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, 2003

            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                     13-2670985
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 JUNE 30, 2003,  THE  AGGREGATE  MARKET VALUE OF THE VOTING COMMON STOCK
HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $9,792,895 BASED ON THE AVERAGE BID
AND ASK PRICE PER SHARE OF THE COMMON  STOCK ON THE OTC  BULLETIN  BOARD ON JUNE
30, 2003, WHICH WAS $1.54 PER SHARE.

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

   THERE WERE 13,257,348  SHARES  OUTSTANDING OF THE REGISTRANT'S  COMMON STOCK,
PAR VALUE $.0001 PER SHARE, AS OF MARCH 19, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the  Registrant's  Proxy Statement for the 2004 Annual Meeting of
Stockholders,  which is anticipated to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A not later than 120 days following the end
of the Company's fiscal year, are incorporated by reference into Part III.


<PAGE>

<TABLE>
<CAPTION>

                                 FIND/SVP, INC.

                               INDEX TO FORM 10-K

PART I                                                                                                               PAGE

<S>                 <C>                                                                                               <C>
Item 1.             Business                                                                                            3
Item 2.             Properties                                                                                         10
Item 3.             Legal Proceedings                                                                                  11
Item 4.             Submission of Matters to a Vote of Security Holders                                                11

PART II

Item 5.             Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
                         of Equity Securities                                                                          12
Item 6.             Selected Financial Data                                                                            13
Item 7.             Management's Discussion and Analysis of Financial Condition and Results of Operations              14
Item 7A.            Quantitative and Qualitative Disclosures About Market Risk                                         37
Item 8.             Financial Statements and Supplementary Data                                                        38
Item 9.             Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               38
Item 9A.            Controls and Procedures                                                                            38

PART III

Item 10.            Directors and Executive Officers of the Registrant                                                 38
Item 11.            Executive Compensation                                                                             39
Item 12.            Security Ownership of Certain Beneficial Owners and Management                                     39
Item 13.            Certain Relationships and Related Transactions                                                     39
Item 14.            Principal Accountant Fees and Services                                                             40


PART IV

Item 15.            Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                   41


Signatures                                                                                                             47


Index to Exhibits                                                                                                     E-1


</TABLE>


                                       2
<PAGE>


PART I

ITEM 1. BUSINESS

BUSINESS OVERVIEW

                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")  provide  a full  range of  custom  research,  consulting,
quantitative  market research and outsourced  information  services that address
our customers'  critical business  information needs. In many cases, we function
as our customers' primary information and business  intelligence  resource on an
outsourced  basis,  especially among the growing universe of companies that have
downsized their internal  research staffs and  information  resources.  In other
cases,  we serve as a reliable  supplemental  resource  to  customers'  internal
capabilities.  In addition,  with our acquisitions in 2003 of Guideline Research
Corp.  ("Guideline")  and Teltech,  as well as our internal  development  of new
service offerings, we also provide a range of specialized higher priced research
and consulting  services,  such as  quantitative  custom market research and due
diligence  research  services,  that  address a  particular  strategic  business
information need within specific markets such as R&D, Healthcare,  Marketing and
Private Equity/Money Management.

                We were  incorporated in the state of New York in 1969. In 1971,
we became  affiliated with SVP  International  S.A.  ("SVP") through a licensing
agreement  (still in effect today) which gives us the right to use the SVP name,
provides  us access to the  resources  of what are  currently 8  additional  SVP
affiliated  companies  located  around  the  world,  and  prohibits  SVP  or its
affiliates from competing with us in the United States.

                We sell research and consulting services to over 1,750 corporate
customers  annually,  approximately  1,450 of which  subscribe  under  recurring
revenue contracts generally averaging twelve months in length. Our customer base
includes  nearly 50% of the  Fortune  100  companies,  25% of the  Fortune  1000
companies and 500 customers  with estimated  annual  revenues of $400 million or
more. We perform over 60,000 individual  research  assignments  annually for our
customers.

                We are organized into four business segments:

                  o  QUICK  CONSULTING  SERVICE ("QCS") is a  subscription-based
                     service that functions like a corporate research center for
                     our customers.  Customers pay a fixed monthly or annual fee
                     for the right to access our in-house  consulting staff on a
                     continuous, as-needed basis to answer short custom research
                     requests on  virtually  any  business-related  topic.  This
                     service  enables  customers  to  satisfy  their  day-to-day
                     business information needs on an outsourced basis, which is
                     generally   more   effective  and  less   expensive,   than
                     performing the work in-house.

                  o  STRATEGIC  CONSULTING AND RESEARCH GROUP ("SCRG")  provides
                     in-depth  custom  research  and  competitive   intelligence
                     services which result in larger projects beyond the typical
                     scope of our QCS service.

                  o  QUANTITATIVE MARKET RESEARCH, which commenced as a business
                     segment upon our acquisition of Guideline in 2003, provides
                     full service  quantitative custom market research services,
                     such as large-scale consumer surveys, both domestically and
                     internationally.  While Guideline has performed projects in
                     virtually  every  industry,  it  maintains  specialties  in
                     healthcare,   consumer,   legal,   financial  services  and
                     apparel.

                                       3
<PAGE>

                  o  TELTECH  ("TELTECH")  provides a full  range of  outsourced
                     information and consulting services to customers in R&D and
                     related  technical  sectors.   Teltech's  services  include
                     subscription-based   information  and  research   services,
                     in-depth  strategic   consulting  services  and  outsourced
                     management of corporate information centers.

                Together, these four business segments enable us to perform both
primary  and  secondary  research,   handle  small,  medium  or  large  research
assignments,  provide a full range of ancillary  outsourced business information
services and offer wide industry coverage.  We therefore believe that one of our
unique and compelling  value  propositions  is that we can serve as an efficient
single  source  provider of a  significant  portion of our  customers'  business
information needs.

