UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
          FOR THE TRANSITION PERIOD FROM _____________TO_______________

                                 FIND/SVP, INC.

       NEW YORK                     0-15152                   13-2670685
State of Incorporation      Commission File Number     IRS Identification Number

                           625 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10011

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 645-4500
       ------------------------------------------------------------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    COMMON STOCK, PAR VALUE $.0001 PER SHARE

       TITLE OF EACH CLASS:          NAME OF
       --------------------          EACH EXCHANGE ON WHICH REGISTERED:   NONE
COMMON STOCK, $.0001 PAR VALUE       ---------------------------------

   INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

   INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ ]

   INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT). YES [ ] NO [X]

   AS OF AUGUST 19, 2003, THE AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK
HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $11,643,979 BASED ON THE AVERAGE
BID AND ASK PRICE PER SHARE OF THE COMMON STOCK ON THE OTC BULLETIN BOARD ON
AUGUST 19, 2003, OF $1.59 PER SHARE.

   ALL (I) EXECUTIVE OFFICERS AND DIRECTORS OR THE REGISTRANT AND (II) ALL
PERSONS FILING A SCHEDULE 13D WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RESPECT TO REGISTRANT'S COMMON STOCK WHO HOLD 10% OR MORE OF THE REGISTRANT'S
OUTSTANDING COMMON STOCK, HAVE BEEN DEEMED, SOLELY FOR THE PURPOSE OF THE
FOREGOING CALCULATION, TO BE "AFFILIATES" OF THE REGISTRANT.

   THERE WERE 13,124,248 SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK,
PAR VALUE $.0001 PER SHARE, AS OF AUGUST 19, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

   NONE

                                       1
<PAGE>


                                 FIND/SVP, INC.
                              INDEX TO FORM 10-K/A

Items 6, 7, 8, 14, and 15 have been revised to reclassify unearned retainer
income and related disclosures affected thereby.

PART II                                                                     PAGE

Item 6.      Selected Financial Data                                           3
Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                         4
Item 8.      Financial Statements and Supplementary Data                      19


PART III
Item 14.     Disclosure Controls and Procedures                               20

PART IV

Item 15.     Exhibits, Financial Statement Schedules, and Reports
             on Form 8-K                                                      21


Signatures                                                                    25
Index to Exhibits                                                             26

                                       2
<PAGE>


PART II

ITEM 6.  SELECTED FINANCIAL DATA

      The following  table sets forth our selected  financial data as of and for
the years ended  December  31, 2002,  2001,  2000,  1999 and 1998.  The selected
financial  data set forth below has been derived  from our audited  consolidated
financial  statements  and related notes for the  respective  fiscal years.  The
selected  financial  data  should  be read  in  conjunction  with  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  of
Part II of this  Report as well as our  consolidated  financial  statements  and
notes thereto.  These historical  results are not necessarily  indicative of the
results to be expected in the future.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Years Ended December 31
                                                                 -----------------------
                                                        (in thousands, except per share amounts)
                                                 2002         2001         2000         1999        1998
                                               --------     --------     --------     --------    --------
<S>                                            <C>          <C>          <C>          <C>         <C>
Revenues                                       $ 20,828     $ 22,215     $ 23,800     $ 22,738    $ 28,175
Operating (Loss) Income                          (1,007)      (1,148)        (753)         348       1,329

Net (Loss) Income                                (1,124)        (945)        (535)         883         756

Net (Loss) Income  Per Share:
  Basic                                            (.11)        (.12)        (.06)         .12         .11
  Diluted                                          (.11)        (.12)        (.06)         .12         .11

Weighted Average Number of Shares:
  Basic                                          10,139        7,880        7,450        7,121       7,094
  Diluted                                        10,139        7,880        7,450        7,213       7,100

 Cash Dividends Paid Per
    Common Share                                     --           --           --           --          --


BALANCE SHEET DATA

<CAPTION>
                                                                    As of December 31
                                                                    -----------------
                                                                      (in thousands)
                                                 2002         2001         2000         1999        1998
                                               --------     --------     --------     --------    --------
<S>                                            <C>          <C>          <C>          <C>         <C>
Working Capital (Current assets
  less current liabilities) (as revised)(1)    $    (43)    $   (401)    $   (484)    $    770    $    652
Total Assets                                      9,538       10,692       11,012       11,443      12,064
Long-Term Notes Payable
  excluding current amounts                       1,200          895        1,685        3,039       3,523
Shareholders' Equity                              3,713        4,490        3,992        3,889       2,988
</TABLE>

(1)  As revised for the reclassification of unearned retainer income as
     discussed in Note 18 to the accompanying Consolidated Financial Statements

                                       3
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      The following  discussion and analysis should be read in conjunction  with
"Selected Financial Data" as well as our consolidated  financial  statements and
notes thereto appearing elsewhere in this Form 10-K.

      Subsequent to the issuance of its  consolidated  financial  statements for
the year ended  December 31,  2002,  the  Company's  management determined  that
unearned  retainer  income  should be  reclassified  on the  balance  sheet as a
current liability.  As a result,  this management's  discussion and analysis has
been revised to reflect this reclassification.

GENERAL

      FIND/SVP,  Inc.  and  its  wholly  owned  subsidiaries  provided  a  broad
consulting,  advisory and business  intelligence service to executives and other
decision-making  employees of client companies,  primarily in the United States.
The Company currently  operates  primarily in two business  segments,  providing
consulting and business  advisory services  including:  the Quick Consulting and
Research  Service  ("QCS") which  provides  retainer  clients with access to the
expertise  of the  Company's  staff and  information  resources  as well as Live
AnswerDesk  ("LAD")  services;  and the Strategic  Consulting and Research Group
("SCRG")  which provides more  extensive,  in-depth  custom market  research and
competitive  intelligence  information,  as well as  customer  satisfaction  and
loyalty  programs.  The Company  considers its QCS and SCRG service  businesses,
which operate as "consulting and business advisory"  businesses,  to be its core
competency.

      On April 1, 2003, the Company  acquired  Guideline  Research Corp. and its
wholly owned subsidiaries ("Guideline") (see RECENT DEVELOPMENTS in Part 1, Item
1.  Business,  of this report).  The Company  expects  Guideline to  immediately
contribute to earnings.

RESULTS OF OPERATIONS

CALENDAR YEAR 2002 COMPARED TO CALENDAR YEAR 2001

REVENUES

      Revenues for 2002 were $20,828,000 and revenues for 2001 were $22,215,000.
The decreases in revenue,  in all aspects of our  business,  were related to the
weakened  economy  and the  weakened  market for the  Company's  services,  most
notably since the events of September 11, 2001.  Specifically,  QCS was affected
by cancellations of retainer accounts,  which was not sufficiently offset by new
business,  during 2002. The primary factor,  which contributed to the decline in
SCRG revenue, was the decline in the number of new projects booked.

QCS
---

      QCS revenues,  which result from annual retainer contracts paid by clients
on a monthly, quarterly,  semi-annual or annual basis, decreased by $469,000, or
2.5%, from $18,978,000 in 2001 to $18,509,000 in 2002. The decrease from 2001 to
2002 was a result of  cancellations  which were not  sufficiently  offset by new
clients and increased  rates. At December 31, 2002,  there were a greater number
of annual renewals which were billed than the same period in the prior year, and
this  contributed to a higher accounts  receivable  balance at December 31, 2002
than December 31, 2001. The fees billed to retainer  clients (the retainer base)
increased from the beginning of 2002 to the end of 2002 by 1.2% from  $1,470,659
to $1,488,338.

                                       4
<PAGE>


      LAD revenues  decreased by $321,000,  or 73.6%,  from  $436,000 in 2001 to
$115,000  in  2002.  The  decrease  from  2001  to  2002  was a  result  of  the
cancellation of the service's largest client.

SCRG
----

      SCRG  revenues,   which  result  from  consulting  engagements  addressing
clients'  business issues,  decreased by $597,000,  or 21.3%, from $2,801,000 in
2001 to  $2,204,000  in  2002.  The  decrease  from  2001 to 2002 was due to the
continued decline in new projects booked. The Customer  Satisfaction  Survey and
Research  Division  accounted for 19.0% and 16.7% of SCRG's revenue for 2002 and
2001, respectively.

COSTS OF PRODUCTS AND SERVICES SOLD

      Direct costs (those costs directly related to generating revenue,  such as
direct labor, expenses incurred on behalf of clients and the costs of electronic
resources and databases)  decreased by $939,000,  or 8.6%,  from  $10,966,000 in
2001 to  $10,027,000  in 2002.  Direct  costs  represented  48.1%  and  49.4% of
revenues, respectively, in 2002 and 2001. The decrease in total direct costs was
due  primarily  to a decrease  in expenses  incurred  on behalf of  clients,  in
addition to a reduction in direct labor costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling,  general and administrative  expenses  decreased by $589,000,  or
4.8%, from $12,397,000, or 55.8% of revenue, in 2001 to $11,808,000, or 56.7% of
revenue,  in 2002. In 2002 and 2001, the Company recorded an accrual of $257,000
and $228,000, respectively, for restructuring under a Severance Plan approved by
the Board of Directors and communicated to employees. In 2001, selling,  general
and administrative  expenses included approximately $169,000 in negative effects
related to the events of September  11, 2001.  The decrease in selling,  general
and administrative expenses in terms of dollars during 2002 was due primarily to
reductions  in general  expenses in response to cost  containment  measures that
began in the second quarter of 2001. Bad debt expense decreased as a result of a
significant  improvement in accounts  receivable  management  during 2002. Also,
telecommunication  costs  decreased  as a result of more  favorable  rates  with
carriers.

INTEREST INCOME AND EXPENSE

      In 2002, the Company earned $15,000 in interest  income,  which  decreased
from $49,000 in 2001.  The decrease in 2002 was a result of lower cash  balances
in interest bearing accounts throughout 2002.

      Interest expense in 2002 was $156,000,  which was a decrease from $246,000
in 2001.  The decrease was a result of the  replacement of certain of our senior
subordinated notes with a term note bearing a lower interest rate.

IMPAIRMENT ON INVESTMENT

      In 1999, the Company entered into an agreement with idealab! and Find.com,
Inc.  whereby the Company  assigned the domain name  "find.com" and licensed the
use of certain rights to the trademarks "find.com" and "find" to Find.com,  Inc.
idealab!  and  Find.com,  Inc. are not otherwise  related to the Company.  Under
terms of the agreement,  the Company received cash and non-marketable  preferred
shares in idealab!, and was entitled to certain future royalties.

                                       5
<PAGE>


The  preferred  shares  received  were  valued by the Company at  $500,000,  and
carried various rights  including the ability to convert them into common shares
of  Find.com,  Inc.,  and a put option to resell the shares to idealab!  The put
option became  exercisable in December 2002.  Under the terms of the put option,
idealab! could either repurchase the preferred shares for $1,500,000 in cash, or
elect to return the find.com domain name to the Company. In the latter case, the
Company would retain the preferred shares.

      In January  2003,  the  Company  exercised  its put  option  and  idealab!
declined to repurchase the preferred shares.  This information was considered by
the Company in its recurring  evaluation of the carrying  value of the preferred
shares at the lower of historical cost or estimated net realizable value.  Using
this  information  together  with other  publicly  available  information  about
idealab!,  the  Company  concluded  the net  realizable  value  of its  idealab!
preferred  shares had  declined to an  estimated  $185,000 at December 31, 2002,
which  resulted in a charge to operations  of $315,000  during the quarter ended
December  31,  2002.  Since the  idealab!  preferred  shares  continue  to be an
investment in a start-up enterprise,  it is reasonably possible in the near term
that the Company's  estimate of the net realizable value of the preferred shares
will be further reduced.

OPERATING (LOSS) INCOME

      The  Company's   operating  loss  was  $1,007,000  in  2002,  compared  to
$1,148,000 in 2001, a decrease in loss of $141,000. This is primarily the result
of decreases in direct costs and selling, general and administrative expenses.

INCOME TAXES

      The  $339,000  income tax  benefit  for the year ended  December  31, 2002
represents 23% of pre-tax loss. In 2002, a valuation  allowance was provided for
certain state and local  carryforward tax operating loss assets,  as the Company
determined  that it was no longer more likely than not that such assets would be
realized during the carryforward  period. It is reasonably  possible that future
valuation  allowances  will need to be recorded  contingent  upon the  Company's
ability to produce  future  taxable  income to offset  deferred tax assets.  The
income  tax  benefit  was lower than the  statutory  rate due  primarily  to the
recording  of  a  valuation   allowance,   and  expenses,   such  as  meals  and
entertainment and key-man life insurance premiums,  which are not deductible for
tax purposes.

      The  $400,000  income tax  benefit  for the year ended  December  31, 2001
represents  29.7% of pre-tax  loss.  The income tax  benefit  was lower than the
statutory  rate due  primarily  to  expenses,  such as meals  and  entertainment
expense and non-deductible goodwill, which are not deductible for tax purposes.

CALENDAR YEAR 2001 COMPARED TO CALENDAR YEAR 2000

REVENUES

      The Company's revenues decreased by $1,585,000,  or 6.7%, from $23,800,000
in 2000 to $22,215,000 in 2001. The decrease in 2001 was caused by a decrease in
the number and size of retainer clients and a decrease in the number and size of
SCRG projects, caused by the weakened economy, as described below.

                                       6
<PAGE>


QCS
---

      QCS revenues,  which result from annual retainer contracts paid by clients
on a monthly, quarterly,  semi-annual or annual basis, decreased by $731,000, or
3.7%,  from  $19,709,000 in 2000 to $18,978,000 in 2001. The decrease was due to
the weakened economy which caused  cancellations and a decrease in new sales. In
addition,  certain  accounts  cancelled  when they ceased  operation  due to the
events of September 11, 2001.  Also, the monthly fees billed to retainer clients
(the retainer  base)  decreased from the beginning of 2001 to the end of 2001 by
7.1% from $1,583,308 to $1,470,659.

SCRG
----

      SCRG  revenues,   which  result  from  consulting  engagements  addressing
clients' business issues, decreased by $1,069,000,  or 27.6%, from $3,870,000 in
2000 to  $2,801,000  in 2001.  The decrease was due to a decline in new projects
booked,  caused by the weakened economy.  The Customer  Satisfaction  Survey and
Research  Division  accounted for 16.7% and 13.6% of SCRG's revenue for 2001 and
2000, respectively.

