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

                                    FORM 10-K

            (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 APRIL 7, 2003,  THE  AGGREGATE  MARKET VALUE OF THE VOTING COMMON STOCK
HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $8,232,160 BASED ON THE AVERAGE BID
AND ASK PRICE PER SHARE OF THE COMMON STOCK ON THE OTC  BULLETIN  BOARD ON APRIL
7, 2003, WHICH WAS $1.43 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 10,790,644  SHARES  OUTSTANDING OF THE REGISTRANT'S  COMMON STOCK,
PAR VALUE $.0001 PER SHARE, AS OF APRIL 7, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the  Registrant's  Proxy Statement for the 2002 Annual Meeting of
Stockholders,  which  is  to  be  filed  subsequent  to  the  date  hereof,  are
incorporated by reference into Part III.

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

PART I                                                                      PAGE

Item 1.       Business                                                         3
Item 2.       Properties                                                      10
Item 3.       Legal Proceedings                                               10
Item 4.       Submission of Matters to a Vote of Security Holders             10


PART II

Item 5.       Market for Registrant's Common Equity and
                 Related Stockholder Matters                                  11
Item 6.       Selected Financial Data                                         12
Item 7.       Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                    13
Item 7A.      Quantitative and Qualitative Disclosures About Market Risk      27
Item 8.       Financial Statements and Supplementary Data                     28
Item 9.       Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure
                                                                              28


PART III

Item 10.      Directors and Executive Officers of the Registrant              29
Item 11.      Executive Compensation                                          29
Item 12.      Security Ownership of Certain Beneficial Owners
                 and Management                                               29
Item 13.      Certain Relationships and Related Transactions                  29
Item 14.      Disclosure Controls and Procedures                              29


PART IV

Item 15.      Exhibits, Financial Statement Schedules,
                 and Reports on Form 8-K                                      30


Signatures                                                                    33
Certifications                                                                34




Index to Exhibits                                                             36

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PART I

ITEM 1. BUSINESS

        FIND/SVP,   Inc.  and  its  wholly  owned  subsidiaries   (collectively,
"FIND/SVP"  or the  "Company"  which may be also  referred  to in this report as
"we", "us" or "our") was incorporated in the state of New York in 1969. In 1971,
the Company became affiliated with SVP International S.A. ("SVP  International")
through a licensing  agreement  which gave the Company the right to the SVP name
and provided  access to the  resources  of what is  currently 8  additional  SVP
affiliated  companies  located  around the world.  We are a  knowledge  services
company that leverages the expertise and resources of its professional  research
teams on behalf of  executives  and other  decision-making  employees  of client
companies, primarily in the United States. The Company currently operates in two
business  segments,  our 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 a Live AnswerDesk ("LAD") service; and our
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's strategy is to
build a base of  regular  clients  who will  utilize  the  Company's  people and
resources for their  research,  business  intelligence  and  information  needs.
Substantially  all of the  Company's  personnel  and  operations  are located in
Manhattan.

        Through  QCS,  FIND/SVP  provides  retainer  clients  with access to the
subject and technical expertise of its staff as well as the resources of a large
information  center.  Within  each  retainer  client's  organization,   specific
individuals  receive  a QCS  membership  card  (the  "Membership  Card"),  which
entitles  them to make requests via the telephone and the Internet for immediate
consultation  and research  assistance.  In response,  the staff of QCS provides
customized answers in rapid turnaround time,  generally within two business days
or less of the request.  The QCS service is  positioned  to be an  indispensable
daily  partner  for  decision-makers  by  providing,  on  a  retainer  basis,  a
cost-effective  "quick  consulting"  service  primarily  delivered by electronic
mail.  The  service is  designed  to be a valuable  resource to small and medium
sized  corporations that do not maintain in-house  information  centers and as a
supplement to in-house resource centers of large  corporations.  At December 31,
2002, we had 1,563 QCS retainer clients and 10,162 Membership  Cardholders.  The
Company intends to seek to expand its base of QCS retainer clients, and to offer
these clients an expanded array of business intelligence,  research and advisory
services.  The Company's Live AnswerDesk offers immediate,  on-demand,  question
answering and personal search assistance from live experts.  It is designed as a
way to enhance the loyalty of the members of various consumer groups.