                The research  resources we use to service our  customers'  needs
include our in-house staff of 112 full-time researchers and consultants,  access
to approximately 4,000 computer databases and subscription-paid  websites, 8,000
internal  information  files, 5,000 books and reference works, 1,500 periodicals
and  trade  journals,  and our  internal  database  of over  500,000  previously
completed research  assignments.  In addition,  through our licensing  agreement
with  SVP,  we have  access  to  approximately  1,000  additional  SVP  research
personnel worldwide.

                Our growth  strategy is to grow our base of customers,  leverage
the  untapped  cross-selling  opportunities  from  our  recent  acquisitions  of
Guideline  and  Teltech,  develop new  products  and  services  to increase  our
revenues per customer and make selective  acquisitions  that add strategic value
and are accretive to earnings per share.

MARKET OVERVIEW

                The  market for our  services  covers a broad  cross-section  of
corporate America,  including both a wide range of industries and company sizes.
The  primary  market for our QCS  division is small to medium  sized  companies,
while Quantitative Market Research and Teltech sell more to large companies.  In
terms of industry focus, we maintain seven formal industry practices as follows:
Healthcare, R&D/Engineering,  Consumer Products, Industrial, Financial Services,
Technology and Business  Management.  However,  we have also been  successful in
selling  to  executives  in various  functional  capacities,  such as  marketing
professionals, R&D professionals,  market research professionals and information
professionals,  which cut across  industry  lines and provide us with  corporate
customers in virtually every major industry. Accordingly, we believe we are well
diversified, and not dependent on any one industry or market segment.

                However, we do believe that there are certain macro trends which
are positively impacting the market for our services, generally including

                o       Continued corporate emphasis on maintaining low internal
                        cost  structures,   especially  in  non-core  functions,
                        enhances the  attractiveness of our outsourced  business
                        model.

                o       The increased  pace of business  today,  and the growing
                        operating   and   strategic   complexity   of   business
                        decisions,  require  corporations to have greater access
                        to quality, real-time, usable business information.

                                       4
<PAGE>

                o       Fierce  competitive   environments,   coupled  with  the
                        increased  availability of generic information  products
                        and resources, are increasing demand for unique business
                        intelligence  services  that  provide  customers  with a
                        competitive advantage.

                o       Corporations  are  being  bombarded  by an  overwhelming
                        amount of raw,  unfiltered,  irrelevant  and  unreliable
                        information emanating from the internet and other public
                        sources.  They are increasingly turning to outside firms
                        with  expertise in particular  industries or markets who
                        can more efficiently synthesize this data into relevant,
                        reliable business information.

                In terms of size, the total available market for our services is
very large.  The U.S.  market for market  research  alone was over $6 billion in
2002   (according   to   Esomar),    while   the   markets   for   both   custom
research/consulting and published information are also significant.  While large
overall,  these markets are fragmented,  with even the largest  participants not
maintaining  dominant  market  shares.  For  example,  we believe our  Guideline
subsidiary to be one of the top thirty-five  custom market research firms in the
U.S.

BUSINESS AND GROWTH STRATEGY

                Our goal is to fully  leverage  the assets of our four  business
segments to offer more value to, and satisfy  more of the  business  information
needs of, our  existing  customer  base,  while adding  additional  products and
services  that  further  enhance  our  capabilities  and allow us to expand  our
customer base.

                o       MAINTAIN AND ENHANCE SUBSCRIPTION MODEL. We believe that
                        our subscription model, which accounts for approximately
                        60% of our revenues, is one of the keys to our financial
                        and  operating  success.   It  produces  a  predictable,
                        recurring  revenue stream,  as well as a close,  ongoing
                        relationship  with  the  customer.  Through  our  recent
                        acquisitions  of  Guideline  and  Teltech,  as  well  as
                        through internal  product  development  efforts,  we now
                        have  additional  products  and  services  that  can  be
                        incorporated into our subscription  service offerings to
                        make them more unique,  enhance their value and increase
                        their price point.

                o       CROSS-SELL  SERVICES TO OUR  CUSTOMER  BASE.  We believe
                        that our recent  acquisitions  of Guideline  and Teltech
                        have created cross-selling  opportunities.  For example,
                        over 1,500  individual  cardholders  of our QCS  service
                        have  the  words  "Market   Research"  in  their  title,
                        representing   prime   cross-selling    candidates   for
                        Guideline's market research  services,  which we did not
                        offer  prior  to  2003.   Also,  our  1,300  QCS  client
                        companies  include very few R&D  departments,  providing
                        cross-selling    opportunities   for   Teltech,    which
                        specializes and has a leading market position in the R&D
                        market.

                o       SATISFY A LARGER SHARE OF CUSTOMER BUSINESS  INFORMATION
                        NEEDS.  While our  customers  include  some  very  large
                        companies,  including  nearly 50 of the Fortune 100, 250
                        of the  Fortune  1000,  and 500  with  revenues  of $400
                        million or more, we believe that our average revenue per
                        customer  is  small  relative  to their  total  business
                        information expenditures. Accordingly, with our expanded
                        line  of   service   offerings,   we   believe  we  have
                        opportunities   to  increase  our  average  revenue  per
                        customer.