COSTS OF PRODUCTS AND SERVICES SOLD

      Direct costs (those costs directly related to generating revenue,  such as
direct labor, expenses incurred on behalf of clients and the costs of electronic
resources and databases)  decreased by $1,161,000,  or 9.6%, from $12,127,000 in
2000 to  $10,966,000  in 2001.  Direct  costs  represented  49.4%  and  51.0% of
revenues, respectively, in 2001 and 2000. The decrease in total direct costs was
due  primarily  to a decrease  in expenses  incurred  on behalf of  clients,  in
addition to a reduction in direct labor costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses decreased by $29,000, or less
than 1%, from $12,426,000, or 52.2% of revenues in 2000 to $12,397,000, or 55.8%
of revenues in 2001.  In 2001,  selling,  general  and  administrative  expenses
included  approximately  $169,000 in negative  effects  related to the events of
September  11, 2001.  In 2001,  the Company  recorded an accrual of $228,000 for
restructuring  under a Severance  Plan.  The  decrease  in selling,  general and
administrative  expenses in terms of dollars was due  primarily to reductions in
general  expenses  in response to cost  containment  measures  that began in the
second  quarter  of 2001.  Specifically,  there  were  decreases  in travel  and
entertainment expenses, computer supplies, hiring fees, due to the reduced usage
of outside  agencies,  and  professional  fees,  offset by increases in bad debt
expense, sales literature and copier rentals.

      During 2001, the Company incurred losses,  which were included in selling,
general and  administrative  expenses,  of $169,000 as a result of the events of
September  11, 2001.  These losses were related to the  recording of  additional
reserves on receivables  and  incremental  staffing costs  necessary to maintain
service to clients during the week of September 11, 2001.

INTEREST INCOME AND EXPENSE

      In 2001, the Company earned $49,000 in interest  income,  which  decreased
from $119,000 in 2000.  The decrease in 2001 was a result of lower cash balances
throughout 2001, coupled with interest rates reduced from the previous years.

      Interest expense in 2001 was $246,000,  which was a decrease from $336,000
in 2000. The decrease was a result of the reduction in outstanding  debt in 2001
as compared to previous


                                       7
<PAGE>


years. In the third quarter of 2000, the Company reduced its interest expense by
replacing a portion of its Senior  Subordinated Notes with a Term Note bearing a
lower interest rate.

OPERATING (LOSS) INCOME

      The Company's  operating loss was $1,148,000 in 2001, compared to $753,000
in 2000,  an increase in loss of  $395,000.  The  increased  loss was  primarily
related to the effects of the weakened  economy and the effects of the events of
September 11, 2001.

INCOME TAXES

      The  $400,000  income tax  benefit  for the year ended  December  31, 2001
represents  29.7% of pre-tax  loss.  The income tax  benefit  was lower than the
statutory  rate due  primarily  to  expenses,  such as meals  and  entertainment
expense and non-deductible goodwill, which are not deductible for tax purposes.

      The  $323,000  income tax  benefit  for the year ended  December  31, 2000
represents 38.9% of pre-tax loss.

SEGMENT REPORTING

      The Company  operated in two segments during 2002, 2001 and 2000.  Segment
data, which is useful in understanding results, is as follows:

                                                    YEARS ENDED DECEMBER 31,
                                                         (IN THOUSANDS)
                                                   2002       2001       2000
                                                 --------   --------   --------
REVENUES
  QCS, including LAD                             $ 18,624   $ 19,414   $ 19,930
  SCRG                                              2,204      2,801      3,870
                                                 --------   --------   --------
    Total revenues                               $ 20,828   $ 22,215   $ 23,800
                                                 ========   ========   ========

OPERATING (LOSS) INCOME
  QCS, including LAD                             $  4,127   $  4,429   $  4,545
  SCRG                                                (99)      (314)       (58)
                                                 --------   --------   --------
    Segment operating income                        4,028      4,115      4,487
  Corporate and other (1)                          (5,035)    (5,263)    (5,240)
                                                 --------   --------   --------

  Operating loss                                 $ (1,007)  $ (1,148)  $   (753)
                                                 ========   ========   ========

DEPRECIATION AND AMORTIZATION
  QCS, including LAD                             $    460   $    539   $    583
  SCRG                                                 59         66         68
                                                 --------   --------   --------
    Total segment depreciation and amortization       519        605        651
  Corporate and other                                 420        482        459
                                                 --------   --------   --------
    Total depreciation and amortization          $    939   $  1,087   $  1,110
                                                 ========   ========   ========

TOTAL ASSETS
  QCS, including LAD                             $  3,161   $  2,871
  SCRG                                                467        315
                                                 --------   --------
    Total segment assets                            3,628      3,186
  Corporate and other                               5,910      7,506
                                                 --------   --------
    Total assets                                 $  9,538   $ 10,692
                                                 ========   ========

                                       8
<PAGE>


CAPITAL EXPENDITURES
  QCS, including LAD                             $    134   $    119   $    160
  SCRG                                                  3          5         30
                                                 --------   --------   --------
    Total segment capital expenditures                137        124        190
  Corporate and other                                 320        180        380
                                                 --------   --------   --------
    Total capital expenditures                   $    457   $    304   $    570
                                                 ========   ========   ========

(1)  Includes  certain  direct  costs and  selling,  general and  administrative
     expenses not attributable to a single segment.


QUARTERLY FINANCIAL DATA

      The following table sets forth selected quarterly data for the years ended
December 31, 2002 and 2001 (in thousands,  except per share data). The operating
results are not indicative of results for any future period.


                                         (Loss)
                                         income
                                         before
                                        provision             (Loss)     (Loss)
                                        (benefit)             income     income
                             Operating     for      Net        per        per
                               (loss)    income    (loss)     share:     share:
  Quarter ended     Revenues   income     taxes    income     basic     diluted
  -------------      -------   ------    ------    ------    -------    -------
March 31, 2002       $ 5,044   $ (674)   $ (674)   $ (473)   $ (0.05)   $ (0.05)
June 30, 2002          5,226     (239)     (267)     (186)     (0.02)     (0.02)
September 30, 2002     5,209      113        79        55       0.01       0.00
December 31, 2002      5,349     (207)     (600)     (520)     (0.05)     (0.05)

March 31, 2001       $ 6,123   $   78    $   24    $   18    $  0.00    $  0.00
June 30, 2001          5,753     (143)     (191)     (143)     (0.02)     (0.02)
September 30, 2001     5,381     (268)     (323)     (213)     (0.03)     (0.03)
December 31, 2001      4,958     (815)     (855)     (607)     (0.08)     (0.08)


      In the fourth quarter of 2002, the Company recorded a charge to operations
of $315,000 to write-down the carrying value of its preferred shares of idealab!
In the fourth quarter of 2002 and 2001,  charges  related to severance  costs of
$147,000 and $228,000,  respectively, were recorded. Also, approximately $80,000
was recorded related to bonus and commission arrangements at December 31, 2002.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

      Historically,  the  Company's  primary  sources of  liquidity  and capital
resources have been cash flow from retainer accounts (including prepaid retainer
fees from clients) and borrowings. Cash balances were $968,000 and $1,951,000 at
December 31, 2002 and 2001, respectively. The Company's working capital position
(current assets,  less current  liabilities) at December 31, 2002 was $(43,000),
as compared to  $(401,000) at December 31, 2001.  Working  capital is reduced by
$1,476,000  and $1,753,000 of unearned  retainer  income as of December 31, 2002
and 2001, respectively. Such amounts reflect amounts billed, but not yet earned.


                                       9
<PAGE>


On August 18, 2003, the Company received the confirmation of JPMorgan Chase Bank
that an  amendment  was  approved  to the  definition  of  consolidated  current
liabilities  for purposes of calculating  the ratio of current assets to current
liabilities  under the Term Note, to exclude  unearned  retainer income from the
calculation of this ratio.

      Cash provided by (used in) operating  activities was $(677,000),  $299,000
and  $(690,000)  in  the  years  ended   December  31,  2002,   2001  and  2000,
respectively.

      Cash used in investing  activities was $319,000,  $167,000 and $433,000 in
the  years  ended  December  31,  2002,  2001 and  2000,  respectively.  Capital
expenditures during 2002 and 2001 were mainly for computer hardware upgrades and
leasehold improvements.  Capital expenditures for the migration of the Company's
10-year-old management information system to a new computer system platform were
a  significant  component  of  the  amounts  invested  in  2000.  Total  capital
expenditures  were  $457,000,  $304,000 and $570,000 in the years ended December
31, 2002, 2001 and 2000, respectively. During the year ending December 31, 2003,
the Company expects to spend approximately $500,000 for capital items, the major
portions of which will be used for computer  hardware and software  upgrades and
for leasehold improvements.

      Cash provided by (used in) financing activities was $13,000,  $918,000 and
($72,000) in the years ended December 31, 2002, 2001 and 2000, respectively.  In
2001, the most significant item was the net proceeds  obtained from the issuance
of shares of common stock for $1,443,000.  In 2000, the most  significant  items
related to the early repayment of debt, which were otherwise due in installments
in the years  2001 and  2002.  In  connection  with the  repayment  of such bank
borrowings,  the bank released two $1,000,000 standby letters of credit that had
been provided by a shareholder, SVP, S.A.

      In February 2002, the Company entered into a financing arrangement with JP
Morgan Chase Bank  providing  for a term note (the "Term Note") in the principal
amount of $2,000,000.  The Term Note bears interest at prime plus 1.25%,  and is
payable in quarterly  installments  beginning March 31, 2002. As of December 31,
2002,  there was  $1,600,000  outstanding  on this Note,  of which  $400,000  is
classified as current. Interest expense related to this note amounted to $94,000
for  the  year  ended  December  31,  2002.  The  Term  Note  contains   certain
restrictions  on the conduct of our  business,  including,  among other  things,
restrictions,  generally,  on incurring debt,  making  investments,  creating or
suffering  liens,  tangible net worth,  current ratio,  cash flow  coverage,  or
completing mergers.

                                       10
<PAGE>


      The  proceeds  from the  February  2002  Term  Note were used to repay the
$1,100,000  balance on its $1,400,000 Term Note, due June 30, 2005, and to repay
the remaining  balance of $475,000 on certain  outstanding  senior  subordinated
notes.

      The Company  maintains a  $1,000,000  line of credit with JP Morgan  Chase
Bank (the  "Line of  Credit").  Interest  on the  unpaid  balance of the Line of
Credit is at JP Morgan Chase Bank's prime commercial  lending rate plus one-half
percent.  The Line of Credit is renewable  annually,  and was  initially  put in
place on December 30, 1999. In July 2002, we accessed  $1,000,000 under the Line
of Credit, of which approximately  $824,000 was used to acquire approximately 3%
of the  outstanding  shares of common  stock of a publicly  traded  research and
consulting company.  The Company consulted with, and obtained the consent of, JP
Morgan Chase Bank with respect to this transaction.  The Company sold all of its
holdings in this  publicly  traded  research  and  consulting  company,  and the
proceeds approximated the carrying value of these securities.  The proceeds from
the  sale of  these  securities  were  used to  repay  $824,000  of the  balance
outstanding  on the Line of Credit.  As of December 31, 2002,  $176,000  remains
outstanding.  The Line of Credit contains certain restrictions on the conduct of
our  business,  including,  among  other  things,  restrictions,  generally,  on
incurring debt, and creating or suffering liens.

      The  Company's  Term  Note and Line of  Credit  are  secured  by a general
security  interest in substantially all of the Company's assets. In May 2002, JP
Morgan Chase agreed to lower the minimum tangible net worth covenant in the Term
Note agreement to $3,500,000, and the waived the prior covenant at the March 31,
2002 report date.  In March 2003, JP Morgan Chase agreed to waive the prior cash
flow coverage covenant for the twelve-month period ended December 31, 2002.

      On April 1, 2003, the Company amended and restated: (i) its term Note with
JP Morgan Chase Bank, in the principal amount of $1,500,000 and (ii) its line of
credit with JP Morgan Chase Bank in the principal  amount of  $1,000,000.  These
amended  and  restated  agreements  had the  effect  of  reducing  the term Note
principal   amount  from  $2,000,000  to  $1,500,000,   reflecting  the  current
outstanding balance. The final repayment date of the term Note has been moved up
from December 31, 2006 to December 31, 2005. As a result,  the Company will have
a $500,000  balloon  payment due at December 31, 2005 instead of making payments
of $100,000 each quarter in 2006. In addition, JP Morgan Chase Bank consented to
the Company's  acquisition of Guideline and the related  financing  transactions
with Petra  Mezzanine  Fund,  L.P.  ("Petra"),  and  amended  various  financial
covenants of both the term Note and line of credit as follows:

      1)    The previous  Debt to  Consolidated  Tangible Net Worth  Covenant of
            2.00 was replaced  with a Senior Debt to  Consolidated  Tangible Net
            Worth plus Subordinated Debt covenant of 0.75; and

      2)    The previous  Consolidated Tangible Net Worth covenant of $3,500,000
            was   replaced   with  a   Consolidated   Tangible  Net  Worth  plus
            Subordinated Debt covenant of $3,300,000.

      As a result of these financial  covenant  amendments and the consent by JP
Morgan Chase,  the Company  believes it was in  compliance  with all of its loan
agreements with JP Morgan Chase upon the closing of the Company's acquisition of
Guideline and its related financing with Petra.

                                       11
<PAGE>


      The Company  believes that cash  generated from  operations,  the proceeds
from its Term Note and Line of Credit with JP Morgan Chase and its cash and cash
equivalents  will be  sufficient  to fund  our  operations  for the  foreseeable
future.

      The following  summarizes the Company's  financial  obligations  and their
expected  maturities,  and the effect such  obligations  are expected to have on
liquidity and cash flow in the periods indicated.

--------------------------------------------------------------------------------
                                             As of December 31, 2002
                                                 (in thousands)
                                 -----------------------------------------------
                                             Less than      1 - 3        After
                                   Total       1 year       years       3 years
                                 -----------------------------------------------
Notes payable                    $  1,806     $    606     $  1,200     $     --
Long term lease commitments         2,132          853        1,279           --
Deferred compensation                 441           --           --          441
                                 -----------------------------------------------

                                 $  4,379     $  1,459     $  2,479     $    441
                                 ===============================================

--------------------------------------------------------------------------------

INFLATION

      The  Company  has in the  past  been  able to  increase  the  price of its
products and services  sufficiently to offset the effects of inflation on direct
costs, and anticipates that it will be able to do so in the future.

CRITICAL ACCOUNTING POLICIES

      Our  management's  discussion  and  analysis of  financial  condition  and
results of operations are based on our consolidated financial statements,  which
have been  prepared  in  accordance  with  U.S.  generally  accepted  accounting
principles.  Our  preparation  of our financial  statements  requires us to make
estimates and judgments that affect reported amounts of assets,  liabilities and
revenues and expenses. On an ongoing basis, we evaluate our estimates, including
those related to allowances for doubtful accounts,  restructuring,  useful lives
of property,  plant and equipment and  intangible  assets,  income tax valuation
allowances  and other  accrued  expenses.  We base our  estimates on  historical
experience and on various other  assumptions,  which we believe to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the carrying  value of assets and  liabilities  that may not be
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under different  assumptions  and conditions.  We have identified the
accounting  policies  below  as  critical  to our  business  operations  and the
understanding of our results of operations.