        The  market  research  services  of SCRG are  designed  to  handle  more
extensive,   in-depth  custom  market  research  and  competitive   intelligence
requests,  as well as customer  satisfaction and loyalty  programs.  The QCS and
SCRG  businesses  represent the core  competencies  of the Company,  which is to
provide the  expertise  of its staff in an  on-demand,  consulting  and business
advisory relationship with small, medium and large sized corporations.

        FIND/SVP's  research  resources  include access to  approximately  4,000
computer databases and subscription-paid  web sites,  approximately 8,000 of its
own files  organized  by subject  and by  company,  current  and back  issues of
approximately  1,500 periodicals and journals and approximately  5,000 books and
reference works. Through our licensing agreement with SVP International,  we are
associated with its network of companies and correspondents

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providing similar services.  This enables FIND/SVP to obtain information for our
clients through the use of approximately 1,000 additional consultants in the SVP
worldwide network.

RECENT DEVELOPMENTS

        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 $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:

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        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.

SERVICES AND PRODUCTS

        The Company's  services and products  offer  business  executives  fully
integrated research, business intelligence and management advisory services in a
broad range of industries and disciplines. The Company provides services to help
clients acquire, interpret and use information.

        At December 31,  2002,  Find/SVP's  staff  included 80  consultants  and
researchers in its QCS and SCRG divisions.  The materials used in the generation
of the Company's services and products are updated and checked by staff members.
The Company has its own training program in which its employees participate.

SERVICES

QUICK CONSULTING AND RESEARCH SERVICE

        QCS provides  clients with access to the staff and  resources of a large
information  center,  which seeks to handle research  inquiries and requests for
business assistance in rapid turnaround time. Through QCS, the Company is in the
business  of  providing,  on a volume  basis,  customized  answers  to  business
questions on a wide variety of topics. The service is offered only on a retainer
basis. Retainer client organizations pay in advance, either monthly,  quarterly,
semi-annually or annually,  a retainer fee. In return, the client  organizations
receive  Membership  Cards for their  designated  executives or  employees.  The
Membership Card entitles each cardholder to use QCS and also offers preferential
use of,  and/or  discounts on, the Company's  other  services and products.  The
Company  has  several  fixed and  adjustable  fee  retainer  programs in effect.
Out-of-pocket  expenses incurred to answer questions are invoiced in addition to
retainer fees.

        When our retainer  clients call FIND/SVP with their business  issues and
research needs,  they provide their card number and explain their request to our
staff consultants who are organized into the following six practice groups:

        PRACTICE GROUPS:

        THE CONSUMER  PRODUCTS AND SERVICES GROUP is responsible for research on
        retailing and apparel, home furnishings,  cosmetics and toiletries, food
        and beverages, media and entertainment,  publishing, sports and leisure,
        education, philanthropy, restaurants, food services, household products,
        appliances and furniture.

        THE TECHNOLOGY,  INFORMATION AND COMMUNICATIONS GROUP is responsible for
        computers, software, electronic media and office equipment, and provides
        expert help with Internet research, hands-on training, on-site seminars,
        competitive   intelligence,   Web  marketing/trends  and  Internet  user
        demographics.

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        THE HEALTHCARE AND PHARMACEUTICALS GROUP is responsible for products and
        services  manufactured  by and  marketed  to  businesses  in  healthcare
        fields,  including  pharmaceuticals,  medical and diagnostic  equipment,
        biotechnology, health resources and clinical information.

        THE FINANCIAL AND BUSINESS SERVICES GROUP is responsible for requests on
        banking, insurance, mergers and acquisitions, real estate and mortgages,
        the securities  and investment  industries,  customer  satisfaction  and
        corporate  management  theory,  and provides  credit reports on specific
        companies and  Securities  and Exchange  Commission  documents on public
        companies.

        THE  INDUSTRIAL   PRODUCTS  AND  SERVICES   GROUP  is  responsible   for
        manufacturing,  energy, chemicals,  plastics, pulp and paper, metals and
        mining, transportation, environment, construction and agriculture.