                                       5
<PAGE>

                o       LEVERAGE  EXISTING  ASSETS TO CREATE  NEW  PRODUCTS  AND
                        SERVICES.  We derive  most of our  revenues  from custom
                        research  and  consulting   services  provided  for  the
                        one-time use of individual  customers.  We believe there
                        are  opportunities  to  leverage  our  database  of over
                        500,000 previously completed research  assignments,  our
                        current  volume  of  over  60,000  research  assignments
                        annually,  and our 112 in-house  research and consulting
                        staff to produce and sell  products  such as  syndicated
                        research  and   multi-client   studies  at  very  little
                        incremental cost.

                o       CONTINUE TO EVALUATE  MAKING PRUDENT  ACQUISITIONS  THAT
                        ADD  STRATEGIC  VALUE AND ARE  ACCRETIVE TO EARNINGS PER
                        SHARE


PRODUCTS & SERVICES

QUICK CONSULTING AND RESEARCH SERVICE ("QCS")

                QCS provides customers with access to the staff and resources of
a large information center on an outsourced basis, providing customized answers,
in rapid turnaround time, to day-to-day research requests and business questions
on a wide variety of topics that require  three hours or less of research  time.
QCS is offered only on a retainer  subscription  basis.  Retainer  clients pay a
retainer fee in advance,  monthly,  quarterly,  semi-annually  or  annually.  In
return,  client organizations receive Membership Cards for the use of designated
executives or employees.  Each Membership Card entitles a specific individual to
use QCS, and also offers  preferential  use of,  and/or  discounts on, our other
services and products. We have several fixed and adjustable fee retainer pricing
programs in effect for our QCS  service.  Depending  on the  particular  pricing
program,  out-of-pocket  expenses incurred to answer questions may or may not be
invoiced separately to the customer.

                When a QCS customer has a business question or research request,
they contact us via telephone or email,  give us their card number,  and explain
their  request.  Based on the  subject  of the  request,  our  customer  service
operators connect the customer with our most qualified available consultant, who
speaks  directly with the customer to better  understand the customer's need and
help define a specific  research  request  that best  addresses  that need.  Our
consultant  then performs the necessary  research and prepares a formal  written
research response, which answers the customer's question and includes additional
relevant  attachments,  articles  and internet  links.  Our  turnaround  time is
determined  by the needs of each client  request,  and ranges  from  same-day to
multi-day.

                While the  number of QCS  subscription  customers  decreased  in
2003,  the average  subscription  rate  increased,  reflecting  our  emphasis on
generating more revenues per client.  At December 31, 2003, there were 1,331 QCS
subscription  customers,  a 14.8%  decrease  from  December 31, 2002,  and 8,938
holders of the  Membership  Card,  a 12.0%  decrease  from  December  31,  2002.
However, the average annual QCS retainer  subscription rate at December 31, 2003
was $12,300,  an 8.8% increase from December 31, 2002. Revenues generated by QCS
represented  approximately  58%, 88% and 85% of the Company's total revenues for
the years ended  December 31, 2003,  2002 and 2001,  respectively.  The dramatic
change in QCS's share of total  revenues in 2003 resulted from the  acquisitions
of Guideline and Teltech.

STRATEGIC CONSULTING AND RESEARCH GROUP ("SCRG")

                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



                                       6
<PAGE>

as a supplement to that service.  Common  project  requests  include  customized
market and industry  studies,  executive  interviews,  competitive  intelligence
data-gathering  and  analysis   assignments,   acquisition   studies  and  large
information collection projects.  Through SCRG, the Company provides research as
well as  interpretation  and  analysis.  All  projects are quoted in advance and
billed separately.

QUANTITATIVE MARKET RESEARCH

                Our Guideline  subsidiary  provides  quantitative  custom market
research  (e.g.,  primary  surveys of large  numbers of  consumers  or groups of
respondents).  Our studies, which have an average selling price of over $40,000,
typically involve interviewing large numbers of respondents, ranging from 100 to
over 1,000,  to obtain  primary  market  data that  cannot be  obtained  through
secondary research sources.  They are  custom-designed  for, and proprietary to,
each individual client.

                Guideline is typically brought in by a customer to help refine a
strategic  need into a specific  research  design.  Then  Guideline  designs the
questionnaire  or  "script",  which  is  used  to  interview  respondents.  Next
Guideline hires outside field  contractors to conduct the actual interviews with
respondents,  which may take place in malls, in stores, via telephone, via mail,
via the internet or a combination of the above. Then Guideline  converts the raw
field responses into usable market research data. Finally,  Guideline prepares a
formal report for the customer which contains  Guideline's  analysis of the data
and any strategic  recommendations  based on the data.  Market  applications for
Guideline  studies include concept and product  testing,  positioning  research,
tracking   research,    customer   satisfaction   surveys   and   legal   claims
substantiation.

                Guideline studies are quoted and billed on a  project-by-project
basis.

TELTECH

                Through  our  Teltech  subsidiary,  we  provide  scientific  and
technical  research,  information  and  management  consulting  to corporate R&D
professionals  and information  centers.  Customers  apply  Teltech's  research,
analysis  and  advisory  services  to  improve  the speed and  quality  of their
decision-making  and  problem  solving  processes.  Teltech  partners  with  its
corporate clients to define their technical information needs, identify the best
sources  for   satisfying   those   needs,   and   implement   the   appropriate
information-management strategies.

                Teltech    directly    addresses   the   growing    demand   for
cost-effective,  user-focused, broad-based scientific and technical research, as
well as project  and  process  consulting.  Research  results  are  obtained  by
accessing,  synthesizing and analyzing published materials,  technical expertise
and primary research.

                Teltech classifies its services in four main categories:

                    ON-DEMAND INFORMATION  SERVICES.  Teltech's product offering
                    includes  services   specifically  designed  to  provide  an
                    ongoing,  proactive flow of critical  information to the end
                    user.  Services include quick turn-around  analyst research,
                    monitoring services,  document delivery,  supplier research,
                    and access to expert  consulting.  Teltech  has a network of
                    10,000  leading  experts  in  over  30,000   technology  and
                    industry areas that clients can access on-demand.