INCOME TAXES

      Income  taxes are  accounted  for under  the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis and operating losses and tax credit carryforwards. Deferred tax assets and
liabilities  are  measured  using  currently  enacted  tax rates.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date. The


                                       12
<PAGE>


Company has tax loss  carryforwards  that have been  recognized as assets on its
balance  sheet.  These  assets  are  subject  to  expiration  from 2012 to 2022.
Realization  of the net deferred tax assets is dependent on future  reversals of
existing  taxable  temporary  differences  and adequate  future taxable  income,
exclusive of reversing temporary  differences and carryforwards.  In 2002, after
the  Company  performed  an analysis of its  deferred  tax assets and  projected
future taxable income, a valuation  allowance was provided for certain state and
local  carryforward tax operating loss assets, as the Company determined that it
was no longer more likely than not that such assets would be realized during the
carryforward  period. It is reasonably possible that future valuation allowances
will need to be recorded if the Company is unable to generate  sufficient future
taxable  income to realize  such  deferred  tax assets  during the  carryforward
period. Although realization is not assured, management believes that it is more
likely than not that the deferred tax assets will be realized.

NON-MARKETABLE EQUITY SECURITIES

      The preferred share securities in idealab! are an investment in a start-up
enterprise.  It is  reasonably  possible  in the near  term  that the  Company's
estimate of the net realizable  value of the preferred  shares will be less than
the carrying value of the preferred shares.

NEW ACCOUNTING PRONOUNCEMENTS

ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

      In July  2001,  the  FASB  issued  SFAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which will be adopted by the Company as of January 1,
2003. This standard  addresses issues associated with the retirement of tangible
long-lived assets. The Company does not believe that there will be any impact on
its consolidated  financial  position and results of operations that will result
from the adoption of this standard.

RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT
NO. 13, AND TECHNICAL CORRECTIONS

      In  April  2002,  the  FASB  issued  SFAS  No.  145,  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections".  The Company elected to early adopt the provisions of this omnibus
statement, which makes changes to several existing authoritative  pronouncements
to make  technical  corrections,  to  clarify  meanings,  or to  describe  their
applicability  under changed  conditions.  The adoption of this standard did not
affect the current  financial  position or results of operations of the Company.
Adoption of the standard  caused the loss on repayment of debt that  occurred in
the year ended December 31, 2000 to be reclassified  as interest  expense on the
statement of operations, from its prior presentation as an extraordinary item.

ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

      In July  2002,  the  FASB  issued  SFAS No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities".  SFAS No. 146 supersedes Emerging
Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain  Employee
Termination  Benefits  and other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a Restructuring)." SFAS No. 146 requires that costs associated
with an exit or disposal  plan be recognized  when  incurred  rather than at the
date of a commitment to an exit or disposal plan.  SFAS No. 146 is to be applied
prospectively to exit or disposal activities  initiated after December 31, 2002.
Management believes that the adoption


                                       13
<PAGE>


of this  standard will not have an impact on the  Company's  reported  financial
position or results of operations, as treatment of this standard is prospective.

ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE -
AN AMENDMENT OF FASB STATEMENT NO. 123

      In  December  2002,  the  FASB  issued  SFAS  No.  148,   "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure - an Amendment of FASB
Statement No. 123." This statement amends SFAS No. 123 by providing  alternative
methods  of  adopting  the  fair-value  method  of  accounting  for  stock-based
compensation,  if an entity  elects  to  discontinue  using the  intrinsic-value
method of accounting permitted in Accounting  Principles Board (APB) Opinion No.
25. One of these  adoption  methods,  under which a prospective  adoption of the
fair-value  method  would  be  permitted  without  the  need  for  a  cumulative
restatement  of prior  periods,  is only  available to the Company if adopted in
2003.  The  statement  also amended with  immediate  effect  certain  disclosure
requirements  of SFAS No. 123 which the Company adopted as of December 31, 2002.
Management   continues  to  study  whether  it  will  continue  to  account  for
stock-based  compensation under APB No. 25 or whether it will adopt SFAS No. 123
as amended.

COMMITMENTS AND CONTINGENCIES

      In March 2003, the Company became aware of a lease modification  agreement
from 1992  related to its  primary  offices at 625 Avenue of the  Americas  that
differs from a second lease  modification  agreement  signed by the same parties
also in 1992. The lease  modification  agreement that the Company believes to be
in effect has been consistently disclosed and used to account for this operating
lease since 1992.  These two agreements are dated within two days of each other.
The significant difference between the terms of the documents are that the newly
discovered document indicates a lease expiration in June 2004, one year prior to
the June 2005 expiration  date in the agreement that the Company  believes to be
in effect.  The Company has requested its landlord to  investigate  their files,
however,  this investigation remains incomplete and accordingly no determination
as to which agreement is definitive has been made. The Company believes that the
agreement it has consistently  relied upon and which expires in June 2005 is the
governing agreement.  Based upon review of the documents that have been located,
outside  counsel has advised the Company that a reasonable  basis exists for the
Company's position.

      If the  newly  discovered  document  is  determined  to be the  definitive
agreement,  as of December 31, 2002 the Company  would be obligated to write-off
approximately  $310,000 of the rental asset recorded on its balance sheet, which
would cause an  after-tax  reduction  to  shareholders  equity of  approximately
$210,000.

FORWARD-LOOKING STATEMENTS

      In  this  report,   and  from  time  to  time,  we  may  make  or  publish
forward-looking  statements  relating to such matters as  anticipated  financial
performance,  business prospects,  technological developments, new products, and
similar   matters.   Such  statements  are  necessarily   estimates   reflecting
management's best judgment based on current information.  The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  Such  statements  are  usually  identified  by the use of  words or
phrases such as "believes,"  "anticipates,"  "expects,"  "estimates," "planned,"
"outlook,"  and "goal."  Because  forward-looking  statements  involve risks and
uncertainties,  our actual results could differ  materially.  In order to comply
with the terms of the safe harbor, we note that a variety of factors could cause
our actual results and

                                       14
<PAGE>


experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in forward-looking statements.  While it is impossible to
identify  all such  factors,  the risks and  uncertainties  that may  affect the
operations, performance and results of our business include the following:

FACTORS THAT COULD AFFECT OUR FUTURE RESULTS

WE ARE DEPENDENT ON CLIENT RENEWALS OF OUR RETAINER-BASED SERVICES.

      We derived  approximately  90% of our total revenues in 2002 from QCS, our
retainer business.  In the year ended December 31, 2002, QCS experienced an 8.6%
decrease in  retainer  clients,  and a 4% decrease in holders of its  Membership
Card. We may not be successful in maintaining retainer renewal rates or the size
of its retainer  client base.  Also,  the  Company's  ability to renew  retainer
accounts is subject to a number of risks, including the following:

      o     We may be  unsuccessful in delivering  consistent,  high quality and
            timely analysis and advice to its clients.

      o     We may not be able to hire and retain a large and growing  number of
            highly talented professionals in a very competitive job market.

      o     We may be  unsuccessful in  understanding  and  anticipating  market
            trends and the changing needs of its clients.

      o     We may not be able to deliver  products  and services of the quality
            and timeliness to withstand competition.

      If the Company is unable to  successfully  maintain its retainer  rates or
sustain the  necessary  level of  performance,  such an  inability  could have a
material adverse effect on the Company's business and financial  results,  which
may  require us to modify  our  business  objectives  or reduce or cease some of
products and services that we offer.

WE ARE DEPENDENT ON THE REVENUE WE RECEIVE FROM NON-RECURRING SCRG  ENGAGEMENTS.

      The Company  derived  approximately  10% of its  revenues  during the year
ended December 31, 2002, from SCRG. The Company currently  anticipates growth in
revenues from SCRG as projected demand increases for projects of longer duration
and complexity.  SCRG engagements  vary in number,  size and scope and typically
are project based and non-recurring.  The Company's ability to replace completed
SCRG engagements with new engagements is subject to a number of risks, including
the following:

      o     We may be  unsuccessful in delivering  consistent,  high quality and
            timely consulting services to its clients.

      o     We may not be able to hire and retain a large and growing  number of
            highly talented professionals in a very competitive job market.

      o     We may be  unsuccessful in  understanding  and  anticipating  market
            trends and the changing needs of its clients.

      o     We may not be able to deliver consulting services of the quality and
            timeliness to withstand competition.

      If the Company is not able to replace  completed SCRG engagements with new
engagements,  such an  inability  could  have a material  adverse  effect on the
Company's  business and  financial  results,  which may require us to modify our
business  objectives  or reduce or cease some of products and  services  that we
offer.

                                       15
<PAGE>


OUR OPERATING RESULTS ARE SUBJECT TO POTENTIAL FLUCTUATIONS BEYOND OUR CONTROL.

      The Company's operating results vary from quarter to quarter.  The Company
expects future operating  results to fluctuate due to several  factors,  many of
which are out of the Company's control:

      o     The  disproportionately  large  portion  of our QCS  retainers  that
            expire in the fourth quarter of each year.

      o     The level and timing of renewals of retainers of our QCS services. o
            The mix of QCS revenue versus SCRG revenue.

      o     The number,  size and scope of SCRG engagements in which the Company
            is engaged,  the degree of completion of such  engagements,  and the
            Company's ability to complete such engagements.

      o     The timing and amount of new business generated by the Company.

      o     The timing of the  development,  introduction,  and marketing of new
            products and services and modes of delivery.

      o     The timing of hiring consultants and corporate sales personnel.

      o     Consultant  utilization  rates and  specifically,  the  accuracy  of
            estimates   of   resources   required  to  complete   ongoing   SCRG
            engagements.

      o     Changes in the spending patterns of the Company's clients.

      o     The Company's accounts receivable collection experience.

      o     Competitive conditions in the industry.

      Due to these factors, the Company believes period-to-period comparisons of
results of operations  are not  necessarily  meaningful and should not be relied
upon as an indication of future results of operations.

WE MAY NOT BE ABLE TO TIMELY RESPOND TO RAPID CHANGES IN THE MARKET OR THE NEEDS
OF OUR CLIENTS.

      The  Company's  success  depends in part upon its  ability  to  anticipate
rapidly  changing  market  trends and to adapt its products and services to meet
the  changing  needs  of its  clients.  Frequent  and  often  dramatic  changes,
including the following, characterize the Company's industry:

      o     Introduction of new products and obsolescence of others

      o     Changing client demands concerning the marketing and delivery of the
            Company's products and services

      This  environment  of rapid and  continuous  change  presents  significant
challenges  to the  Company's  ability to provide its clients  with  current and
timely  analysis and advice on issues of importance to them. The Company commits
substantial  resources  to meeting  these  challenges.  If the Company  fails to
provide  insightful  timely  information in a manner that meets changing  market
needs,  such a failure could have a material and adverse effect on the Company's
future operating results.

WE ARE DEPENDENT ON OUR ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.

      The  Company  needs to hire,  train  and  retain a  significant  number of
additional  qualified  employees to execute its strategy and support its growth.
In particular, the Company needs


                                       16
<PAGE>


trained  consultants,  corporate sales specialists,  and product development and
operations  staff. The Company  continues to experience  intense  competition in
recruiting and retaining qualified employees. The pool of experienced candidates
is  small,  and the  Company  competes  for  qualified  employees  against  many
companies. If the Company is unable to successfully hire, retain, and motivate a
sufficient number of qualified employees, such an inability will have a material
adverse effect on the Company's business and financial results.

WE FACE SEVERE COMPETITION.

      The consulting  industry is extremely  competitive.  The Company  competes
directly with other  independent  providers of similar  services and  indirectly
with the internal staffs of current and prospective  client  organizations.  The
Company  also  competes  indirectly  with  larger  electronic  and  print  media
companies and consulting  firms.  The Company's  indirect  competitors,  many of
which have substantially greater financial,  information gathering and marketing
resources than the Company, could choose to compete directly against the Company
in the future.

      The  Company's  market has few barriers to entry.  New  competitors  could
easily compete against the Company in one or more market  segments  addressed by
the Company's QCS or SCRG services. The Company's current and future competitors
may develop  products and services  that are more  effective  than the Company's
products and services.  Competitors may also produce their products and services
at less cost and  market  them more  effectively.  If the  Company  is unable to
successfully compete against existing or new competitors, such an inability will
have a material  adverse  effect on the  Company's  operating  results and would
likely result in pricing pressure and loss of market share.

WE MAY NOT BE SUCCESSFUL IN THE DEVELOPMENT AND MARKETING OF NEW PRODUCTS
OR SERVICES.

      The Company's  future success depends on its ability to develop or acquire
new products and services that address  specific  industry and business  sectors
and  changes in client  requirements.  The  process of  internally  researching,
developing,  launching and gaining client acceptance of a new product or service
is inherently  risky and costly.  Assimilating and marketing an acquired product
or service is also risky and costly.  Currently,  the Company has formed several
strategic  alliances  with other  information  providers  and  various  business
associations  in order to expand its client  base and allow for the rollout of a
new service  continuum.  If the Company is unable to develop  new  products  and
services or manage its  strategic  investments,  such  inabilities  could have a
material adverse effect on the Company's operating results.

WE ARE DEPENDENT ON KEY PERSONNEL, THE LOSS OF ANY MAY ADVERSELY EFFECT
THE COMPANY.

      The Company  relies,  and will  continue to rely, in large part on its key
management,  research,  consulting,  sales,  product  development and operations
personnel.  The Company's success in part depends on its ability to motivate and
retain highly  qualified  employees.  If any members of the Company's  Operating
Management Group, which, at the time of the filing of this Report,  includes the
CEO,  President,  CFO and two other Senior Vice  Presidents,  leave the Company,
such loss or losses could have a material adverse effect on the Company.

RISK OF PRODUCT PRICING LIMITING POTENTIAL MARKET.

      The  Company's  pricing  strategy may limit the  potential  market for the
Company's  QCS and SCRG  services to  substantial  commercial  and  governmental
entities.  As a result, the Company may be required to reduce prices for its QCS
and SCRG services or to introduce new

                                       17
<PAGE>


products and services with lower prices or offered for free over the Internet in
order to expand or maintain  its market share or broaden its  addressed  market.
These actions could have a material adverse effect on the Company's business and
results of operations.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.

      Growth   places   significant   demands  on  the   Company's   management,
administrative,  operational and financial  resources.  The Company's ability to
manage growth, should it continue to occur, will require the Company to continue
to improve  its  systems  and to  motivate  and  effectively  manage an evolving
workforce.  If the  Company's  management  is  unable  to  effectively  manage a
changing  and growing  business,  the  quality of the  Company's  products,  its
retention of key  employees,  and its results of operations  could be materially
adversely affected.

ANY ACQUISITIONS THAT WE ATTEMPT OR COMPLETE COULD PROVE DIFFICULT TO INTEGRATE
OR REQUIRE A SUBSTANTIAL COMMITMENT OF MANAGEMENT TIME AND OTHER RESOURCES.