        THE MANAGEMENT  ADVISORY GROUP is responsible for legal research,  human
        resource  issues,  accounting  and tax issues,  international  trade and
        finance, and the advertising and marketing industries.

        Each of our groups are supported by THE DOCUMENTS TEAM which locates and
        obtains  copies  of  articles,  documents,  patents,  books,  pamphlets,
        catalogs, conference proceedings, government reports and product samples
        to supplement the information provided to our clients.

        Membership  Cardholders  discuss their research needs with the Company's
staff  consultants who provide  assistance in formulating a focused  information
request.  After the request has been clarified,  FIND/SVP's specialists find the
needed  information  using a combination of the Company's  available  resources.
After  reviewing the findings,  the staff  consultants  select what appears most
relevant to the client's  need,  and report the findings,  with  commentary,  as
needed.  Documentation  of the findings are primarily sent by electronic mail or
any  one  of  a  combination  of  the  following  methods:  facsimile,  courier,
messenger,  mail or electronic  mail. QCS allows clients to benefit from a fast,
convenient and confidential  method to gather knowledge and use the multitude of
research resources  available today.  Cardholders may ask questions on virtually
any business subject.

        Information  requests that require business  intelligence  from overseas
are  answered  by one or  more of the  information  centers  in 9 SVP  companies
worldwide or by using special SVP  correspondents in selected countries where no
official SVP company exists.

        QCS  is  designed  to  handle  client  questions   requiring  less  than
approximately three hours of actual staff time. These are automatically  covered
by the retainer fee.  Requests  requiring a more  extensive  search or a lengthy
written  report are not covered by the QCS retainer  program and are referred to
the Company's Strategic Consulting and Research Group to be handled separately.

        QCS  activity  is tracked and  controlled  by a  proprietary  management
information    system   called   QUESTRAC,    which   uses   recently   upgraded
state-of-the-art  software  technology.  The  program  is based on the  know-how
provided  by SVP  France,  the  founders  of the SVP  concept of quick  business
advisory  services by  telephone.  Input into the  QUESTRAC  system  provides an
exclusive and confidential  database of information  about each client,  and the
information requested and handled for clients.

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        At  December  31,  2002,  there were  1,563  retainer  clients,  an 8.6%
decrease from December 31, 2001, and 10,162  holders of the  Membership  Card, a
4.0%  decrease  from  December  31, 2001.  During  2002,  monthly fees billed to
retainer   clients  (the  retainer  base)   increased  by  1.2%  to  $1,488,338.
Approximately  40% of the top Fortune 100 industrial  companies are QCS retainer
clients. Revenues generated by QCS represented 88%, 85% and 82% of the Company's
total  revenues  for  the  years  ended  December  31,  2002,   2001  and  2000,
respectively.  Please see  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations" of Part II of this Report.

STRATEGIC CONSULTING AND RESEARCH GROUP

        SCRG is designed to handle more  in-depth  custom  market  research  and
competitive  intelligence  assignments.  The  service  is most often used by the
Company's QCS retainer  clients as a supplement to that service.  Common project
requests include  customized  market and industry  studies,  telephone  surveys,
competitive  intelligence  data-gathering and analysis assignments,  acquisition
studies and large information  collection  projects.  Additionally,  through the
Customer   Satisfaction   Survey  &  Research  Group,   SCRG  provides  customer
satisfaction and loyalty  programs,  through focus groups and customer  surveys.
Through  SCRG,  the  Company  provides  research as well as  interpretation  and
analysis.  All  projects are quoted in advance and billed  separately.  Revenues
generated by SCRG  represented  11%, 13% and 16% of the Company's total revenues
for each of the  years  ended  December  31,  2002,  2001 and 2000.  Please  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" of Part II of this Report.