                                       7
<PAGE>

                    IN-DEPTH  RESEARCH.  Teltech  conducts major custom research
                    projects  on  a  wide  range  of  science,  technology,  and
                    business  topics  to  support   strategic   decision-making.
                    Applications for Teltech's  in-depth research include market
                    assessments for new products,  product feasibility analyses,
                    competitive  intelligence studies,  technology  evaluations,
                    M&A evaluations and intellectual property analyses.

                    INFORMATION   MANAGEMENT   CONSULTING.    Teltech   provides
                    comprehensive    solutions    designed    to   improve   the
                    effectiveness    of    information    delivery,    analysis,
                    application,  and  use  throughout  organizations.   Teltech
                    provides  consulting for information center optimization and
                    provides  custom  virtual  library  solutions   designed  to
                    improve  an   organization's   ability  to  access  external
                    information and expertise.

                    OUTSOURCED  INFORMATION  CENTERS  AND  INFORMATION  PORTALS.
                    Teltech  has  long  term   contracts   with  nine  corporate
                    customers  pursuant to which Teltech  actually serves as the
                    complete outsourced  information center for those customers.
                    In these arrangements, Teltech typically builds and operates
                    an online  information  portal  which serves as the official
                    virtual  library  for these  customers.  These  portals  are
                    private labeled with the customers' own names and logos, but
                    typically contain the notation  "Powered by Teltech".  These
                    tend to be  large  contracts,  resulting  in an  average  of
                    $300,000 of revenues each in 2003.

                Teltech   utilizes   multiple   contract   forms   and   pricing
arrangements  to sell its services,  including  annual  subscription  contracts,
long-term  outsourcing  contracts  and  per-transaction  engagements.  In  2003,
approximately 38% of its revenues resulted from annual subscription clients, 44%
resulted  from eight  long-term  outsourcing  contracts  and 18%  resulted  from
transaction engagements.

SALES AND MARKETING

                Our primary sales and marketing  goals are to expand our QCS and
Teltech  retainer client bases,  and to cross sell services among the respective
customers of our four business segments. Growth in our retainer base provides us
increased  opportunities  to sell other products and services,  as approximately
70% of the sales of our SCRG in-depth consulting business come from our retainer
clients. Our sales and marketing  techniques include  advertising,  direct mail,
email,  conference  exhibits,  sales promotion  activities and our web site. The
direct  costs of the  Company's  advertising  and public  relations  efforts are
modest.  Qualified  leads are  followed up by our direct  sales  force,  and are
supplemented  by referrals  and  telemarketing  efforts.  Neither  Guideline nor
Teltech  maintained direct sales forces before we acquired them, so we intend to
increase  their sales and  marketing  efforts by applying our  resources to sell
their products. We also maintain a staff of account development managers,  whose
primary  function is to interact  regularly with our clients to ensure  customer
satisfaction and promote our other products and services.  This provides us with
an   additional    avenue   to   cross-sell    Guideline,    Teltech   and   new
internally-developed services to our existing retainer clients.

COMPETITION

                We  face  significant  competition  in our  individual  business
segments,  but we believe  there are few direct  competitors  who offer our full
range of products and  services.  Our



                                       8
<PAGE>

competition  comes  primarily  from  three  sources:   (1)  other  research  and
consulting  companies who compete with us in particular  products or industries;
(2)  in-house  corporate  research  centers;  and (3)  content  aggregators  and
information  publishers  that sell directly to individual  end-users.  Also, the
internet,  on-line  databases and CD-ROM  products have increased the ability of
companies and individuals to perform information searches and basic research for
themselves.  Consequently  we also  compete  with a  "do-it-yourself"  approach.
However,  we believe that our consultants deliver a value-added service based on
their technical expertise and their ability as expert researchers to search more
information  products  more  quickly than most end users,  thereby  delivering a
faster,  more thorough and more economical  service.  Also, our volume contracts
with  information  providers  typically  enable us to access paid  databases and
published   information  sources  less  expensively  than  our  clients  can  do
themselves.  In addition,  many of our  services,  such as  quantitative  custom
market research and in-depth consulting,  cannot be performed in-house by a vast
majority of our customers.

                We believe that the principal  competitive factors in our market
include  quality and  timeliness  of research and analysis,  reliable  delivery,
depth and quality of our industry  knowledge,  ability to meet changing customer
needs,  customer  service and perceived  value. We believe we compete  favorably
with respect to each of these factors.

                We  believe  that  the   principal   competitive   factors  that
differentiate us from our competitors are:

                -       quality,  independence  and  objectivity of our research
                        and analysis;  an efficient range of service  offerings,
                        encompassing   research,   consulting  and  quantitative
                        custom market research,  which allows us to satisfy both
                        the primary and secondary business intelligence needs of
                        our customers.

                -       a unique  operating  structure  that  allows us to offer
                        custom research  services in almost any size range, from
                        $300 to $1 million,  which  enables us to satisfy a wide
                        spectrum of our customers' business information needs.

                -       Experience  providing  a  total  outsourced  information
                        solution to some of the world's largest companies.

                -       One of the country's largest private business  libraries
                        with access to  approximately  4,000 computer  databases
                        and   subscription-paid    websites,    8,000   internal
                        information  files,  5,000  books and  reference  works,
                        1,500  periodicals and trade journals,  and our internal
                        database  of  over  500,000  past   completed   research
                        assignments.

                While we believe these  competitive  factors position us well in
the marketplace,  many of our direct and indirect  competitors are substantially
larger than we are and have the resources  necessary to develop many of the same
capabilities.  In  addition,  the barriers to entry for some of our products and
services  are  low.  As a  result,  new  competitors  may  emerge  and  existing
competitors  may start to provide  additional or  complementary  services  which
would result in increased competition for us.

