at any time
during the Term,  was an  employee,  contractor,  supplier  or  customer  of the
Company.  At any time  during  or after the Term,  the  Employee  shall not make
public  statements  which may  negatively  impact  the  Company  or any of their
respective shareholders,  directors,  officers, employees or agents with respect
to the customers, suppliers, products, personnel or business of the Company. For
purposes of this  Section 4.6,  "interfere"  shall mean  intentional  or grossly
negligent acts or conduct that is reasonably likely to hamper, hinder or disturb
the relationships between the Company and any applicable party.

                  (b) At any time during or after the Term,  the  Company  shall
not  make  public   statements   which  may  negatively   impact  the  Employee.
Notwithstanding  the  foregoing,  nothing in this  Agreement  shall preclude the
Company from making any public announcement deemed necessary,  in the reasonable
opinion of Company's counsel, in connection with any federal or state securities
laws or stock exchange rules.

                  4.7 INVENTIONS. Employee will promptly disclose to the Company
all  designs,  processes,  inventions,   improvements,   discoveries  and  other
information related to the business of the Company (collectively "developments")
conceived,  developed or acquired by him alone or with others during the Term in
connection with his employment with the Company.  All such developments shall be
the sole and  exclusive  property of the Company,  and upon request the Employee
shall  deliver to the  Company all  drawings,  models and other data and records
relating  to


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<PAGE>

such  developments.  In the event any such  developments  shall be deemed by the
Company to be patentable or copyrightable,  the Employee shall,  while employed,
at the expense of the Company,  assist the Company in  obtaining  any patents or
copyrights  thereon and execute all documents and do all other things  necessary
or proper to obtain  letters  patent and copyrights and to vest the Company with
full title thereto.

                  4.8 USE AND RETURN OF MATERIALS.  Employee  shall not,  during
his Term of employment or upon termination  thereof,  remove from the offices of
the Company, any studies,  samples,  reports,  plans,  contracts,  publications,
customer lists or other similar items nor copies or facsimiles  thereof,  except
as the same may relate to the performance of Employee's duties hereunder,  or as
otherwise authorized by the Company. At the termination of Employee's employment
with the  Company  the  Employee  shall  return  to the CEO of the  Company  the
originals and all copies of correspondence,  memoranda,  papers, files, records,
and  other  materials  that may at any time have  come  into the  possession  of
Employee and relate to the business and affairs of the Company.

                  4.9 COSTS OF ENFORCEMENT. In the event that the Company brings
an action or arbitration  proceeding to enforce its rights under this Section 4,
the party that substantially  prevails in such arbitration  proceeding or action
shall be entitled to recover from the party or parties against whom the order or
award is given or the award or  judgment  is  entered  all  costs and  expenses,
including  reasonable  attorneys'  fees,  incurred  by the  prevailing  party or
parties  with  respect  to such  action or  proceeding,  such award of costs and
expenses to be determined by the arbitrator(s) or the Court, as the case may be.

         5. SEVERABILITY OF COVENANTS.

                  The provisions of Section 4 of this Agreement contain a number
of separate and divisible covenants,  all of which are included  respectively in
said  Section  for the  purpose  of  brevity  only,  and each of which  shall be
construed as a separate covenant and shall be separately enforceable, and if any
court of competent  jurisdiction  shall determine that any part of said Section,
or any part of any sentence or paragraph thereof,  or any such separate covenant
therein  contained,  is unduly restrictive or void, the remaining part or parts,
or the other  separate  covenants,  shall be considered  valid and  enforceable,
notwithstanding the unenforceability of such part or separate covenant.

         6. REMEDIES.

                  Employee acknowledges that it will be impossible to measure in
money the damage to the Company of a breach of any of the  provisions of Section
4; that any such  breach will cause  irreparable  injury to the Company and that
the Company,  in addition to any other  rights and  remedies  existing at law or
equity or by statute,  shall be entitled to an injunction or  restraining  order
restraining  Employee from doing or continuing to do any such acts and any other
violations or threatened  violations of Section 4, and Employee  hereby consents
to the issuance of any such  injunction  or  restraining  order  without bond or
security.


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<PAGE>

         7. NOTICES.

                  All  notices  required or  permitted  to be given by any party
hereunder shall be in writing and delivered in person or mailed by registered or
certified  mail,  return receipt  requested,  to the other parties  addressed as
follows:

                  (a) If to the  Employee  to 212  Johnson  Avenue,  Los  Gatos,
California 95030 with a copy to Kaiser Saurborn & Mair, P.C., 20 Exchange Place,
New York, New York 10005, Attention: David N. Mair, Esq.;

                  (b) If to the Company to 625 Avenue of the Americas, New York,
New York 10011, Attention: Chief Executive Officer, with a copy to Kane Kessler,
1350 Avenue of the  Americas,  New York,  New York 10019,  Attention:  Robert L.
Lawrence,  Esq.; or to such other  addresses as the parties may direct by notice
given  pursuant  hereto.  Any notice  mailed as  provided  above shall be deemed
completed on the date of receipt.

         8. ENTIRE AGREEMENT.

                  The provisions  hereof  constitute the entire  agreement among
the parties with respect to the subject matter hereof and supersede, replace and
terminate  all  existing  oral or written  agreements  concerning  such  subject
matter.  No  modification,  supplement  or  discharge  hereof shall be effective
unless in writing and executed by or on behalf of the parties hereto.

         9. WAIVER.

                  No waiver by any party of any condition,  term or provision of
this  Agreement  shall be  deemed to be a waiver of a  preceding  or  succeeding
breach of the same or any other condition, term or provision hereof.

         10. ASSIGNABILITY.

                  This  Agreement,  and its  rights and  obligations  may not be
assigned by Employee.  This Agreement  shall be binding upon the Company and its
successors and assigns.

         11. GOVERNING LAW.

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance with the laws of the State of New York.


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<PAGE>

         12.      ARBITRATION.

                  Except in the event of the need for immediate equitable relief
from a court of  competent  jurisdiction  to prevent  irreparable  harm  pending
arbitration  relief,  and except for  enforcement  of a party's  remedies to the
extent such enforcement  must be pursuant to court  authorization or order under
applicable law, any dispute or controversy  arising among or between the parties
hereto  regarding any of the terms of this Agreement or the breach  hereof,  the
determination  of which is not  otherwise  provided  for herein,  on the written
demand of any of the parties  hereto  shall be submitted  to and  determined  by
arbitration held in the City of New York in accordance with the employment rules
then obtaining of the American  Arbitration  Association.  Any award or decision
made by the  arbitrators  shall be  conclusive  in the  absence  of  fraud,  and
judgment  upon  said  award or  decision  may be  entered  in any  court  having
jurisdiction  thereof.  The  prevailing  party in any  arbitration or proceeding
brought  pursuant to this Section 12 shall be entitled to recover from the party
or  parties  against  whom  such  final  determination  or order  is  given  all
reasonable  costs and expenses,  including  reasonable  attorneys'  fees and the
arbitrator's  fees,  incurred by the prevailing party or parties with respect to
such  arbitration  or court  proceeding,  such award of costs and expenses to be
determined by such arbitrator or court.

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

FIND/SVP, INC.



By:
   ------------------------------                      -------------------------
   DAVID WALKE                                         Marc Litvinoff
   Chief Executive Officer


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