GROWTH STRATEGY

        The Company intends to expand its services  through  continued  internal
development  during  2003.  This  includes  various  initiatives  aimed  at both
business-to-business  and  consumer  users of the  Internet.  Additionally,  the
Company  will  consider  exploring  possible  strategic  alliances  with  and/or
acquisitions  of consulting,  research or  information  properties and companies
whose primary markets are  complimentary to FIND/SVP's market and which would be
accretive to our earnings.  However,  there are no commitments or understandings
in this regard and no assurance can be given that the Company will in fact enter
into such  relationships,  conclude any  acquisitions or internally  develop any
related  services.  The foregoing plans are subject to, among other things,  the
availability  of funds for these  purposes.  Except for the Petra  Financing  in
connection with the closing of Guideline, we have not made arrangements for, and
such  additional  external  funding may never be,  available to us on acceptable
terms, if at all. See RECENT DEVELOPMENTS above.

SVP NETWORK; LICENSING AGREEMENT WITH SVP INTERNATIONAL

        Through licensing  agreements with SVP International,  9 companies (each
an  "SVP  International  Company,"  and  collectively,  the  "SVP  International
Companies"),  including FIND/SVP,  form an international  network of information
centers.  Since each SVP International  Company is based in a different country,
the network has provided the means by which the Company can obtain international
information requested by its clients which it may not maintain in its library or
have  access to if  generated  by or  located in  another  country.  When an SVP
International   Company   accesses  the   information   center  of  another  SVP
International  Company it is charged a fee for the  services  provided  thereby.
Each SVP  International  Company  is  linked  to the SVP  International  network
primarily by virtue of its licensing  agreement.  In 1971,  the Company  entered
into its licensing  agreement with SVP International,  which was amended in 1981
and again in 2001, and obtained the U.S.  rights,  in  perpetuity,  to the "SVP"
name and

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know-how and access to the SVP  International  network.  Pursuant  thereto,  SVP
International  assisted  in  the  creation,   implementation,   development  and
operation  of the  Company.  Historically,  SVP  International  has  engaged  in
periodic  telephonic  conversations  and meetings  with the  Company.  By virtue
thereof,  the  Company  has  benefited  from  exchanges  of  knowledge  with SVP
International  with  respect  to any  enhancements  made to SVP  International's
information retrieval or billing systems or other proprietary know-how.

        Until November 2001, SVP International  (including its affiliates) owned
approximately  37% of the  outstanding  common shares of the Company,  excluding
outstanding  warrants.  In November 2001, SVP  International  and its affiliates
sold  their  entire  interest  (stock  and  warrants)  in the  Company to Marlin
Equities,  LLC and Walke  Associates,  Inc.,  and  terminated  their  management
involvement.

        Our  license  agreement  provides  that  SVP  International  or any  SVP
International  Company will not compete with the Company in the United States or
enter into any  agreement or  arrangement  with  respect to services  similar to
those  offered by the  Company  with any entity  which  operates  or proposes to
operate such services in the United  States.  The Company,  in return,  pays SVP
International royalties of $18,000 per year, plus 2% of the amount of FIND/SVP's
gross revenues for each such year, excluding  publishing revenues,  derived from
certain of its services in excess of $2,000,000 but less than  $4,000,000 and 1%
of the amount of such non-publishing  gross revenues in excess of $4,000,000 but
less  than  $10,000,000,  and 1.2% of the  gross  profit  from all  publications
included in FIND/SVP's gross revenue less than $10,000,000 for such year.

MARKETS AND CLIENTS

        The market for FIND/SVP's  services and products is comprised  primarily
of business  executives in a variety of functions,  including top management and
marketing,  planning,  marketing research,  sales,  information/library,  legal,
accounting, tax and product development.  FIND/SVP's primary market, in terms of
client  organizations,  consists  of medium  to small  sized  companies.  Larger
corporations are, however,  among the Company's  clients.  In certain cases, the
service is sold to more than one department or division of a large  corporation.
The Company's appeal to medium to small sized corporations is primarily based on
the fact that these  companies  do not  ordinarily  maintain  their own research
staff  and  resource  libraries  and  when  they  do,  they  are  generally  not
comprehensive.  Large  corporations,  on the other hand, often maintain in-house
resource  centers.  The  Company  believes,  however,  that  in-house  corporate
libraries are generally not as comprehensive. Therefore, QCS may be perceived as
a valuable  supplemental  resource to our  client's  in-house  capabilities.  In
addition,  in-house centers are good prospects for the Company's other services.
Approximately  40% of the top Fortune 100 industrial  companies are QCS retainer
clients.  Overall,  the  factors  that will  affect the growth of the  Company's
potential  market and its  ability to  penetrate  it include:  (1) the  market's
perception of the need for and value of consulting,  business  intelligence  and
research services; (2) the trends in the use of internal information centers and
databases;  and (3) the Company's ability to extend its personal selling efforts
throughout the country.