      As  part  of its  business  strategy,  the  Company  looks  to buy or make
investments in complementary  businesses,  products and services. If the Company
finds a  business  it wishes to  acquire,  the  Company  could  have  difficulty
negotiating the terms of the purchase,  financing the purchase,  and integrating
and  assimilating  the  employees,  products  and  operations  of  the  acquired
business.  Acquisitions  may  disrupt  the  ongoing  business of the Company and
distract management. Furthermore,  acquisition of new businesses may not lead to
the successful  development of new products, or if developed,  such products may
not achieve market acceptance or prove to be profitable. A given acquisition may
also have a material  adverse  effect on the  Company's  financial  condition or
results of operations. In addition, the Company may be required to incur debt or
issue equity to pay for any future acquisitions.

WE ARE VULNERABLE TO VOLATILE MARKET CONDITIONS.

      The market  prices of our  common  stock have been  highly  volatile.  The
market  has  from  time  to  time  experienced   significant  price  and  volume
fluctuations  that are  unrelated to the  operating  performance  of  particular
companies.  Please see the table  contained  in Item 5 "Market for  Registrant's
Common Equity and Related  Stockholder  Matters" of Part II of this Report which
sets forth the range of high and low bids of our common  stock for the  calendar
quarters indicated.

WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE.

      Although our shareholders  may receive  dividends if, as and when declared
by our board of directors, we do not intend to pay dividends on our common stock
in the foreseeable future.  Therefore,  you should not purchase our common stock
if you need immediate or future income by way of dividends from your investment.

OUR COMMON STOCK IS SUBJECT TO RULES REGARDING "PENNY STOCKS" WHICH MAY AFFECT
ITS LIQUIDITY.

      In April  2001,  due to its failure to comply  with  NASDAQ's  minimum bid
price,  our Common Stock was  delisted  from the NASDAQ and is now traded on the
OTC Bulletin  Board.  Because the trading price of our common stock is currently
below  $5.00 per  share,  trading  is  subject  to  certain  other  rules of the
Securities  Exchange Act of 1934.  Such rules require  additional  disclosure by
broker-dealers  in  connection  with any trades  involving a stock  defined as a
"penny stock." "Penny stock" is defined as any non-Nasdaq  equity  security that
has a market price of less than $5.00 per share,  subject to certain exceptions.
Such rules require the delivery of

                                       18
<PAGE>


a disclosure schedule explaining the penny stock market and the risks associated
with that market before entering into any penny stock transaction. Disclosure is
also required to be made about  compensation  payable to both the  broker-dealer
and the registered representative and current quotations for the securities. The
rules also impose various sales practice requirements on broker-dealers who sell
penny  stocks  to  persons  other  than  established  customers  and  accredited
investors.  For  these  types of  transactions,  the  broker-dealer  must make a
special  suitability  determination  for the  purchaser  and  must  receive  the
purchaser's  written  consent  to the  transaction  prior to the sale.  Finally,
monthly  statements are required to be sent disclosing  recent price information
for the penny stocks. The additional burdens imposed upon broker-dealers by such
requirements could discourage  broker-dealers from effecting transactions in our
Common Stock. This could severely limit the market liquidity of our Common Stock
and your ability to sell the Common Stock.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The  financial  statements  are  submitted  in a separate  section of this
report on pages F-1 through F-27.

                                       19
<PAGE>


PART III

ITEM 14.  DISCLOSURE CONTROLS AND PROCEDURES

      An  evaluation  was  performed   under  the   supervision   and  with  the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the  Company's  disclosure  controls and  procedures as of the end of the period
covered by this report.  Based on that  evaluation,  the  Company's  management,
including the Chief  Executive  Officer and Chief Financial  Officer,  concluded
that the Company's disclosure controls and procedures were effective.

      Since the  evaluation of disclosure  controls and  procedures,  there have
been no significant  changes to the Company's  internal controls and procedures,
with the exception of the integration of control processes of Guideline into the
Company's systems and procedures. Guideline was acquired April 1, 2003. However,
Note 18 to the financial statements discusses the revisions made to the 2002 and
2001  balance  sheets to  reclassify  unearned  retainer  income  as  a  current
liability. We do not expect a significant change in internal control as a result
of this revision.

                                       20
<PAGE>


PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   The following documents are filed as part of this report:

  (1) Financial Statements:

                                                                        Location
                                                                         In 10-K
                                                                        --------

      Report of independent auditors                                       F-2

      Consolidated balance sheets (as revised) - December 31, 2002
      and 2001                                                             F-3

      Consolidated statements of operations - Years ended December 31,
      2002, 2001 and 2000                                                  F-4

      Consolidated statements of changes in stockholders' equity -
      Years ended December 31, 2002, 2001 and 2000                         F-5

      Consolidated statements of cash flows - Years ended December 31,
      2002 2001 and 2000                                                   F-6

      Notes to consolidated financial statements                           F-7


  (2) Financial Statement Schedule:

            See Schedule II of this Form 10-K/A.

(b)   Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter ended
            December 31, 2002

(c)   Exhibits:

EXHIBIT NUMBER                         DESCRIPTION OF EXHIBIT

      3.1         Certificate of Incorporation of the Company (incorporated by
                  reference to the Company's Registration Statement on Form S-18
                  (Reg. No. 33-8634-NY) which became effective with the
                  Securities and Exchange Commission on October 31, 1986)

      3.2         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Registration Statement on Form S-18 (Reg. No. 33-8634-NY)
                  which became effective with the Securities and Exchange
                  Commission on October 31, 1986)

      3.3         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Registration Statement on Form S-18 (Reg. No. 33-8634-NY)
                  which became effective with the Securities and Exchange
                  Commission on October 31, 1986)

                                       21
<PAGE>


      3.4         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 2, 1995)

      3.5         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 13, 1998)

      3.6         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 27, 1998)

      3.7         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 10, 2002)

      3.8         By-laws of the Company (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  1987)

      3.9         Amendment to the By-laws of the Company (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 2002)

      4.1         Specimen of the Company's Common Stock Certificate
                  (incorporated by reference to the Company's Registration
                  Statement on Form S-18 (Reg. No. 33-8634-NY) which became
                  effective with the Securities and Exchange Commission on
                  October 31, 1986)

      10.1        License Agreement, dated October 11, 1971, between the Company
                  and SVP International (incorporated by reference to the
                  Company's Registration Statement on Form S-18 (Reg. No.
                  33-8634-NY) which became effective with the Securities and
                  Exchange Commission on October 31, 1986)

      10.2        Amendment to License Agreement, dated March 23, 1981, between
                  the Company and SVP International (incorporated by reference
                  to the Company's Registration Statement on Form S-18 (Reg. No.
                  33-8634-NY) which became effective with the Securities and
                  Exchange Commission on October 31, 1986)

      10.3        Amendment to License Agreement, dated November 21, 2001,
                  between the Company and SVP International (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 2002)

      10.4        Lease, dated March 15, 1995, between Urbicum Associates, L.P.
                  and the Company, related to premises on 4th floor at 641
                  Avenue of the Americas, New York, NY (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 1994)

      10.5        Lease, dated December 15, 1986, between Chelsea Green
                  Associates and the Company, related to premises at 625 Avenue
                  of the Americas, New York, NY (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  1992)

      10.6        The Company's 401(k) and Profit Sharing Plan (incorporated by
                  reference to the Company's Form S-8, filed on March 29, 1996)*

                                       22
<PAGE>


      10.7        The Company's 1996 Stock Option Plan (incorporated by
                  reference to the Company's Definitive Proxy Statement, filed
                  on May 10, 2002)*

      10.8        Collaboration Agreement, dated as of December 19, 1999, by and
                  among Bill Gross' idealab!, the Company, and find.com, Inc.
                  (incorporated by reference to the Company's Form 10-K filed
                  for the year ended December 31, 1999)

      10.9        $2,000,000 Term Note, dated February 20, 2002, by the Company
                  in favor of JPMorgan Chase Bank (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  2001)

      10.10       $1,000,000 Senior Grid Promissory Note, dated June 18, 2002,
                  by the Company in favor of JPMorgan Chase Bank (incorporated
                  by reference to the Company's Form 10-K filed for the year
                  ended December 31, 2002)

      10.11       Stock Purchase Agreement, dated January 15, 1998, between SVP,
                  S.A. and the Company (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  1999)

      10.12       Amended and restated Employment Agreement, dated November 21,
                  2001, between the Company and Andrew P. Garvin (incorporated
                  by reference to the Company's Form 10-K filed for the year
                  ended December 31, 2001)*

      10.13       Amendment No. 1 to Amended and Restated Employment Agreement,
                  dated December 31, 2002, between the Company and Andrew P.
                  Garvin (incorporated by reference to the Company's Form 10-K
                  filed for the year ended December 31, 2002)*

      10.14       Employment Agreement, dated November 21, 2001, between the
                  Company and David Walke (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  2001)*

      10.15       Employment Agreement, dated February 6, 2002, between the
                  Company and Martin E. Franklin (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  2001)*

      10.16       Employment Agreement, dated May 13, 2002, between the Company
                  and Peter M. Stone (incorporated by reference to the Company's
                  Form 10-Q filed for the quarter ended June 30, 2002)*

      10.17       Employment Agreement, dated May 13, 2002, between the Company
                  and Daniel S. Fitzgerald (incorporated by reference to the
                  Company's Form 10-Q filed for the quarter ended June 30,
                  2002)*

      10.18       Letter dated August 18, 2003 from JPMorgan Chase Bank to the
                  Company. (incorporated by reference to the Company's Form 10-Q
                  filed for the quarter ended June 30, 2003)

      21          List of Subsidiaries (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  2002)

      23          Consent of Independent Auditors (filed herewith)

                                       23
<PAGE>



      31.1        Certification of Chief Executive Officer Pursuant to Rule
                  13a-14(a) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002. (filed herewith)

      31.2        Certification of Chief Financial Officer Pursuant to Rule
                  13a-14(a) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002. (filed herewith)

      32.1        Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (filed herewith)

* This exhibit represents a management contract or a compensatory plan.

                                       24
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        FIND/SVP, INC.
                                        (Registrant)

                                             By:  /s/ DAVID WALKE
                                                  ------------------------------
                                                  David Walke,
                                                  Chief Executive Officer
                                                  August 25, 2003



Pursuant to the requirement(s) of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

(1)   Principal Executive Officer:

      /s/ DAVID WALKE                         Chief Executive Officer
      ----------------------------------      August 25, 2003
      David Walke

(2)   Principal Financial Officer and Principal Accounting Officer:

      /s/ PETER M. STONE                      Chief Financial Officer
      ----------------------------------      August 25, 2003
      Peter M. Stone

(3)   Board of Directors:

      /s/ ANDREW P. GARVIN                    President and Director
      ----------------------------------      August 25, 2003
      Andrew P. Garvin

      /s/ MARTIN E. FRANKLIN                  Chairman of Board of Directors
      ----------------------------------      August 25, 2003
      Martin E. Franklin

      /s/ MARC L. REISCH                      Director
      ----------------------------------      August 25, 2003
      Marc L. Reisch

      /s/ DENISE L. SHAPIRO                   Director
      ----------------------------------      August 25, 2003
      Denise L. Shapiro

      /s/ ROBERT J. SOBEL                     Director
      ----------------------------------      August 25, 2003
      Robert J. Sobel

      /s/ WARREN STRUHL                       Director
      ----------------------------------      August 25, 2003
      Warren Struhl

                                       25
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NUMBER                       DESCRIPTION OF EXHIBIT

      3.1         Certificate of Incorporation of the Company (incorporated by
                  reference to the Company's Registration Statement on Form S-18
                  (Reg. No. 33-8634-NY) which became effective with the
                  Securities and Exchange Commission on October 31, 1986)

      3.2         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Registration Statement on Form S-18 (Reg. No. 33-8634-NY)
                  which became effective with the Securities and Exchange
                  Commission on October 31, 1986)

      3.3         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Registration Statement on Form S-18 (Reg. No. 33-8634-NY)
                  which became effective with the Securities and Exchange
                  Commission on October 31, 1986)

      3.4         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 2, 1995)

      3.5         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 13, 1998)

      3.6         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 27, 1998)

      3.7         Certificate of Amendment of Certificate of Incorporation of
                  the Company (incorporated by reference to the Company's
                  Definitive Proxy Statement, filed on May 10, 2002)

      3.8         By-laws of the Company (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  1987)

      3.9         Amendment to the By-laws of the Company (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 2002)

      4.1         Specimen of the Company's Common Stock Certificate
                  (incorporated by reference to the Company's Registration
                  Statement on Form S-18 (Reg. No. 33-8634-NY) which became
                  effective with the Securities and Exchange Commission on
                  October 31, 1986)

      10.1        License Agreement, dated October 11, 1971, between the Company
                  and SVP International (incorporated by reference to the
                  Company's Registration Statement on Form S-18 (Reg. No.
                  33-8634-NY) which became effective with the Securities and
                  Exchange Commission on October 31, 1986)

      10.2        Amendment to License Agreement, dated March 23, 1981, between
                  the Company and SVP International (incorporated by reference
                  to the Company's Registration Statement on Form S-18 (Reg. No.
                  33-8634-NY) which became effective with the Securities and
                  Exchange Commission on October 31, 1986)

                                       26
<PAGE>


      10.3        Amendment to License Agreement, dated November 21, 2001,
                  between the Company and SVP International (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 2002)

      10.4        Lease, dated March 15, 1995, between Urbicum Associates, L.P.
                  and the Company, related to premises on 4th floor at 641
                  Avenue of the Americas, New York, NY (incorporated by
                  reference to the Company's Form 10-K filed for the year ended
                  December 31, 1994)

      10.5        Lease, dated December 15, 1986, between Chelsea Green
                  Associates and the Company, related to premises at 625 Avenue
                  of the Americas, New York, NY (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  1992)

      10.6        The Company's 401(k) and Profit Sharing Plan (incorporated by
                  reference to the Company's Form S-8, filed on March 29, 1996)

      10.7        The Company's 1996 Stock Option Plan (incorporated by
                  reference to the Company's Definitive Proxy Statement, filed
                  on May 10, 2002)

      10.8        Collaboration Agreement, dated as of December 19, 1999, by and
                  among Bill Gross' idealab!, the Company, and find.com, Inc.
                  (incorporated by reference to the Company's Form 10-K filed
                  for the year ended December 31, 1999)

      10.9        $2,000,000 Term Note, dated February 20, 2002, by the Company
                  in favor of JPMorgan Chase Bank (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  2001)

      10.10       $1,000,000 Senior Grid Promissory Note, dated June 18, 2002,
                  by the Company in favor of JPMorgan Chase Bank (incorporated
                  by reference to the Company's Form 10-K filed for the year
                  ended December 31, 2002)

      10.11       Stock Purchase Agreement, dated January 15, 1998, between SVP,
                  S.A. and the Company (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  1999)

      10.12       Amended and restated Employment Agreement, dated November 21,
                  2001, between the Company and Andrew P. Garvin (incorporated
                  by reference to the Company's Form 10-K filed for the year
                  ended December 31, 2001)

      10.13       Amendment No. 1 to Amended and Restated Employment Agreement,
                  dated December 31, 2002, between the Company and Andrew P.
                  Garvin (incorporated by reference to the Company's Form 10-K
                  filed for the year ended December 31, 2002)