INTELLECTUAL PROPERTY

                We utilize  various  trade  names,  trademarks,  service  marks,
copyrights  and  other  intellectual  property  rights  in each of our  business
segments.  While we do not believe  that we are reliant on any one  intellectual
property right overall,  various intellectual property rights may be material to
individual business segments.  Accordingly,  we vigorously identify,  create and




                                       9
<PAGE>

protect our  intellectual  property  rights as we believe  appropriate.  We also
enter into  agreements  with our  employees  regarding the  confidentiality  and
ownership of our intellectual property.

SEASONALITY

                Our business is somewhat seasonal both in terms of cash flow and
revenues. Our cash flow has traditionally been strongest in the first and second
quarters of the year due to the higher  number of QCS and Teltech  customers who
renew and prepay their annual  subscriptions  during this period. With regard to
revenues, while our historical QCS and SCRG segments are generally not seasonal,
the  recently  acquired  Guideline  and Teltech  businesses  have  traditionally
experienced  stronger  revenues in the third and fourth quarters of the year. We
believe this  results  from  customers  who seek to fully  utilize  their annual
internal information budgets before the end of their fiscal years.

EMPLOYEES

                As of  December  31,  2003,  we  had  223  full-time  employees,
including  39  marketing  and sales  employees,  112  consultants  and  research
analysts and 72 administrative  and general  personnel.  Our ability to develop,
market and sell our  services and to  establish  and  maintain  our  competitive
position will depend,  in part,  on our ability to attract and retain  qualified
personnel.  While we believe that we have been  successful to date in attracting
such personnel,  there can be no assurance that we will continue to do so in the
future.  We are not a party to any  collective  bargaining  agreements  with our
employees. We consider our relations with our employees to be good.

                Our  corporate  headquarters  are  located  at 625 Avenue of the
Americas,  New York, NY 10011,  and the telephone  number is (212) 645-4500.  We
make 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, 2003 we leased office space as follows:

                o       Approximately  32,000 square feet of office space at 625
                        Avenue of the Americas,  New York,  New York,  which has
                        been our main corporate  office since 1987.  This office
                        also serves as the principal offices of our QCS and SCRG
                        business  segments.  The lease is  subject  to  standard
                        escalation  clauses,  and  expires in June  2013.  Basic
                        annual rent  expense,  determined  on the  straight-line
                        basis  over  the  term of the  lease,  is  approximately
                        $545,000.

                o       Approximately  20,000  square  feet at 641 Avenue of the
                        Americas,  New York, New York.  This 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  $497,000.  We do not  intend  to renew or
                        replace this lease when it expires as we have sufficient
                        capacity at our offices at 625 Avenue of the Americas to
                        house all personnel and property current residing there.
                        Accordingly,  we expect to save  $497,000  of basic rent
                        expense   annually   beginning   in  July   2005,   less
                        approximately $120,000 of net-sublease income.



                                       10
<PAGE>

                o       Approximately  11,400 square feet at 3 West 35th Street,
                        New York,  NY,  which is the  principal  location of our
                        Quantitative Market Research business segment.

                o       Approximately 7,500 square feet in Bloomington, MN which
                        is  the  principal  location  of  our  Teltech  business
                        segment.

                o       Approximately  4,000 square feet in Chicago, IL which is
                        a satellite office of our  Quantitative  Market Research
                        business segment.

                The future minimum lease payments under noncancellable operating
leases as of December 31, 2003 were as follows:

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

 YEAR ENDING DECEMBER 31                               OPERATING LEASES

      2004                                              $     1,108,000
      2005                                                    1,031,000
      2006                                                    1,029,000
      2007                                                      904,000
      2008                                                      874,000
      Thereafter                                              4,417,000
                                                     -------------------
      Total minimum lease payments                      $     9,363,000
                                                     ===================

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


ITEM 3. LEGAL PROCEEDINGS

                From time to time, we are subject to ordinary routine litigation
incidental to our normal business  operations.  We are not currently a party to,
and our property is not subject to, any material legal proceedings.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                None


                                       11
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED  STOCKHOLDER MATTERS
        AND ISSUER PURCHASES OF EQUITY SECURITIES

         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 815 common  shareholders of record on March 19, 2004. We currently
do not and do not  intend  to pay  cash  dividends  on our  common  stock in the
foreseeable  future,  and we are 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, our shares of Common Stock were delisted. Trading
has since continued to be conducted on the Over The Counter Bulletin Board.

PRICE RANGE              HIGH             LOW

2003
1st Quarter              1.38             1.03
2nd Quarter              1.60             1.10
3rd Quarter              1.90             1.30
4th Quarter              1.85             1.28

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

CHANGES IN SECURITIES AND USE OF PROCEEDS

         During 2003,  options to purchase  892,500  shares of common stock were
granted  under the Plan,  at prices  ranging  from  $1.15 to $1.80,  to  various
employees,   including  412,500  non-recurring  option  grants  related  to  the
acquisitions  of Guideline  and Teltech.  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.


                                       12
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

         The following  table sets forth our selected  financial  data as of and
for the years ended December 31, 2003,  2002,  2001, 2000 and 1999. 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.