SALES AND MARKETING

        The  Company's  primary  marketing  focus is to expand its QCS  retainer
client base.  In addition to  generating  revenues  from the QCS  services,  the
retainer  client  base  serves as a  ready-made  marketplace  for SCRG and other
potential  services of the Company.  QCS is marketed  through a  combination  of
advertising, direct mail, exhibits, sales promotion activities and the Company's
web site. Qualified leads are followed up by FIND/SVP's sales force. These leads

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are  supplemented by referrals and cold-call  selling  efforts.  The cost of the
Company's  advertising and public relations efforts is modest.  The Company also
produces  The  Information  Advisor  newsletter.  This  newsletter  is published
monthly, and provides a comprehensive  evaluation of research tools, new sources
valuable to researchers and analysis of the most popular information sources.

COMPETITION

        The Company faces  competition  from three distinct  sources:  (1) other
research and information services,  (2) in-house corporate research centers, and
(3) institutions that sell information directly to end-users.

        The  Company  is aware of  several  other  smaller  fee-based  on-demand
business information services in the United States. The Company believes that of
these  companies  it is the  largest  in  terms  of  revenues,  staff  size  and
resources.  Although  the Company is not aware of direct  competitive  companies
with larger staffs and revenues,  there is no assurance that as the  information
industry  expands,  more  competitive  companies  will not enter the market.  In
addition,  there is no assurance  that a competitive  company will not develop a
superior product or service.  The Company believes,  however,  that by reason of
its  experience  in the industry,  its  association  with the SVP  International
Companies and its intent to closely monitor the consulting industry,  it will be
able to compete effectively with any potential competitors.

        In-house   corporate   information   and  research   centers  present  a
significant source of competition for the Company today. Large corporations,  in
an effort to stay on top of the vast amount of information  available,  began to
develop in increasing  numbers,  in-house libraries and information  centers for
their  employees.  While the Company  believes that its own  information  center
serves the added  functions of analysis and  generation  of  information  and is
larger and better staffed than a majority of these corporate  resource  centers,
there is no assurance  that a significant  number of these large  companies will
choose to utilize the Company's services and products.

        The advent of on-line  databases,  the Internet and CD-ROM  products has
increased  the ability of  companies to perform  information  searches and other
research for themselves. Consequently, to the extent companies perceive they can
directly access  information  from the Internet,  on-line  databases and acquire
CD-ROM  products,  FIND/SVP  competes with  information  producers  that sell to
end-users.  The  Company  believes,  however,  that its  consultants  deliver  a
value-added  service  based on their  technical  expertise  and their ability to
search more  information  products  more  quickly  than most end users,  thereby
delivering  a more  thorough  and  economical  service.  There is no  assurance,
however,  that  companies  which  develop  extensive  resource  centers will not
accordingly staff them with equally productive personnel.

EMPLOYEES

        As of December 31, 2002,  the Company had  approximately  160  full-time
employees,  including 34 marketing and sales employees, 80 staff consultants and
research employees,  and 39 administrative and general personnel.  The Company's
ability to develop,  market and sell its services and to establish  and maintain
its  competitive  position  will depend,  in part, on its ability to attract and
retain  qualified  personnel.  While  the  Company  believes  that  it has  been
successful to date in attracting such personnel,  there can be no assurance that
it will  continue  to do so in the  future.  The  Company  is not a party to any
collective bargaining agreements with its employees.  It considers its relations
with its employees to be good.