      10.14       Employment Agreement, dated November 21, 2001, between the
                  Company and David Walke (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  2001)

      10.15       Employment Agreement, dated February 6, 2002, between the
                  Company and Martin E. Franklin (incorporated by reference to
                  the Company's Form 10-K filed for the year ended December 31,
                  2001)

                                       27
<PAGE>


      10.16       Employment Agreement, dated May 13, 2002, between the Company
                  and Peter M. Stone (incorporated by reference to the Company's
                  Form 10-Q filed for the quarter ended June 30, 2002)

      10.17       Employment Agreement, dated May 13, 2002, between the Company
                  and Daniel S. Fitzgerald (incorporated by reference to the
                  Company's Form 10-Q filed for the quarter ended June 30, 2002)

      10.18       Letter dated August 18, 2003 from JPMorgan Chase Bank to the
                  Company. (incorporated by reference to the Company's Form 10-Q
                  filed for the quarter ended June 30, 2003)

      21          List of Subsidiaries (incorporated by reference to the
                  Company's Form 10-K filed for the year ended December 31,
                  2002)

      23          Consent of Independent Auditors

      31.1        Certification of Chief Executive Officer Pursuant to Rule
                  13a-14(a) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

      31.2        Certification of Chief Financial Officer Pursuant to Rule
                  13a-14(a) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

      32.1        Certifications Pursuant to 18 U. S. C. Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                       28
<PAGE>


                                     ITEM 8
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         FIND/SVP, INC. AND SUBSIDIARIES

             Index to Consolidated Financial Statements and Schedule

                                                                            PAGE

Independent Auditors' Report                                                F-2

Consolidated Balance Sheets (as revised) as of December 31, 2002
  and 2001                                                                  F-3

Consolidated Statements of Operations
  for the years ended December 31, 2002, 2001 and 2000                      F-4

Consolidated Statements of Shareholders' Equity
  for the years ended December 31, 2002, 2001 and 2000                      F-5

Consolidated Statements of Cash Flows
  for the years ended December 31, 2002, 2001 and 2000                      F-6

Notes to Consolidated Financial Statements                                  F-7

Schedule:
    Independent Auditors' Report on Supplemental Schedule                   F-26

    Schedule II - Valuation and Qualifying Accounts                         F-27

                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Find/SVP, Inc.

We have audited the accompanying  consolidated balance sheets of Find/SVP,  Inc.
and subsidiaries (the Company) as of December 31, 2002 and 2001, and the related
consolidated statements of operations,  shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 2002.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of the Company at December 31, 2002
and 2001,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 18, the  accompanying  balance  sheets have been revised to
reflect the classification of unearned retainer income as a current liability.


Deloitte & Touche LLP

Stamford, Connecticut
April 4, 2003
(August 18, 2003 as to Note 18)


                                      F-2
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   December 31
                 (in thousands, except share and per share data)

                         ASSETS                            2002        2001
                                                       (as revised, See Note 18)

Current assets:
  Cash and cash equivalents                              $    968     $  1,951
  Accounts receivable, less allowance for
    doubtful accounts of $150 and $126 in
    2002 and 2001, respectively                             1,953        1,415
  Note receivable                                              --          138
  Deferred tax assets                                         272          194
  Prepaid expenses and other current assets                   948          828
                                                         --------     --------

      Total current assets                                  4,141        4,526

  Equipment, software development and
    leasehold improvements, at cost, less
    accumulated depreciation and amortization               2,334        2,892

Other assets:
  Deferred tax assets                                       1,324        1,063
  Rental asset                                                575          580
  Cash surrender value of life insurance                      418          747
  Non-marketable equity securities                            185          500
  Other assets                                                561          384
                                                         --------     --------

                                                         $  9,538     $ 10,692
                                                         ========     ========

            LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Current maturities of notes payable                    $    606     $    924
  Trade accounts payable                                      353          469
  Accrued expenses and other                                1,749        1,781
  Unearned retainer income                                  1,476        1,753
                                                         --------     --------

      Total current liabilities                             4,184        4,927
                                                         --------     --------


Notes payable                                               1,200          895
Deferred compensation                                         441          380

Commitments and contingencies

Shareholders' equity:

  Preferred stock, $.0001 par value. Authorized
    2,000,000 shares; zero issued and outstanding
    in both 2002 and 2001                                      --           --
  Common stock, $.0001 par value. Authorized
    100,000,000 shares; issued and outstanding
    10,214,102 shares in 2002; issued and
    outstanding 10,043,443 shares in 2001                       1            1
  Capital in excess of par value                            7,332        6,985
  Accumulated deficit                                      (3,620)      (2,496)
                                                         --------     --------
      Total shareholders' equity                            3,713        4,490
                                                         --------     --------

                                                         $  9,538     $ 10,692
                                                         ========     ========

      See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                             Years ended December 31
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                     2002          2001          2000

<S>                                              <C>            <C>           <C>
Revenues                                         $    20,828    $   22,215    $   23,800
                                                 -----------    ----------    ----------

Operating expenses:
  Direct costs                                        10,027        10,966        12,127
  Selling, general and administrative
    expenses                                          11,808        12,397        12,426
                                                 -----------    ----------    ----------

      Operating loss                                  (1,007)       (1,148)         (753)

Interest income                                           15            49           119
Other income                                              --            --           139
Interest expense                                        (156)         (246)         (372)
Impairment on investment                                (315)           --            --
                                                 -----------    ----------    ----------

      Loss before benefit for income taxes            (1,463)       (1,345)         (867)

Benefit for income taxes                                (339)         (400)         (332)
                                                 -----------    ----------    ----------

      Net loss                                   $    (1,124)   $     (945)   $     (535)
                                                 ===========    ==========    ==========



Loss per common share - basic and diluted:       $      (.11)   $     (.12)   $     (.06)
                                                 ===========    ==========    ==========

Weighted average number of common shares
  outstanding:
      Basic                                       10,138,703     7,879,744     7,449,986
                                                 ===========    ==========    ==========
      Diluted                                     10,138,703     7,879,744     7,449,986
                                                 ===========    ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                             Years ended December 31
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                     Common Stock       Capital in                  Total
                                                ----------------------   excess of  Accumulated  shareholders'
                                                  Shares       Amount    par value    deficit       equity
                                                ----------    --------  ----------  -----------  ------------
<S>                                              <C>          <C>         <C>         <C>          <C>
Balance at January 1, 2000                       7,136,919    $      1    $  4,904    $ (1,016)    $  3,889

Net loss                                                --          --          --        (535)        (535)

Exercise of stock options and warrants             319,024          --         638          --          638

Common stock issued in exchange for warrants       150,000          --          --          --           --
                                                ----------    --------    --------    --------     --------

Balance at December 31, 2000                     7,605,943           1       5,542      (1,551)       3,992

Net loss                                                --          --          --        (945)        (945)

Common stock issued                              2,437,500          --       1,443          --        1,443
                                                ----------    --------    --------    --------     --------

Balance at December 31, 2001                    10,043,443           1       6,985      (2,496)       4,490

Net loss                                                --          --          --      (1,124)      (1,124)

Exercise of stock options and warrants             108,159          --          49          --           49

Common stock issued                                 62,500          --          50          --           50

Stock-based compensation                                --          --         248          --          248
                                                ----------    --------    --------    --------     --------

Balance at December 31, 2002                    10,214,102    $      1    $  7,332    $ (3,620)    $  3,713
                                                ==========    ========    ========    ========     ========
</TABLE>


See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             Years ended December 31
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                           2002        2001        2000
<S>                                                                      <C>         <C>         <C>
Cash flows from operating activities:
  Net loss                                                               $(1,124)    $  (945)    $  (535)

  Adjustments to reconcile net loss to net cash (used in)
    provided by operating activities:
      Depreciation and amortization                                          939       1,087       1,110
      Allowance for doubtful accounts                                        128         454         217
      Unearned retainer income                                              (277)       (318)        142
      Deferred income taxes                                                 (339)       (398)       (342)
      Compensation from option grants                                        248          --          --
      Impairment on investment                                               315          --          --
      Deferred compensation                                                   61          57          56

      Changes in assets and liabilities:
        (Increase) decrease in accounts receivable                          (666)        651        (796)
        (Increase) decrease in prepaid expenses
           and other current assets                                         (120)        131        (119)
        Decrease (increase) in rental asset                                    5        (206)       (199)
        Decrease (increase) in cash surrender value of life insurance        329         (44)        (70)
        Increase in other assets                                             (29)        (76)        (37)
        Decrease in accounts payable and accrued expenses                   (147)        (94)       (117)
                                                                         -------     -------     -------

          Net cash (used in) provided by operating activities               (677)        299        (690)
                                                                         -------     -------     -------

Cash flows from investing activities:
  Capital expenditures                                                      (457)       (304)       (570)
  Repayment of notes receivable                                              138         137         137
                                                                         -------     -------     -------

          Net cash used in investing activities                             (319)       (167)       (433)
                                                                         -------     -------     -------

Cash flows from financing activities:
  Principal borrowings under notes payable                                 3,230         200       1,400
  Principal payments under notes payable                                  (3,243)       (725)     (1,474)
  Proceeds from exercise of stock options and warrants                        49          --          37
  Proceeds from issuance of common stock                                      50       1,443          --
  Increase in deferred financing fees and acquisition costs                  (73)         --         (35)
                                                                         -------     -------     -------

          Net cash provided by (used in) financing activities                 13         918         (72)
                                                                         -------     -------     -------

          Net (decrease) increase in cash
            and cash equivalents                                            (983)      1,050      (1,195)

Cash and cash equivalents at beginning of year                             1,951         901       2,096
                                                                         -------     -------     -------
Cash and cash equivalents at end of year                                 $   968     $ 1,951     $   901
                                                                         =======     =======     =======
</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


                         FIND/SVP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2002, 2001 and 2000

(1)  ORGANIZATION AND NATURE OF OPERATIONS

          Find/SVP,  Inc. and its wholly owned subsidiaries (the "Company") is a
          knowledge  services company that leverages the expertise and resources
          of its  professional  research teams on behalf of executives and other
          decision-making employees, primarily in the United States. The Company
          currently operates in two business segments,  providing consulting and
          business  advisory  services  including:   the  Quick  Consulting  and
          Research Service ("Quick  Consulting") which provides retainer clients
          with access to the  expertise of the Company's  staff and  information
          resources  as  well  as a Live  AnswerDesk  ("LAD")  service;  and the
          Strategic  Consulting  and Research Group ("SCRG") which provides more
          extensive,   in-depth   custom   market   research   and   competitive
          intelligence information, as well as customer satisfaction and loyalty
          programs.  Substantially all of the Company's personnel and operations
          are located in Manhattan.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

          The  consolidated   financial   statements  include  the  accounts  of
          Find/SVP,  Inc. and its wholly  owned  subsidiaries.  All  significant
          intercompany   balances  and  transactions  have  been  eliminated  in
          consolidation.

          EQUIPMENT AND LEASEHOLD IMPROVEMENTS

          Equipment and leasehold improvements are stated at cost.

          Depreciation  is  computed  by  the  straight-line   method  over  the
          estimated  useful  lives  of  the  assets.  Electronic  equipment  and
          computer  software is primarily  depreciated  over five years, and the
          Company's  proprietary   management  information  software  system  is
          depreciated  over ten years.  Leasehold  improvements are amortized by
          the straight-line  method over the shorter of the term of the lease or
          the estimated life of the asset.

          GOODWILL

          Goodwill  consists of the excess of the  purchase  price over the fair
          value of  identifiable  net assets of businesses  acquired.  Effective
          January 1, 2002 the Company adopted Statement of Financial  Accounting
          Standards  ("SFAS") No. 142,  "Goodwill and Other Intangible  Assets,"
          under which  goodwill  is no longer  amortized.  Instead,  goodwill is
          evaluated for impairment using a two-step process that is performed at
          least  annually  and  whenever   events  or   circumstances   indicate
          impairment  may have  occurred.  The first step is a comparison of the
          fair  value  an  internal  reporting  unit  with its  carrying  amount
          including  goodwill.  If the fair value of the reporting  unit exceeds
          its carrying  value,  goodwill of the reporting unit is not considered
          impaired and the second step is unnecessary.  If the carrying value of
          the reporting unit exceeds its fair value, a

                                      F-7
<PAGE>


          second  test is  performed  to  measure  the amount of  impairment  by
          comparing the carrying  amount of the goodwill to a  determination  of
          the  implied  value of the  goodwill.  If the  carrying  amount of the
          goodwill is greater  than the implied  value,  an  impairment  loss is
          recognized  for the  difference.  The implied value of the goodwill is
          determined  as of  the  test  date  by  performing  a  purchase  price
          allocation  as if the  reporting  unit had just been  acquired,  using
          currently   estimated  fair  values  of  the  individual   assets  and
          liabilities  of the reporting  unit,  together with an estimate of the
          fair value of the reporting unit taken as a whole. The estimate of the
          fair value of the reporting unit is based upon  information  available
          regarding  prices of  similar  groups of  assets,  or other  valuation
          techniques  including present value techniques based upon estimates of
          future cash flow.

          Prior to adoption of SFAS No. 142, the Company amortized goodwill on a
          straight-line  basis,  resulting  in the  recording  of  approximately
          $10,000 of expense in each of the years  ended  December  31, 2001 and
          2000. The Company  retains $75,000 of goodwill on its balance sheet in
          other assets, for which no impairment has been identified.

          DEFERRED CHARGES

          Deferred  charges  primarily  comprise  the cost of  acquired  library
          information  files and  electronic  databases,  which are amortized to
          expense over the estimated  period of benefit of three years using the
          straight-line method.

          INCOME TAXES

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective  tax  basis  and  operating  losses  and tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          currently  enacted tax rates.  The effect on  deferred  tax assets and
          liabilities  of a change in tax rates is  recognized  in income in the
          period  that  includes  the  enactment  date.  Realization  of the net
          deferred  tax assets is  dependent  on future  reversals  of  existing
          taxable  temporary  differences  and adequate  future taxable  income,
          exclusive  of  reversing  temporary   differences  and  carryforwards.
          Although  realization is not assured,  management  believes that it is
          more  likely  than  not  that  the net  deferred  tax  assets  will be
          realized.

          (LOSS) EARNINGS PER SHARE

          Basic  earnings per share is computed by dividing net income (loss) by
          the weighted  average  number of common  shares  outstanding.  Diluted
          earnings  per share is  computed by  dividing  net income  (loss) by a
          diluted weighted average number of common shares outstanding.  Diluted
          net income (loss) per share reflects the potential dilution that would
          occur if  securities  or other  contracts  to issue  common stock were
          exercised   or   converted   into  common   stock,   unless  they  are
          anti-dilutive.  In computing basic and diluted  earnings per share for
          the years ended  December 31, 2002,  2001 and 2000, the Company used a
          weighted  average  number of common shares  outstanding of 10,138,703,
          7,879,744 and 7,449,986, respectively. In the years ended December 31,
          2002, 2001 and 2000 there was no dilutive effect.