<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS

                                                                             Years Ended December 31
                                                                             -----------------------
                                                                 (in thousands, except per share amounts)
                                                            2003          2002         2001          2000         1999
                                                            ----          ----         ----          ----         ----
<S>                                                     <C>            <C>          <C>           <C>          <C>
Revenues                                                $ 31,569       $20,828      $22,215       $23,800      $22,738

Operating income (loss)                                      928       (1,007)      (1,148)         (753)          348

Net income (loss)                                            205       (1,124)        (945)         (535)          883

Net income (loss) attributable to
    common shareholders(1)                                 (75)       (1,124)        (945)         (535)          883

Net income (loss) per common share:
     Basic                                                (.01)         (.11)        (.12)         (.06)          .12
     Diluted                                              (.01)         (.11)        (.12)         (.06)          .12

Weighted average number of common shares:
     Basic                                               11,766        10,139        7,880          7,450        7,121
     Diluted                                             11,766        10,139        7,880          7,450        7,213

Cash dividends paid per
    common share                                             --            --           --            --          --
</TABLE>

<TABLE>
<CAPTION>

BALANCE SHEET DATA

                                                                                   As of December 31
                                                                                   -----------------
                                                                                     (in thousands)
                                                             2003           2002          2001           2000           1999
                                                             ----           ----          ----           ----           ----
<S>                                                      <C>              <C>           <C>           <C>              <C>
Working capital (current assets
   less current liabilities)(2)                          $ (2,066)        $  (43)       $ (401)       $  (484)        $  770
Total Assets                                               23,602          9,538        10,692         11,012         11,443
Long-term notes payable,
   excluding current amounts                                3,170          1,200           895          1,685          3,039
Shareholders' equity                                        7,549          3,713         4,490          3,992          3,889

-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Net Income  (Loss)  attributable  to common  shareholders  is the result of
     accretion on redeemable  common stock and accrued  preferred  dividends for
     2003 only.  Accretion on redeemable common stock exists when the fair value
     of redeemable  common stock exceeds the original  amount of $727,000 at the
     balance  sheet  date.  As of  December  31,  2003,  the  fair  value of the
     redeemable  common stock was  $977,000,  resulting in $250,000 of accretion
     for the year then ended. The maximum fair value of the redeemable common is
     $1,090,000,  as  defined.   Beginning  at  April  1,  2003,  the  Guideline
     acquisition  date,  preferred  dividends are accrued at 8% per annum on the
     $500,000  preferred stock redemption  value. At December 31, 2003,  accrued
     dividends amounted to $30,000.

(2)  Working   Capital  is  reduced  by  $4,067,000,   $1,476,000,   $1,753,000,
     $2,071,000 and $1,929,000 of unearned income as of December 31, 2003, 2002,
     2001, 2000 and 1999, respectively. Such amounts reflect amounts billed, but
     not yet earned.



                                       13
<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 provide a full range
of custom  research,  consulting,  quantitative  market  research and outsourced
information  services  that are  designed  to address  our  customers'  critical
business  information  needs.  We  function  as many of our  customers'  primary
information  and  business   intelligence   resource  on  an  outsourced  basis,
especially  among companies that have downsized  their internal  research staffs
and information resources.  We also serve as a reliable supplemental resource to
customers'  internal  capabilities.  As a result of our  acquisitions in 2003 of
each of Guideline and Teltech, combined with further internal development of new
service offerings,  we provide a range of specialized higher priced research and
consulting  services.  For example,  we currently  provide  quantitative  custom
market  research  and due  diligence  research  services  which serve to address
particular  strategic business information needs within specific markets such as
R&D, healthcare, marketing and private equity/money management.

         We are organized into four business segments:  Quick Consulting Service
("QCS"),  which is a subscription-based  service that functions like an in-house
corporate research center for our customers;  Strategic  Consulting and Research
Group  ("SCRG"),   which  provides  in-depth  custom  research  and  competitive
intelligence  services  for  larger  projects;   Quantitative  Market  Research,
effectively  the Guideline  business,  which provides full service  quantitative
custom market  research  services,  such as large-scale  consumer  surveys;  and
Teltech,  which provides a full range of outsourced  information  and consulting
services  to  customers  in R&D and related  technical  sectors.  References  to
"Corporate"  and  "Other" in our  financial  statements  refer to the portion of
assets and activities that are not allocated to a segment.

         On April 1, 2003, we acquired  Guideline,  and  Guideline's  results of
operations are included in our results of operations as of such date.

         On  July 1,  2003,  we  acquired  Teltech,  and  Teltech's  results  of
operations are included in our results of operations as of such date.

RESULTS OF OPERATIONS - CALENDAR YEAR 2003 COMPARED TO CALENDAR YEAR 2002

REVENUES

         Revenues increased from $20,828,000 in 2002 to $31,569,000 in 2003. The
increase in revenue was due to the  acquisitions  of Guideline on April 1, 2003,
and Teltech on July 1, 2003, which are described in "Acquisitions" below, offset
by  declines in our QCS and SCRG  segments.  Specifically,  QCS was  affected by
cancellations of retainer  accounts,  which were not sufficiently  offset by new
retainer  sales during 2003. We believe that  cancellations  primarily  resulted
from continued weak general economic conditions, as well as the perception among
certain customers that research can be conducted  internally using the internet.
The primary factor  contributing  to the decline in SCRG revenue was the decline
in the number of new projects booked,  which we believe resulted  primarily from
weak general economic conditions.


                                       14
<PAGE>

         QCS

         QCS  revenues,  which  result from annual  retainer  contracts  paid by
clients on a monthly,  quarterly,  semi-annual  or annual  basis,  decreased  by
$233,000, or 1.3%, from $18,624,000 in 2002 to $18,391,000 in 2003. The decrease
from  2002 to 2003 was a result  of  cancellations  that  were not  sufficiently
offset by new clients and increased  rates. We believe that  cancellations  were
primarily  a  result  of  continued  weak  economic  conditions,  as well as the
perception  among  certain customers  that research can be conducted  internally
using the internet.  At December 31, 2003, there were a greater number of annual
renewals  which were billed  than during the same period in the prior year,  and
this  contributed to a higher accounts  receivable  balance at December 31, 2003
than  December  31,  2002.  The monthly  fees billed to  retainer  clients  (the
retainer base)  decreased from the beginning of 2003 to the end of 2003 by 9.9%,
from $1,488,338 to $1,341,285.