                                       9
<PAGE>


        The  corporate  headquarters  are located at 625 Avenue of the Americas,
New York, NY 10011,  and the  telephone  number is (212)  645-4500.  The Company
makes available free of charge through our website, www.findsvp.com,  the annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and all  amendments  to those  reports,  and the proxy  statement for the annual
meeting of stockholders,  as soon as reasonably  practicable after such material
is  electronically  filed  with or  furnished  to the  Securities  and  Exchange
Commission.

ITEM 2. PROPERTIES

        At December 31, 2002,  the Company has a lease on  approximately  32,000
square feet of office space at 625 Avenue of the Americas,  New York,  New York,
which have been the main offices of the Company since 1987. The lease is subject
to standard  escalation  clauses,  and expires in June 2005.  Basic  annual rent
expense,  determined on the  straight-line  basis over the term of the lease, is
approximately $694,000.

        The Company has additional leased office space for approximately  20,000
square  feet at 641  Avenue of the  Americas,  New York,  New York.  Such  lease
arrangements  are subject to  standard  escalation  clauses,  and expire in June
2005. Basic annual rent expense,  determined on the straight-line basis over the
term of the lease, is approximately $497,000.

ITEM 3. LEGAL PROCEEDINGS

        There are no material legal proceedings pending against the Company.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

                                       10
<PAGE>


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Our common stock,  par value $.0001 per share ("Common Stock") is traded
on the Over The Counter  Bulletin Board under the symbol  "FSVP.OB".  There were
approximately  847 common  shareholders  of record on April 7, 2003. The Company
currently does not and does not intend to pay cash dividends on its common stock
in the  foreseeable  future,  and is restricted from doing so under the terms of
its debt  agreements.  Cash generated from  operations  will be used for general
corporate purposes, including acquisitions and supporting organic growth.

        The  following  table  sets  forth the range of high and low bids of our
Common  Stock for the  calendar  quarters  indicated.  The quotes  listed  below
reflect  inter-dealer  prices  or  transactions  solely  between  market-makers,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.  In April 2001,  due to its failure to comply with NASDAQ's  $1.00
minimum  bid price  requirement,  the  Company's  shares of  Common  Stock  were
delisted.  Trading has since  continued  to be conducted on the Over The Counter
Bulletin Board.

Price Range                         High             Low
-----------                         ----             ---

2002
----
1st Quarter                         1.80             0.80
2nd Quarter                         1.75             1.05
3rd Quarter                         1.50             0.97
4th Quarter                         1.53             1.30

2001
----
1st Quarter                         0.81             0.50
2nd Quarter                         0.77             0.33
3rd Quarter                         0.75             0.48
4th Quarter                         1.00             0.34

CHANGES IN SECURITIES AND USE OF PROCEEDS

        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,  to various
employees.  These were private transactions not involving a public offering that
were exempt from  registration  under the  Securities  Act of 1933,  as amended,
pursuant  to  Section  4(2)  thereof.  At the time of  issuance,  the  foregoing
securities  were  deemed  to  be  restricted  securities  for  purposes  of  the
Securities Act.

        Information  regarding our equity compensation plans required by Item 5,
including both stockholder  approved plans and  non-stockholder  approved plans,
appearing under the caption  "Executive  Compensation--Equity  Compensation Plan
Information"  in our proxy statement for the 2003 Annual Meeting of Stockholders
is  incorporated  herein by reference.  The proxy statement is anticipated to be
filed with the Commission on or about April 30, 2003.


                                       11
<PAGE>


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

                                             YEARS ENDED DECEMBER 31
                               -------------------------------------------------
                                    (in thousands, except per share amounts)
                                 2002       2001       2000      1999     1998
                               --------   --------   --------   -------  -------
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

                                                AS OF DECEMBER 31
                               -------------------------------------------------
                                                 (in thousands)
                                 2002       2001       2000      1999     1998
                               --------   --------   --------   -------  -------
Working Capital (Current assets
   less current liabilities)   $  1,433   $  1,352   $  1,587   $ 2,699  $ 2,569
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

                                       12
<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.

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 (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.

        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.

                                       13
<PAGE>


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. 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.


                                       14
<PAGE>


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.

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

                                       15
<PAGE>


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 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.