                                      F-8
<PAGE>


          Due to the  net loss,  options and  warrants  to  purchase  3,320,522,
          3,460,472 and 1,847,872  common shares during the years ended December
          31, 2002,  2001 and 2000,  respectively,  were  antidilutive  and were
          therefore excluded from the computation of diluted earnings per share.

          REVENUE RECOGNITION

          Revenues  from annual  retainer fees are  recognized  ratably over the
          contractual  period.  Revenues from projects are recognized as work is
          completed. Revenues from publications are recognized on a subscription
          basis as issues are delivered.  Revenues include certain out-of-pocket
          and other expenses  billed to clients which  aggregated  approximately
          $1,221,000,   $1,111,000  and  $1,770,000  in  2002,  2001  and  2000,
          respectively.

          CASH AND CASH EQUIVALENTS

          Cash and cash equivalents  includes all highly liquid investments with
          original maturities of three months or less.

          NON-MARKETABLE EQUITY SECURITIES

          Non-marketable equity securities are valued at the lower of historical
          cost or estimated net realizable value.

          FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following methods and assumptions were used in estimating the fair
          value of financial instruments:

          The carrying values reported in the balance sheets for cash,  accounts
          receivable,  prepaid  expenses  and  other  current  assets,  accounts
          payable and accrued expenses approximate fair values.

          The fair  value of notes  payable,  which  approximates  its  carrying
          value,  is estimated based on the current rates offered to the Company
          for debt of the same remaining maturities.

          IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS
          TO BE DISPOSED OF

          Effective  January 1, 2002, the Company adopted Statement of Financial
          Accounting  Standards ("SFAS") No. 144, "Accounting for the Impairment
          or Disposal of  Long-Lived  Assets." The adoption of this standard did
          not affect the current financial  position or results of operations of
          the Company.

          Long-lived  assets of the Company (other than  goodwill,  deferred tax
          assets  and  financial  instruments)  including  equipment,   software
          development  and leasehold  improvements,  rental asset,  and deferred
          charges,  are reviewed for  impairment  whenever  events or changes in
          circumstances  indicate  that  the  net  carrying  amount  may  not be
          recoverable.  Recoverability of assets to be held and used is measured
          by a comparison of the carrying amount of an asset to

                                      F-9
<PAGE>


          undiscounted  future net cash flows  expected to be  generated  by the
          asset. If such assets are considered to be impaired, the impairment to
          be recognized  is measured by the amount by which the carrying  amount
          of the  assets  exceeds  the fair  value of the  assets.  Assets to be
          disposed of are reported at the lower of the  carrying  amount or fair
          value less costs to sell.

          STOCK BASED EMPLOYEE COMPENSATION COSTS

          The Company applies  Accounting  Principles  Board Opinion No. 25 when
          accounting for stock options,  and no compensation  cost is recognized
          for grants  made to  employees  or  directors  when the grant price is
          greater  than or equal to the  market  price of a common  share on the
          date of grant. Had the Company  determined  compensation cost based on
          the fair value at the grant date for its stock  options under SFAS No.
          123, "Accounting for Stock-Based Compensation", as amended by SFAS No.
          148,  the   Company's  net  income  (loss)  would  have  been  reduced
          (increased) to the pro forma amounts indicated below:

--------------------------------------------------------------------------------

                                              2002          2001        2000
Net loss, as reported                     $(1,124,000)  $  (945,000)  $(535,000)

Add: Stock based employee compensation
expense included in reported net loss,
net of tax related effects                    174,000            --          --

Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects
                                             (296,000)     (299,000)   (222,000)
                                          -----------   -----------   ---------

Pro forma net loss                        $(1,246,000)  $(1,244,000)  $(757,000)
                                          ===========   ===========   =========

Loss per share:
Basic and Diluted
   As reported                            $     (0.11)  $     (0.12)  $   (0.06)
                                          ===========   ===========   =========
   Pro forma                              $     (0.12)  $     (0.16)  $   (0.10)
                                          ===========   ===========   =========

--------------------------------------------------------------------------------

          The per share  weighted-average  fair value of stock  options  granted
          during 2002, 2001 and 2000 was $0.96,  $0.30 and $1.21,  respectively.
          Such amounts were determined  using the  Black-Scholes  option pricing
          model with the following weighted-average assumptions: 2002 - expected
          dividend  yield of 0%,  risk-free  interest rate of 6%,  volatility of
          111% and an expected life of 5 years;  2001 - expected  dividend yield
          of 0%,  risk-free  interest  rate of 6%,  volatility  of 93.0%  and an
          expected  life of 5  years;  2000 -  expected  dividend  yield  of 0%,
          risk-free  interest  rate of 6%,  volatility  of 82.1% and an expected
          life of 5 years.  Volatility  is  calculated  over the five  preceding
          years.

                                      F-10
<PAGE>


          NEW ACCOUNTING PRINCIPLES

          In July 2001,  the FASB  issued SFAS No.  143,  "Accounting  for Asset
          Retirement  Obligations",  which will be adopted by the  Company as of
          January 1, 2003. This standard  addresses  issues  associated with the
          retirement of tangible long-lived assets. The Company does not believe
          that there will be any impact on its consolidated  financial  position
          and results of  operations  that will result from the adoption of this
          standard.

          In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
          Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
          Technical Corrections". The Company elected to adopt the provisions of
          this omnibus statement early,  which makes changes to several existing
          authoritative pronouncements to make technical corrections, to clarify
          meanings, or to describe their applicability under changed conditions.
          The  adoption of this  standard  did not affect the current  financial
          position  or results of  operations  of the  Company.  Adoption of the
          standard  caused the loss on  repayment  of debt that  occurred in the
          year ended December 31, 2000 to be reclassified as interest expense on
          the  statement  of  operations,  from  its  prior  presentation  as an
          extraordinary item.

          In July 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
          Associated with Exit or Disposal Activities".  SFAS No. 146 supersedes
          Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition for
          Certain  Employee  Termination  Benefits  and  other  Costs to Exit an
          Activity (including Certain Costs Incurred in a Restructuring)."  SFAS
          No. 146 requires that costs  associated  with an exit or disposal plan
          be recognized when incurred rather than at the date of a commitment to
          an exit or disposal plan. SFAS No. 146 is to be applied  prospectively
          to exit or disposal  activities  initiated  after  December  31, 2002.
          Management  believes  that the adoption of this standard will not have
          an impact on the Company's  reported  financial position or results of
          operations, as treatment of this standard is prospective.

          In  December  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
          Stock-Based Compensation - Transition and Disclosure - an Amendment of
          FASB  Statement  No.  123."  This  statement  amends  SFAS No.  123 by
          providing  alternative  methods of adopting the  fair-value  method of
          accounting  for  stock-based  compensation,  if an  entity  elects  to
          discontinue using the intrinsic-value  method of accounting  permitted
          in  Accounting  Principles  Board  (APB)  Opinion No. 25. One of these
          adoption methods, under which a prospective adoption of the fair-value
          method  would  be   permitted   without  the  need  for  a  cumulative
          restatement  of prior  periods,  is only  available  to the Company if
          adopted in 2003.  The  statement  also amended with  immediate  effect
          certain  disclosure  requirements  of SFAS No.  123 which the  Company
          adopted as of December 31, 2002. Management continues to study whether
          it will continue to account for stock-based compensation under APB No.
          25 or whether it will adopt SFAS No. 123 as amended.

          USE OF ESTIMATES

          Management  makes estimates and assumptions  relating to the reporting
          of assets and liabilities and the disclosure of contingent  assets and
          liabilities  and the  reported  amounts of  revenue  and  expenses  to
          prepare these  consolidated  financial  statements in conformity  with
          generally accepted accounting principles.  Actual results could differ
          from those estimates.

                                      F-11
<PAGE>


          RECLASSIFICATIONS

          Certain  prior year balances  have been  reclassified  to conform with
          current year presentation.

(3)  EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

          At December 31, 2002 and 2001,  equipment and  leasehold  improvements
          consist of the following:

--------------------------------------------------------------------------------
                                                          2002           2001
Furniture, fixtures and equipment, including
  computer software                                   $ 9,459,000    $ 9,202,000
Leasehold improvements                                  1,987,000      1,954,000
                                                      -----------    -----------
                                                       11,446,000     11,156,000
Less: accumulated depreciation and amortization         9,112,000      8,264,000
                                                      -----------    -----------
                                                      $ 2,334,000    $ 2,892,000
                                                      ===========    ===========

--------------------------------------------------------------------------------

          Depreciation expense amounted to approximately $848,000, $970,000, and
          $969,000  for the  years  ended  December  31,  2002,  2001 and  2000,
          respectively.

(4)  OTHER ASSETS

          At December 31, 2002 and 2001, other assets consist of the following:

--------------------------------------------------------------------------------

                                                        2002              2001
Deferred charges                                      $278,000          $160,000
Security deposits                                      132,000           132,000
Goodwill, net                                           75,000            75,000
Employee loan receivable                                50,000                --
Deferred financing fees, net                            26,000            17,000
                                                      --------          --------
                                                      $561,000          $384,000
                                                      ========          ========

--------------------------------------------------------------------------------

(5)  LEASES

          The  Company  has an  operating  lease  agreement  for  its  principal
          offices,  which expires in 2005,  under which rental payments  decline
          over  the  term of the  lease.  Rental  expense  under  this  lease is
          recorded on a straight-line  basis.  Rental payments  through December
          31,  2002 and 2001  exceeded  rental  expense  recorded  on this lease
          through such dates by $741,000 and $788,000, respectively.

          The Company has two operating leases for additional  office space that
          expire in 2005, under which rental payments  increase over the term of
          the  lease.   Rental   expense  on  these  leases  is  recorded  on  a
          straight-line basis.  Accordingly,  rent recorded through December 31,
          2002  and


                                      F-12
<PAGE>


          2001 exceeded  scheduled  payments  through such dates by $166,000 and
          $207,000,  respectively.  In September  2000,  the Company gave up its
          rights to a portion  of this  space  for  which the  Company  received
          $100,000 from its landlord, which is included in other income in 2000.

          The  Company's  leases of office  space  include  standard  escalation
          clauses.  Rental expense under leases for office space was $1,504,000,
          $1,587,000 and $1,497,000 in 2002, 2001 and 2000, respectively.

          The future  minimum  lease  payments  under  noncancellable  operating
          leases as of December 31, 2002 were as follows:

--------------------------------------------------------------------------------

YEAR ENDING DECEMBER 31                                         OPERATING LEASES
     2003                                                          $  853,000
     2004                                                             853,000
     2005                                                             426,000
     Thereafter                                                            --
                                                                   ----------
Total minimum lease payments                                       $2,132,000
                                                                   ==========

--------------------------------------------------------------------------------

(6)  NOTES PAYABLE

          Notes  payable  as of  December  31,  2002  and  2001  consist  of the
          following:

--------------------------------------------------------------------------------

                                                           2002          2001
Bank borrowings under term note                         $1,600,000    $1,100,000

Bank borrowings under line of credit                       176,000       200,000

Borrowings under debt agreements with investors:
   $475,000 Series A Senior Subordinated
      Note - SVP, S.A., net of unamortized
      discount of $1,000 as of December 31,
      2001, due August 25, 2002                                 --       474,000
Note payable to landlord, due 2003                          30,000        45,000
                                                        ----------    ----------
         Total notes payable                             1,806,000     1,819,000
   Less current installments                               606,000       924,000
                                                        ----------    ----------
         Notes payable, excluding current
            installments                                $1,200,000    $  895,000
                                                        ==========    ==========

--------------------------------------------------------------------------------

                                      F-13
<PAGE>


          DEBT AGREEMENTS WITH BANK

          In February 2002, the Company entered into a financing  agreement with
          a  commercial  bank for a Term Note.  The Term Note bears  interest at
          prime plus 1.25%, and is payable in quarterly  installments  beginning
          March  31,  2002.  As of  December  31,  2002,  there  was  $1,600,000
          outstanding  on this note, of which $400,000 is classified as current.
          Interest expense related to this note amounted to $94,000 for the year
          ended  December 31, 2002.  This  agreement was amended and restated on
          April 1, 2003,  reducing  the  principal  amount  from  $2,000,000  to
          $1,500,000, reflecting the current outstanding balance, and moving the
          final repayment date from December 31, 2006 to December 31, 2005. This
          will  require  the  Company to make a balloon  payment of  $500,000 on
          December 31, 2005.

          The  proceeds  from this  Term Note were used to repay the  $1,100,000
          balance on a Term Note due June 30, 2005,  and to repay the  remaining
          portion of the Company's Senior Subordinated Notes.

          At  December  31,  2001,  the  Company  had a term  note at the  prime
          commercial  lending rate plus 1.25% with  commercial  bank under which
          $1,100,000  was borrowed.  Interest  expense  related to this note was
          $9,000,  $102,000,  and $63,000 for the years ended December 31, 2002,
          2001 and 2000, respectively.

          The Company has a  $1,000,000  line of credit at the prime  commercial
          lending rate plus 0.5%. The line is renewable annually, and expires on
          December  30,  2003.  At  December  31,  2002 and 2001,  $176,000  and
          $200,000,  respectively,  were outstanding  under this line of credit.
          Average  borrowings under the line of credit were $379,000 and $30,000
          in the years ended December 31, 2002 and 2001,  with the highest month
          end balances  being  $1,000,000  and $200,000,  respectively.  Related
          interest  expense was  $20,000 and $2,000 in the years ended  December
          31, 2002 and 2001,  respectively.  There were no borrowings  under the
          line during the year ended December 31, 2000.

          The  Company's  Term Note and Line of Credit are  secured by a general
          security interest in substantially all of the Company's assets. In May
          2002,  JP Morgan Chase agreed to lower the minimum  tangible net worth
          covenant in the Term Note agreement to $3,500,000,  and the waived the
          prior  covenant at the March 31, 2002 report date.  In March 2003,  JP
          Morgan Chase agreed to waive the prior cash flow coverage covenant for
          the twelve-month period ended December 31, 2002.


          DEBT AGREEMENTS WITH INVESTORS

          Prior to their  repayment  in  February  2002,  the Company had Senior
          Subordinated  Notes under debt agreements  with investors.  Such notes
          accrued interest at an annual rate of 12%. Interest expense under such
          notes was $12,000,  $112,000, and $270,000 in the years ended December
          31, 2002, 2001, and 2000, respectively.

                                      F-14
<PAGE>


          The aggregate principal  maturities of notes payable for the next five
          years, including full amortization of discounts, are as follows:

--------------------------------------------------------------------------------

YEAR ENDING DECEMBER 31,
     2003                                                             $  606,000
     2004                                                                400,000
     2005                                                                800,000
     Thereafter                                                               --
                                                                      ----------
                                                                      $1,806,000
                                                                      ==========

--------------------------------------------------------------------------------

(7)  SHAREHOLDERS' EQUITY

          SALE OF COMMON STOCK

          In November  2001, the Company  issued  2,437,500  shares for net cash
          proceeds of  $1,443,000,  after  transaction  costs of $557,000.  This
          transaction  resulted  in  a  triggering  of  the  change  in  control
          provisions of certain  employment and severance  agreements  (see Note
          10).