         SCRG

         SCRG  revenues,  which result from  consulting  engagements  addressing
clients'  business issues,  decreased by $789,000,  or 35.8%, from $2,204,000 in
2002 to  $1,415,000  in  2003.  The  decrease  from  2002 to 2003 was due to the
continued  decline in new projects booked,  which we believe resulted  primarily
from weak general  economic  conditions.  The Customer  Satisfaction  Survey and
Research  Division  accounted for 3.7% and 19.0% of SCRG's  revenue for 2003 and
2002,  respectively.  The Customer Satisfaction Survey and Research Division was
taken over by the Quantitative Market Research segment during 2003.

         QUANTITATIVE MARKET RESEARCH

         Quantitative Market Research revenues,  which result from custom market
research  consulting  engagements,  such as conducting surveys and focus groups,
were  $7,669,000  from the date of  acquisition  through  December 31, 2003.  We
acquired this line of business on April 1, 2003.

         TELTECH

         Teltech  revenues,  which result from  on-demand  research,  outsourced
information  services,  and in-depth projects,  were $4,094,000 from the date of
acquisition through December 31, 2003. We acquired this line of business on July
1, 2003.

COSTS OF PRODUCTS AND SERVICES SOLD

         Direct  costs,  which are 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,  increased by $7,103,000, or 70.8%,
from $10,027,000 in 2002 to $17,130,000 in 2003.  Direct costs represented 48.4%
and 54.3% of  revenues,  respectively,  in 2002 and 2003.  The increase in total
direct costs was primarily the result of the acquisition of Guideline during the
quarter ended June 30, 2003 and the  acquisition  of Teltech  during the quarter
ended September 30, 2003. Guideline's and Teltech's direct costs consist of both
direct labor and direct costs, such as subcontractors  who perform fieldwork for
many of their  projects,  annual  costs  related to the use of external  content
providers,  and  other  necessary  costs  incurred  in order to  fulfill  client
requests. Exclusive of Guideline and Teltech, direct costs decreased as a result
of decreased use of sub-contractors in SCRG, and more favorable pricing from our
use  of  outside  electronic  services.  Excluding  potential  acquisitions  and
factoring  in the  impact of a full  twelve  months  results  of  Guideline  and
Teltech,  we  expect  direct  costs  as a  percentage  of  sales  in  2004 to be
consistent with 2003.



                                       15
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general and administrative  expenses increased by $1,703,000,
or 14.4%,  from  $11,808,000,  or 56.7% of revenue,  in 2002 to $13,511,000,  or
42.8% of revenue,  in 2003. In 2003 and 2002, we recorded additional accruals of
$468,000 and  $257,000,  respectively,  under a severance  plan  approved by our
Board of Directors.  The increase in selling, general and administrative was due
primarily to the acquisitions of Guideline,  which took place during the quarter
ended  June 30,  2003  (total  Guideline  selling,  general  and  administrative
expenses  were  $1,309,000),  and  Teltech,  which took place during the quarter
ended  September 30, 2003 (total  Teltech  selling,  general and  administrative
expenses were $453,000), offset by various cost containment measures implemented
during the year ended December 31, 2003.  Excluding potential  acquisitions,  we
expect  selling,  general and  administrative  expenses to increase in line with
inflation in 2004.

INTEREST INCOME AND EXPENSE

         Interest income  decreased by $13,000 from $15,000 in 2002 to $2,000 in
2003.  The  decrease  in 2003 was a result of lower cash  balances  in  interest
bearing accounts throughout 2003.

         Interest  expense  increased  by  $531,000  from  $156,000  in  2002 to
$687,000 in 2003. The increase was a result of additional borrowings, related to
the  acquisitions  of Guideline and Teltech,  during the year ended December 31,
2003,  which were partially  offset by repayments on existing debt.  Included in
interest expense was non-cash  interest expense of $182,000,  which was accreted
as  additional  interest  expense  due to the  difference  between  the  initial
relative fair value and the stated value of the Petra debt.

OTHER INCOME

         We have a 9.1% interest in Strategic Research Institute,  L.P. ("SRI"),
and in March 2003, received an $87,000 distribution in respect of that interest.
We share in  profits  of SRI,  but do not  share in  losses.  This is the  first
distribution  that  we  received  from  this  partnership   interest,   and  the
distribution  was recognized as other income.  SRI is a business  conference and
event company.

         We received dividends of $30,000 related to our cash surrender value of
life insurance policies.  This was reported as part of other income for the year
ended December 31, 2003.

OPERATING INCOME (LOSS)

         Our  results  of  operations  improved  by  $1,935,000  from a loss  of
($1,007,000) in 2002 to income of $928,000 in 2003. This is primarily the result
of the acquisitions of Guideline and Teltech during 2003, offset by decreases in
QCS and SCRG.  See  "Acquisitions"  below for a description of the Guideline and
Teltech transactions.

INCOME TAXES

         The $155,000  income tax provision for the year ended December 31, 2003
represents  43% of pre-tax  income.  The income tax provision was different than
the statutory rate because



                                       16
<PAGE>

expenses,  such as meals and entertainment and key-man life insurance  premiums,
which are not deductible for tax purposes, resulted in a different effective tax
rate than the statutory rate.

         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 net operating losses, as we determined that
it was a reasonable  possibility  that such assets would not be realized  during
the carryforward  period. We believe that it is reasonably  possible that future
valuation  allowances  will need to be recorded  contingent  upon our 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.

RESULTS OF OPERATIONS - CALENDAR YEAR 2002 COMPARED TO CALENDAR YEAR 2001

REVENUES

         Revenues decreased from $22,215,000 in 2001 to $20,828,000 in 2002. The
decreases  in  revenue,  in all  aspects of our  business,  were  related to the
weakened  economy and the weakened  market for our 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. We believe that cancellations were primarily a result of
weak economic  conditions,  where clients were constricting  their budgets.  The
primary factor which  contributed to the decline in SCRG revenue was the decline
in the number of new projects booked as clients'  budgets and initiatives  could
not support commitments for the longer-term projects, which SCRG provides.