                                       16
<PAGE>


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
                                               ========    ========

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.

                                       17
<PAGE>


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 $1,433,000,
as compared to $1,352,000 at December 31, 2001.

        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.

                                       18
<PAGE>


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,  cash flow  coverage,  or  completing
mergers.

        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

                                       19
<PAGE>


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,  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.

        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 3
                               Total        1 year         years         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.

                                       20
<PAGE>


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 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

                                       21
<PAGE>


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 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

                                       22
<PAGE>


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  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

                                       23
<PAGE>


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.

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.

                                       24
<PAGE>


        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  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.

                                       25
<PAGE>


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 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

                                       26
<PAGE>


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 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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary exposures to market risks include  fluctuations in
interest rates on its  short-term  and long-term  borrowings of $1,806,000 as of
December 31, 2002 under its credit  facility.  Management  does not believe that
the risk inherent in the  variable-rate  nature of these instruments will have a
material  adverse  effect on the Company's  consolidated  financial  statements.
However,  no  assurance  can be given  that such a risk will not have a material
adverse effect on the Company's financial statements in the future.

        As of December 31, 2002, the outstanding balance on all of the Company's
credit facilities was $1,806,000.  Based on this balance, an immediate change of
one percent in the

                                       27
<PAGE>


interest rate would cause a change in interest expense of approximately  $20,000
on an annual basis. The Company's  objective in maintaining  these variable rate
borrowings  is  the  flexibility  obtained  regarding  early  repayment  without
penalties and lower overall cost as compared with fixed-rate borrowings.

        In July 2002, the Company borrowed  $1,000,000 under its line of credit,
of which  approximately  $824,000  was used to acquire  approximately  3% of the
outstanding common shares of a publicly traded research and consulting  company.
As a result,  the  Company's  total  outstanding  debt  increased as compared to
December 31, 2001,  which has increased the Company's  exposure to interest rate
market risk. The Company consulted with, and obtained the consent of, its lender
with respect to this  transaction.  In September and October  2002,  the Company
sold its  shares of a  publicly  traded  research  and  consulting  company  for
approximately  $824,000.  These proceeds were used to pay down a portion of this
line of credit. As of December 31, 2002,  approximately $176,000 was outstanding
under this line. Interest expense related to this note amounted to approximately
$20,000 for the year ended December 31, 2002.

        Except  as set  forth  in the  preceding  paragraph,  there  has been no
material change in the Company's assessment of its sensitivity to market risk as
of December 31, 2002, as compared to the  information  included in Part II, Item
7A,  "Quantitative  and  Qualitative  Disclosures  About  Market  Risk",  of the
Company's  Form 10-K for the year ended  December  31,  2001,  as filed with the
Securities and Exchange Commission on April 1, 2002.

        The  Company  does not invest or trade in any  derivative  financial  or
commodity instruments, nor does it invest in any foreign financial instruments.

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.

ITEM 9. CHANGES  IN  AND  DISAGREEMENTS  WITH   ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE

        None.

                                       28
<PAGE>


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Other information  required by Item 10 including  information  regarding
directors,  appearing  under the  captions  "Election of  Directors"  and "Other
Matters"  of the  Company's  proxy  statement  for the 2003  Annual  Meeting  of
Stockholders  is  incorporated  herein  by  reference.  The proxy  statement  is
anticipated to be filed with the Commission on or about April 30, 2003.

ITEM 11.  EXECUTIVE COMPENSATION

        The  information  required  by  Item  11  appearing  under  the  caption
"Executive  Compensation"  of the Company's  proxy statement for the 2003 Annual
Meeting of Stockholders is incorporated herein by reference. The proxy statement
is anticipated to be filed with the Commission on or about April 30, 2003.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The  information  required  by  Item 12  appearing  under  the  captions
"Executive  Compensation - Equity Compensation Plans" and "Security Ownership of
Certain  Beneficial  Owners and Management" of the Company's proxy statement for
the 2003 Annual Meeting of Stockholders is incorporated herein by reference. The
proxy statement is anticipated to be filed with the Commission on or about April
30, 2003.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required by Item 13 appearing under the caption "Certain
Relationships and Related Transactions" of the Company's proxy statement for the
2003 Annual Meeting of  Stockholders is  incorporated  herein by reference.  The
proxy statement is anticipated to be filed with the Commission on or about April
30, 2003.