          COMMON STOCK WARRANTS

          On January 1, 2000  warrants to purchase  1,472,222  of the  Company's
          common  shares at $2.25 per share were  outstanding.  During the first
          quarter of 2000,  266,945 of such warrants were  exercised.  Under the
          terms  of  such  warrants,  $600,626  of  face  value  of  the  Senior
          Subordinated Note due October 31, 2001 was surrendered as payment.  In
          August 2000 as part of the early retirement of the Senior Subordinated
          Note due  October 31,  2001,  633,055  warrants  were  converted  into
          150,000  shares of the  Company's  common  stock.  As a result of this
          transaction, no gain or loss was recognized.

          At  December  31, 2002 and 2001,  warrants to purchase  572,222 of the
          Company's common shares remain outstanding.

          STOCK OPTION PLAN

          The Company's 1996 Stock Option Plan (the "Plan"), as amended in 1998,
          2000  and  2001,  authorizes  grants  of  options  to  purchase  up to
          3,500,000 shares of common stock, issuable to employees, directors and
          consultants of the Company.

          The  options  to be  granted  under  the Plan  will be  designated  as
          incentive stock options or non-incentive stock options by our Board of
          Directors' Stock Option Committee.  Options granted under the Plan are
          exercisable during a period of no more than ten years from the date of
          the grant (five years for options granted to holders of 10% or more of
          the outstanding  shares of common stock).  All options  outstanding at
          December 31, 2002 expire  within the next ten years if not  exercised.
          Options that are  cancelled or expire  during the term of the Plan are
          eligible to be re-issued under the Plan and, therefore, are considered
          available for grant.

                                      F-15
<PAGE>


         Activity under the stock option plans is summarized as follows:

--------------------------------------------------------------------------------
                                                                       WEIGHTED
                                          AVAILABLE                     AVERAGE
                                             FOR          OPTIONS      EXERCISE
                                            GRANT         GRANTED        PRICE
                                          ----------    ----------    ----------

January 1, 2000                              486,300       875,900         $1.12

Additional authorized                        500,000            --            --

Granted                                     (772,500)      772,500          2.15
Exercised                                         --       (80,910)         1.68
Cancelled                                    291,840      (291,840)         1.14
No longer available under 1986 Plan          (30,140)           --            --
                                          ----------    ----------    ----------

December 31, 2000                            475,500     1,275,650          1.74

Additional authorized                      1,850,000            --            --
Granted                                   (1,872,050)    1,872,050          0.49
Exercised                                         --            --
Cancelled                                    259,450      (259,450)         1.84
No longer available under the 1986 Plan     (166,200)           --            --
                                          ----------    ----------    ----------

December 31, 2001                            546,700     2,888,250          0.92
Granted                                     (353,000)      353,000          1.10
Exercised                                         --      (142,850)         0.76
Cancelled                                    350,100      (350,100)         1.99
                                          ----------    ----------    ----------

December 31, 2002                            543,800     2,748,300         $0.82
                                          ==========    ==========    ==========

Exercisable at December 31, 2002                         1,351,724         $0.92
                                                        ==========    ==========

Exercisable at December 31, 2001                           863,779         $1.25
                                                        ==========    ==========

Exercisable at December 31, 2000                           435,550         $1.56
                                                        ==========    ==========

--------------------------------------------------------------------------------

          During 2002,  options to purchase  353,000 shares of common stock were
          granted  under the Plan at prices  ranging  from $0.83 to $1.429.  The
          options issued  qualified as incentive stock options whereby the price
          of the options were at fair market value at the time of grant.

          As of December 31, 2002,  there were  2,748,300  options  outstanding,
          having exercise prices ranging from $0.41 to $3.6875,  with an average
          remaining  contractual  life of 6.5 years.  As of December  31,  2002,
          there were  1,351,724  exercisable  options,  having  exercise  prices
          ranging from $0.41 to $3.6875,  with an average remaining  contractual
          life of 6.5 years.

          PREFERRED STOCK

          The Company has authorized and unissued  preferred stock consisting of
          2,000,000 shares at $.0001 par value.

                                      F-16
<PAGE>


(8)  SVP INTERNATIONAL

          The  Company  has an  agreement  with  SVP  International  S.A.  ("SVP
          International"),  a subsidiary of Amalia S.A.  Prior to November 2001,
          SVP International and its affiliates owned 37% of the common shares of
          the Company.  The agreement  provides that SVP International  will aid
          and advise the Company in the operation of an information  service and
          permit access to other global SVP information  centers, and the use of
          the  SVP  trademark  and  logo.   The  agreement   shall  continue  in
          perpetuity,  unless amended by the parties. The Company pays royalties
          to SVP International  computed using a formula based on percentages of
          service  and  product  revenues,  subject to certain  limitations,  as
          defined.

          Royalty  expense  under the  agreement was $133,000 for the year ended
          December 31, 2002 and $118,000 in each of the years ended December 31,
          2001 and 2000.

          The Company receives and renders information services to other members
          of the SVP  network.  Charges  for  such  services  are  made at rates
          similar to those used for the Company's other clients.

(9)  INCOME TAXES

          The provision (benefit) for income taxes consists of the following:

--------------------------------------------------------------------------------

                                           2002           2001           2000
Current:
     Federal                            $      --      $      --      $      --

     State and local                           --             --             --
                                        ---------------------------------------
                                               --             --             --
Deferred:
     Federal                             (455,000)      (348,000)      (267,000)
     State and local                     (127,000)       (52,000)       (65,000)
                                        ---------------------------------------
                                         (582,000)      (400,000)      (332,000)
                                        ---------------------------------------
Change in valuation allowance             243,000             --             --
                                        ---------------------------------------
                                         (339,000)      (400,000)      (332,000)
                                        ---------------------------------------
                                        $(339,000)     $(400,000)     $(332,000)
                                        =======================================

--------------------------------------------------------------------------------

          In 2002, a valuation  allowance  was  provided  for certain  state and
          local   carryforward  tax  operating  loss  assets,   as  the  Company
          determined that it was no longer more likely than not that such assets
          would be realized  during the  carryforward  period.  It is reasonably
          possible that future valuation  allowances will need to be recorded if
          the Company is unable to generate  sufficient future taxable income to
          realize  such  deferred  tax assets  during the  carryforward  period.
          Income tax  (benefit)  expense  differs  from the amount  computed  by
          multiplying  the  statutory  rate of 34% to income before income taxes
          due to the following:

                                      F-17
<PAGE>


--------------------------------------------------------------------------------

                                               2002         2001         2000
Income tax (benefit) expense at
  statutory rate                            $(494,000)   $(457,000)   $(295,000)
Increase (reduction) in income
  taxes  resulting from:
    Change in valuation allowance             243,000           --           --
    State and local (benefit) taxes,
      net of federal income tax benefit      (127,000)     (52,000)     (66,000)
    Taxable (nontaxable) income
      resulting from decrease (increase)
      in cash surrender value of life
      insurance
                                                   --           --      (24,000)
    Nondeductible expenses                     22,000       66,000       25,000
    Other                                      17,000       43,000       28,000
                                            -----------------------------------
                                            $(339,000)   $(400,000)   $(332,000)
                                            ===================================

--------------------------------------------------------------------------------

          The tax effects of temporary differences that give rise to significant
          portions of the deferred tax assets,  net of deferred tax  liabilities
          at December 31, 2002 and 2001 are presented below:

--------------------------------------------------------------------------------

                                                        2002            2001
Deferred tax assets:
   Federal tax loss carryforwards                   $    653,000    $    445,000
   State and local tax loss carryforwards                402,000         348,000
   Deferred compensation                                 184,000         159,000
   Royalty expenses                                      179,000         141,000
   Depreciation and amortization                         139,000         136,000
   Stock compensation expense                            104,000              --
   Write-down of non-marketable equity securities        132,000              --
   Other, net                                             46,000          28,000
                                                    ----------------------------
   Deferred tax asset                                  1,839,000       1,257,000
   Valuation allowance                                  (243,000)             --
                                                    ----------------------------
   Net deferred tax asset                           $  1,596,000    $  1,257,000
                                                    ============================

--------------------------------------------------------------------------------

          Of the net  deferred  tax asset,  $272,000 and $194,000 as of December
          31, 2002 and 2001, respectively, are classified as current.

          Federal tax loss carryforward  assets expire from 2020 to 2022. Of the
          state and local tax loss carryforward assets,  approximately  $236,000
          expire in 2012, with the remainder expiring from 2020 to 2022.

                                      F-18
<PAGE>


(10) EMPLOYEE BENEFITS AND DEFERRED COMPENSATION

          EMPLOYEE BENEFIT PLANS

          The  Company  sponsors a 401(k) and profit  sharing  plan under  which
          eligible  participants may elect to defer eligible  compensation up to
          governmental   limitations.   The  Company   contributes  20%  of  the
          employees' contributions up to 1% of their annual compensation and may
          contribute  additional profit sharing amounts at the discretion of the
          Company.  Expense  relating to the 401(k) and profit  sharing plan was
          $79,000,  $88,000 and $86,000 for the years ended  December  31, 2002,
          2001 and 2000, respectively.

          DEFERRED COMPENSATION

          The Company has deferred compensation agreements with two individuals,
          with  benefits  commencing  upon  retirement,   death  or  disability.
          Deferred compensation is a discounted obligation. In 2002, the expense
          was  determined  using a discount  rate of 6.5%.  In 2001 and 2000,  a
          discount rate of 8.5% was used.  Deferred  compensation  expense under
          these agreements was approximately $61,000 in 2002 and $56,000 in both
          2001 and 2000.

          EMPLOYMENT AGREEMENTS

          The Company  has an  employment  agreement  with  Andrew  Garvin,  the
          President  of  the  Company,  which  expires  in  December  2005.  The
          employment  agreement contains certain severance  provisions entitling
          the President to receive compensation for various lengths of time upon
          termination  without  cause,  or  voluntary  termination  upon certain
          conditions,  which includes the  acquisition by a party of 30% or more
          of the  outstanding  shares of common stock of the Company or a change
          in  the  majority  of  incumbent  Board  members,  and  certain  other
          occurrences.

          The Company has an employment  agreement with David Walke,  the CEO of
          the Company,  which expires in November 2004. The employment agreement
          provides  for the  issuance  of  options  to  purchase  shares  of the
          Company's common stock. The options are to vest ratably over the first
          three years of the term of the employment agreement,  and such vesting
          shall  accelerate and vest immediately  upon certain  conditions.  The
          employment   agreement  also  contains  certain  severance  provisions
          entitling  the CEO to receive  compensation  and certain  benefits for
          various lengths of time upon  termination  without cause, or voluntary
          termination upon certain conditions, which includes the acquisition by
          a party of 30% or more of the  outstanding  shares of common  stock of
          the Company or a change in the  majority of incumbent  Board  members,
          and certain other occurrences.

          The Company has an employment  agreement with Peter Stone,  the CFO of
          the  Company,  which  expires in May 2005.  The  employment  agreement
          provides  for the  issuance  of  options  to  purchase  shares  of the
          Company's common stock. The options are to vest ratably over the first
          three years of the term of the employment agreement,  and such vesting
          shall  accelerate and vest immediately  upon certain  conditions.  The
          employment   agreement  also  contains  certain  severance  provisions
          entitling  the CFO to receive  compensation  and certain  benefits for
          various

                                      F-19
<PAGE>


          lengths  of  time  upon   termination   without  cause,  or  voluntary
          termination upon certain conditions, which includes the acquisition by
          a party of 30% or more of the  outstanding  shares of common  stock of
          the Company and certain other occurrences.

          The Company has an  employment  agreement  with Martin  Franklin,  the
          Chairman of the Board of Directors of the  Company,  which  expires in
          November 2004. The employment  agreement  provides for the issuance of
          options to purchase shares of the Company's  common stock. The options
          are to vest ratably  over the term of the  employment  agreement,  and
          such  vesting  shall  accelerate  and vest  immediately  upon  certain
          conditions,  which includes the  acquisition by a party of 30% or more
          of the  outstanding  shares of common stock of the Company or a change
          in the majority of incumbent Board members, or upon his termination of
          employment without cause or upon his death or disability.

          Severance  arrangements  for one  member of the  Operating  Management
          Group ("OMG") was  authorized by the Board of Directors on January 25,
          1999.  In the event of  certain  changes  of  control,  the  severance
          agreement  with  this  member  of the  OMG  would  be  triggered.  The
          agreement provides for (a) a normal severance benefit for one (1) year
          in the event the employee's services are terminated without cause, and
          (b) a  severance  benefit of one (1) year in the event the  separation
          from service is due to (i) a change in control,  and (ii) the employee
          suffers, within one (1) year thereafter,  either (A) a discontinuation
          of  duties,  or (B) an office  change  of at least 50 miles,  or (C) a
          reduction in  compensation,  or (D) a termination of employment  other
          than for cause.  Following the change in control in November 2001, the
          Company  estimated at December 31, 2001 that $134,000 would be payable
          under  these  provisions.  In  March  2002,  the  Company  accrued  an
          additional  liability  of $188,000  related to  contractual  severance
          payments due to the former Chief Financial Officer, a former member of
          the OMG.  Severance benefits relating to the resignation of our former
          Chief  Financial  Officer were  reduced by $93,000  during the quarter
          ended  September  30,  2002,  as the  result of a revised  and  signed
          agreement between the Company and the former Chief Financial  Officer.
          At December 31, 2002,  $60,000  remains  payable to a former member of
          the OMG.

(11) SUPPLEMENTAL CASH FLOW INFORMATION

          Cash paid for  interest  and  income  taxes  during  the  years  ended
          December 31, 2002, 2001 and 2000 was as follows:

--------------------------------------------------------------------------------

                                           2002           2001           2000
Interest                                $  217,000     $  236,000     $  235,000
                                        ========================================
Income taxes                            $    6,000     $   12,000     $   10,000
                                        ========================================

--------------------------------------------------------------------------------

          The Company had the following non-cash financing activities:

          During 2002,  the Company  recorded  the  cashless  exercise of 79,000
          options at prices ranging from $0.50 to $1.062, in exchange for 34,691
          shares of common stock at prices ranging from

                                      F-20
<PAGE>


          $1.40 to  $1.71.  Such  shares  were held for a period of at least six
          months before the respective exchange. The value of these transactions
          was $59,000.

          During the first quarter of 2000,  the Company  issued  266,945 common
          shares upon the exercise of warrants in exchange for the retirement of
          $600,626 of the  Company's  Senior  Subordinated  Note due October 31,
          2001.

          In August 2000,  the Company  issued 150,000 shares of common stock in
          exchange for the  cancellation of 633,055  warrants to purchase common
          stock.