ITEM 14.   DISCLOSURE CONTROLS AND PROCEDURES

        Within 90 days prior to the filing of this  report,  an  evaluation  was
performed under the supervision and  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.  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.

        There  have  been  no  significant  changes  in the  Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of their evaluation.

                                       29
<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 - 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.

(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)

                                       30
<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 (filed herewith)

        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 (filed
                        herewith)

        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)*

                                       31
<PAGE>


        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
                        (filed herewith)

        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 (filed herewith)*

        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)*

        21              List of Subsidiaries (filed herewith)

        23              Consent of Independent Auditors (filed herewith)

        99.1            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.

                                       32
<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
                                               April 11, 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
        ---------------------------------        April 11, 2003
        David Walke

(2)     Principal Financial Officer and Principal Accounting Officer:

        /s/ PETER M. STONE                       Chief Financial Officer
        ---------------------------------        April 11, 2003
        Peter M. Stone

(3)     Board of Directors:

        /s/ ANDREW P. GARVIN                     President and Director
        ---------------------------------        April 11, 2003
        Andrew P. Garvin

        /s/ MARTIN E. FRANKLIN                   Chairman of Board of Directors
        ---------------------------------        April 11, 2003
        Martin E. Franklin

        /s/ MARC L. REISCH                       Director
        ---------------------------------        April 11, 2003
        Marc L. Reisch

        /s/ DENISE L. SHAPIRO                    Director
        ---------------------------------        April 11, 2003
        Denise L. Shapiro

        /s/ ROBERT J. SOBEL                      Director
        ---------------------------------        April 11, 2003
        Robert J. Sobel

        /s/ WARREN STRUHL                        Director
        ---------------------------------        April 11, 2003
        Warren Struhl

                                       33
<PAGE>
                                 CERTIFICATIONS

I, David Walke, certify that:

1. I have reviewed this annual report on Form 10-K of FIND/SVP, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a)  designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this annual report is being
        prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the effectiveness
        of the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 11, 2003


/s/ DAVID WALKE
---------------
David Walke
Chief Executive Officer

                                       34
<PAGE>


                           CERTIFICATIONS (CONTINUED)

I, Peter Stone, certify that:

1. I have reviewed this annual report on Form 10-K of FIND/SVP, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the effectiveness
        of the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  April 11, 2003

/s/ PETER M. STONE
------------------
Peter M. Stone
Chief Financial Officer

                                       35
<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 (filed herewith)

        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)

                                       36
<PAGE>


        10.3            Amendment to License Agreement, dated November 21, 2001,
                        between the Company and SVP International (filed
                        herewith)

        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
                        (filed herewith)

        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 (filed herewith)*

        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)*

                                       37
<PAGE>


        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)*

        21              List of Subsidiaries (filed herewith)

        23              Consent of Independent Auditors (filed herewith)

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

                                       38
<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 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.


Deloitte & Touche LLP

Stamford, Connecticut
April 4, 2003

                                      F-2
<PAGE>


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

                   ASSETS                                  2002          2001
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
                                                         --------      --------

                Total current liabilities                   2,708         3,174
                                                         --------      --------
Unearned retainer income                                    1,476         1,753
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)

                                               2002         2001         2000

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
                                          ===========   ==========   ==========


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)

                                                   2002       2001       2000
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
                                                  =======    =======    =======


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>


            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 $939,000,  $1,087,000
            and $1,110,000 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.

            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%. 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 lengths of time upon termination without cause,
            or voluntary termination upon certain


                                      F-19
<PAGE>


            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 $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.


                                      F-20
<PAGE>


            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 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

                                      F-21
<PAGE>


            $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.

                                      F-22
<PAGE>


(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
                                           ==========   ==========   ==========

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.

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

                                      F-23
<PAGE>


(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.

(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.

                                      F-24
<PAGE>


            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 $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.

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