          During 2000,  the Company  recorded  the  cashless  exercise of 47,860
          options at prices ranging from $0.75 to $2.25,  in exchange for 28,831
          shares of common  stock at prices  ranging  from  $3.3125 to $4.01325.
          Such shares  were held for a period of at least six months  before the
          respective exchange. The value of these transactions was $97,000.

(12) ACCRUED EXPENSES

          Accrued  expenses  at  December  31,  2002 and 2001  consisted  of the
          following:

--------------------------------------------------------------------------------

                                                         2002           2001
Accrued bonuses and employee benefits                $    538,000   $    554,000
Accrued expenses incurred on behalf of clients             27,000         27,000
Accrued SVP royalty                                       954,000        854,000
Other accrued expenses                                    230,000        346,000
                                                     ---------------------------
                                                     $  1,749,000   $  1,781,000
                                                     ===========================

--------------------------------------------------------------------------------

          In 2002 and  2001,  the  Company  recorded  an  accrual  $257,000  and
          $228,000,  respectively,  for  restructuring  under a  severance  plan
          approved by the Board of Directors and communicated to employees.  The
          $228,000  amount  included the  $134,000 of  severance  related to OMG
          employment  agreements discussed in Note 10. In 2002, the Company paid
          $273,000 related to both the  restructuring  plans. As of December 31,
          2002,  a balance of  $212,000  remains  accrued,  which  includes  the
          $60,000  related  to a former  OMG  member  as  discussed  in Note 10.
          Payments  related to the remaining  severance  accrual at December 31,
          2002 will be completed by the end of October 2003.

(13) NON-MARKETABLE EQUITY SECURITIES

          In 1999,  the Company  entered into an  agreement  with  idealab!  and
          Find.com, Inc. whereby the Company assigned the domain name "find.com"
          and licensed the use of certain  rights to the  trademarks  "find.com"
          and "find" to  Find.com,  Inc.  idealab!  and  Find.com,  Inc. are not
          otherwise  related to the Company.  Under terms of the agreement,  the
          Company received cash and non-marketable preferred shares in idealab!,
          and was entitled to certain  future  royalties.  The preferred  shares
          received were valued by the Company at $500,000,  and carried  various
          rights  including  the ability to convert  them into common  shares of
          Find.com,  Inc., and a put

                                      F-21
<PAGE>


          option  to  resell  the  shares  to  idealab!  The put  option  became
          exercisable  in  December  2002.  Under the  terms of the put  option,
          idealab!  could either  repurchase the preferred shares for $1,500,000
          in cash,  or elect to return the find.com  domain name to the Company.
          In the latter case, the Company would retain the preferred shares.

          In January  2003,  the Company  exercised  its put option and idealab!
          declined to repurchase  the preferred  shares.  This  information  was
          considered by the Company in its recurring  evaluation of the carrying
          value of the  preferred  shares  at the  lower of  historical  cost or
          estimated net realizable value.  Using this information  together with
          other  publicly  available  information  about  idealab!,  the Company
          concluded the net realizable  value of its idealab!  preferred  shares
          had  declined to an estimated  $185,000 at December  31,  2002,  which
          resulted  in a charge to  operations  of  $315,000  during the quarter
          ended December 31, 2002. Since the idealab!  preferred shares continue
          to  be an  investment  in a  start-up  enterprise,  it  is  reasonably
          possible  in the near  term  that the  Company's  estimate  of the net
          realizable value of the preferred shares will be further reduced.

(14) SEGMENT REPORTING

          The Company manages its consulting and business  advisory  services in
          two business segments: Quick Consulting and Strategic Consulting.  The
          Company operates primarily in the United States. The Company considers
          its quick consulting and strategic  consulting services to be its core
          competency.  Corporate and other relates to assets and activities that
          are not allocated to a segment.

--------------------------------------------------------------------------------
in thousands)                                      Years Ended December 31,
                                                   2002       2001       2000
Revenues
  QCS, including LAD                             $ 18,624   $ 19,414   $ 19,930
  SCRG                                              2,204      2,801      3,870
                                                 ------------------------------
    Total revenues                               $ 20,828   $ 22,215   $ 23,800
                                                 ==============================

Operating (loss) income
  QCS, including LAD                             $  4,127   $  4,429   $  4,545
  SCRG                                                (99)      (314)       (58)
                                                 ------------------------------
    Segment operating (loss) income                 4,028      4,115      4,487
  Corporate and other (1)                          (5,035)    (5,263)    (5,240)
                                                 ------------------------------
      Operating loss                             $ (1,007)  $ (1,148)  $   (753)
                                                 ==============================

Depreciation and amortization
  QCS, including LAD                             $    460   $    539   $    583
  SCRG                                                 59         66         68
                                                 ------------------------------
    Total segment depreciation and amortization       519        605        651
  Corporate and other                                 420        482        459
                                                 ------------------------------
    Total depreciation and amortization          $    939   $  1,087   $  1,110
                                                 ==============================

                                      F-22
<PAGE>


Total Assets
  QCS, including LAD                             $  3,161   $  2,871
  SCRG                                                467        315
                                                 -------------------
    Total segment assets                            3,628      3,186
  Corporate and other                               5,910      7,506
                                                 -------------------
    Total assets                                 $  9,538   $ 10,692
                                                 ===================

Capital Expenditures
  QCS, including LAD                             $    134   $    119   $    160
  SCRG                                                  3          5         30
                                                 ------------------------------
    Total segment capital expenditures                137        124        190
Corporate and other                                   320        180        380
                                                 ------------------------------
      Total capital expenditures                 $    457   $    304   $    570
                                                 ==============================

(1)  Includes  certain  direct costs and selling,  general,  and  administrative
     expenses not attributable to a single segment.

--------------------------------------------------------------------------------

(15) FOURTH QUARTER EVENTS (UNAUDITED)

          As  discussed in Note 13, in the fourth  quarter of 2002,  the Company
          recorded a charge to operations of $315,000 to write-down the carrying
          value of its preferred shares of idealab!  As discussed in Note 12, in
          the fourth  quarter  of 2002 and 2001,  charges  related to  severance
          costs of $147,000 and $228,000,  respectively,  were  recorded.  Also,
          approximately  $80,000 was  recorded  related to bonus and  commission
          arrangements in the quarter ended December 31, 2002.

(16) COMMITMENTS AND CONTINGENCIES

          In March  2003,  the  Company  became  aware  of a lease  modification
          agreement  from 1992  related to its primary  offices at 625 Avenue of
          the Americas that differs from a second lease  modification  agreement
          signed  by the same  parties  also in  1992.  The  lease  modification
          agreement  that  the  Company  believes  to  be  in  effect  has  been
          consistently  disclosed and used to account for this  operating  lease
          since 1992.  These two  agreements  are dated  within two days of each
          other. The significant  difference  between the terms of the documents
          are that the newly discovered document indicates a lease expiration in
          June  2004,  one year  prior to the June 2005  expiration  date in the
          agreement that the Company  believes to be in effect.  The Company has
          requested  its  landlord to  investigate  their files,  however,  this
          investigation  remains  incomplete and accordingly no determination as
          to which  agreement is definitive has been made. The Company  believes
          that the agreement it has  consistently  relied upon and which expires
          in June 2005 is the  governing  agreement.  Based  upon  review of the
          documents  that have been  located,  outside  counsel  has advised the
          Company that a reasonable basis exists for the Company's position.

          If the newly  discovered  document is determined to be the  definitive
          agreement,  as of December 31, 2002 the Company  would be obligated to
          write-off  approximately  $310,000 of the rental asset recorded on its
          balance   sheet,   which  would  cause  an   after-tax   reduction  to
          shareholders equity of approximately $210,000.

                                      F-23
<PAGE>


(17) SUBSEQUENT EVENT

          On  April  1,  2003,  the  Company  purchased  all of the  issued  and
          outstanding   stock  of  Guideline   Research   Corp.   ("Guideline").
          Guideline,    together    with   its   wholly    owned    subsidiaries
          Guideline/Chicago,   Inc.,   Advanced   Analytics,   Inc.,   Guideline
          Consulting  Corp.,  and Tabline Data  Services,  Inc. is a provider of
          custom market research. Simultaneously with the acquisition, Guideline
          entered into  employment  agreements  with,  among others,  the former
          shareholders of Guideline, Robert La Terra and Jay L. Friedland. Also,
          150,000 stock  options were granted to one of the former  shareholders
          after  the  close  of this  transaction  pursuant  to the  terms of an
          employment agreement entered into with Guideline at the closing.

          The purchase  price  consisted  of  approximately  $4,454,000  in cash
          (including  $525,000  of  estimated  transaction  costs),  and 571,237
          unregistered  shares of the Company's  common stock,  of which 295,043
          shares  were  placed in escrow.  The shares  placed in escrow  will be
          distributed  to the  Sellers  on or about  May 31,  2004,  subject  to
          reduction for the resolution of purchase price adjustments, if any.

          The  Guideline  purchase  price was  financed  by the  Company's  cash
          resources,  the assumption of certain liabilities of Guideline, and by
          the receipt of $3,400,000  (net of financing  costs) obtained from the
          issuance of: (i) a promissory note with a $3,000,000 face value,  with
          stated  interest  at 13.5%,  due April 1, 2008 (the  "Note")  to Petra
          Mezzanine Fund, L.P. ("Petra"),  which is secured by a second lien and
          security interest on substantially  all of the Company's assets;  (ii)
          333,333 shares of convertible, redeemable, cumulative preferred stock,
          designated as Series A Preferred Stock, to Petra, which are redeemable
          at Petra's  option  beginning  April 1, 2009 at an initial  redemption
          price of $1.50 per share,  or  $500,000,  plus all  accrued but unpaid
          dividends;  and (iii) warrants to Petra to purchase  675,000 shares of
          the Company's common stock at an exercise price of $.01 per share. The
          preferred   shares   are   entitled   to   receive   either   cash  or
          "payment-in-kind" dividends at a rate of 8.0% annually, and the future
          redemption  price is  subject to  adjustment  for  anti-dilution.  The
          warrants are  exercisable at any time,  and,  beginning April 1, 2009,
          and for a period of four years thereafter,  Petra shall have the right
          to  cause  the  Company  to use  commercially  reasonable  efforts  to
          complete a private  placement to sell Petra's  shares of the Company's
          common  stock  issuable  upon  exercise of the Warrant  (the  "Warrant
          Shares")  to one or more third  parties at a price equal to the market
          value of the  Warrant  Shares  based on the  closing  bid price of the
          Company's  common  shares as of the date Petra so notifies the Company
          (the "Put  Exercise  Date").  In the event a change in  control  takes
          place during the period in which the put may be exercised, Petra would
          have  the  right  to cause  the  Company  to  fulfill  its  repurchase
          obligations in the same form of  consideration as that received by the
          other selling shareholders.

          On April 1, 2003, the Company also amended and restated:  (i) its term
          Note with JP Morgan Chase Bank, in the principal  amount of $1,500,000
          and (ii) its line of credit with JP Morgan Chase Bank in the principal
          amount of  $1,000,000.  These amended and restated  agreements had the
          effect of reducing the term Note principal  amount from  $2,000,000 to
          $1,500,000,  reflecting  the current  outstanding  balance.  The final
          repayment  date of the term Note has been moved up from  December  31,
          2006 to  December  31,  2005.  As a result,  the  Company  will have a
          $500,000  balloon  payment due at December  31, 2005 instead of making
          payments of

                                      F-24
<PAGE>


          $100,000  each  quarter in 2006.  In  addition,  JP Morgan  Chase Bank
          consented to the  Company's  acquisition  of Guideline and the related
          financing  transactions  with  Petra,  and amended  various  financial
          covenants of both the term Note and line of credit as follows:

               1)   The  previous  Debt  to  Consolidated   Tangible  Net  Worth
                    Covenant  of  2.00  was  replaced  with  a  Senior  Debt  to
                    Consolidated  Tangible  Net  Worth  plus  Subordinated  Debt
                    covenant of 0.75; and

               2)   The previous  Consolidated  Tangible  Net Worth  covenant of
                    $3,500,000  was replaced  with a  Consolidated  Tangible Net
                    Worth plus Subordinated Debt covenant of $3,300,000.

(18) BALANCE SHEET RECLASSIFICATION

          Subsequent to the issuance of its  consolidated  financial  statements
          for the  year  ended  December  31,  2002,  the  Company's  management
          determined that unearned retainer income should be reclassified on the
          balance sheet as a current  liability.  As a result,  the accompanying
          balance sheets as of December 31, 2002 and 2001,  have been revised to
          reflect  this  reclassification.  On  August  18,  2003,  the  Company
          received the confirmation of JPMorgan Chase Bank that an amendment was
          approved to the definition of  consolidated  current  liabilities  for
          purposes  of  calculating  the  ratio of  current  assets  to  current
          liabilities  under the Term Note, to exclude unearned  retainer income
          from the  calculation  of this ratio.  The effect on the  December 31,
          2002 and 2001 balance sheets was as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31, 2002           DECEMBER 31, 2001

                                              As                          As
                                          previously                  previously
                                           reported     As revised     reported     As revised
                                          ----------    ----------    ----------    ----------
<S>                                       <C>           <C>           <C>           <C>
Unearned retainer income (current)        $       --    $1,476,000    $       --    $1,753,000

Current Liabilities                       $2,708,000    $4,184,000    $3,174,000    $4,927,000

Unearned retainer income (non-current)
                                          $1,476,000    $       --    $1,753,000    $       --
</TABLE>

                                      F-25
<PAGE>


              INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULE



To the Board of Directors and Shareholders of Find/SVP, Inc.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The supplemental  schedule listed in the
table of  contents  on page  F-1 is  presented  for the  purpose  of  additional
analysis  and is not a required  part of the basic  financial  statements.  This
schedule is the  responsibility of the Company's  management.  Such schedule has
been  subjected  to the auditing  procedures  applied in our audits of the basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects when considered in relation to the basic financial  statements taken as
a whole.


Deloitte & Touche LLP

Stamford, Connecticut
April 4, 2003



                                      F-26
<PAGE>


                                                                     Schedule II
                                                                     -----------

                         FIND/SVP, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                  Years ended December 31, 2002, 2001 and 2000
                            (in thousands of dollars)



                                      Balance at   Additions             Balance
                                      beginning   charged to    Deduc-    at end
           CLASSIFICATION              of year     earnings    tions(1)  of year
                                      ----------  ----------   -------   -------

Year ended December 31, 2002:
    Allowance for doubtful accounts     $ 126        $ 128      $ 104      $ 150
                                        =====        =====      =====      =====

Year ended December 31, 2001:
    Allowance for doubtful accounts     $ 101        $ 454      $ 429      $ 126
                                        =====        =====      =====      =====

Year ended December 31, 2000:
    Allowance for doubtful accounts     $ 101        $ 217      $ 217      $ 101
                                        =====        =====      =====      =====

Note:    (1)  Amounts written off, net of recoveries.


                                      F-27