         QCS

         QCS  revenues,  which  result from annual  retainer  contracts  paid by
clients on a monthly,  quarterly,  semi-annual  or annual  basis,  decreased  by
$790,000, or 4.1%, from $19,414,000 in 2001 to $18,624,000 in 2002. The decrease
from  2001 to 2002 was a result of  cancellations  which  were not  sufficiently
offset by new clients and increased  rates. We believe that  cancellations  were
primarily a result of weak economic conditions,  with clients constricting their
budgets.  At December 31, 2002,  there were a greater number of annual  renewals
which were  billed  than  during  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.

         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 as clients'  budgets and  initiatives
could not support commitments for the longer-term projects, which SCRG provides.
The Customer  Satisfaction  Survey and Research Division accounted for 19.0% and
16.7% of SCRG's revenue for 2002 and 2001, respectively.



                                       17
<PAGE>

COSTS OF PRODUCTS AND SERVICES SOLD

         Direct  costs,  which are 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, we recorded additional accruals of $257,000
and  $228,000,  respectively,  under a severance  plan  approved by our Board of
Directors.  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 labor  costs and
general  expenses  in response to cost  containment  measures  that began in the
second quarter of 2001. Bad debt expense  decreased by $250,000 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

         Interest income decreased by $34,000 from $49,000 in 2001 to $15,000 in
2002.  The  decrease  in 2002 was a result of lower cash  balances  in  interest
bearing accounts throughout 2002.

         Interest expense decreased by $90,000 from $246,000 in 2001 to $156,000
in 2002.  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, we entered into an agreement with idealab! and Find.com,  Inc.
whereby we 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 FIND. Under terms of the agreement,
we  received  cash and  non-marketable  preferred  shares in  idealab!,  and was
entitled to certain future royalties.  The preferred shares received were valued
at $500,000,  and carried  various rights  including the ability to convert them
into common shares of Find.com,  Inc.,  and a put option to resell the shares to
idealab!  The put option became exercisable in December 2002. Under the terms of
the put option,  idealab!  could  either  repurchase  the  preferred  shares for
$1,500,000  in cash,  or elect to return the find.com  domain name to us. In the
latter case, we would retain the preferred shares.

         In January 2003,  we exercised our put option and idealab!  declined to
repurchase the preferred  shares.  This  information was considered by us in our
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!, we concluded
the net  realizable  value of its idealab!  preferred  shares had declined to an



                                       18
<PAGE>

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  our  estimate  of the net
realizable value of the preferred shares will be further reduced.

OPERATING (LOSS) INCOME

         Our operating results improved by $141,000 from a loss of $1,148,000 in
2001 to a loss of $1,007,000 in 2002.  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 net operating losses, as we determined that
it was a reasonable  possibility  that such assets would not be realized  during
the  carryforward  period.  It is  reasonably  possible  that  future  valuation
allowances  will need to be  recorded  contingent  upon our  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.



                                       19
<PAGE>

SEGMENT REPORTING

         We operated  in four  segments in 2003,  but  operated in two  segments
during  2002 and 2001.  The  increase  in the number of  segments  is due to the
acquisitions of Guideline and Teltech.

         Segment data, which is useful in understanding results, is as follows:
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                              YEARS ENDED DECEMBER 31,
                                                                                                   (IN THOUSANDS)

                                                                                     2003                2002                2001
                                                                                   --------            --------            --------
<S>                                                                                <C>                 <C>                 <C>
REVENUES
   QCS                                                                             $ 18,391            $ 18,624            $ 19,414
   SCRG                                                                               1,415               2,204               2,801
   Quantitative Market Research                                                       7,669                  --                  --
   Teltech                                                                            4,094                  --                  --
                                                                                   --------            --------            --------
   Total revenues                                                                  $ 31,569            $ 20,828            $ 22,215
                                                                                   ========            ========            ========

OPERATING INCOME (LOSS)
   QCS                                                                             $  2,390            $  4,127            $  4,429
   SCRG                                                                                (499)                (99)               (314)
   Quantitative Market Research                                                         946                  --                  --
   Teltech                                                                              421                  --                  --
                                                                                   --------            --------            --------
     Segment operating income                                                         3,258               4,028               4,115
   Corporate and other (1)                                                           (2,330)             (5,035)             (5,263)
                                                                                   --------            --------            --------
   Operating income (loss)                                                         $    928            $ (1,007)           $ (1,148)
                                                                                   ========            ========            ========

DEPRECIATION AND AMORTIZATION
   QCS                                                                             $    762            $    460            $    539
   SCRG                                                                                 120                  59                  66
   Quantitative Market Research                                                          41                  --                  --
   Teltech                                                                               47                  --                  --
                                                                                   --------            --------            --------
      Total segment depreciation and amortization                                       970                 519                 605
    Corporate and other                                                                 173                 420                 482
                                                                                   --------            --------            --------
      Total depreciation and amortization                                          $  1,143            $    939            $  1,087
                                                                                   ========            ========            ========

TOTAL ASSETS

   QCS                                                                             $  2,990            $  3,161
   SCRG                                                                                 372                 467
   Quantitative Market Research                                                       3,071                  --
   Teltech                                                                            2,377                  --
                                                                                   --------            --------
      Total segment assets                                                            8,810               3,628
   Corporate and other                                                               14,792               5,910
                                                                                   --------            --------
      Total assets                                                                 $ 23,602            $  9,538
                                                                                   ========            ========

CAPITAL EXPENDITURES

   QCS                                                                             $    133            $    134            $    119
   SCRG                                                                                   5                   3                   5
   Quantitative Market Research                                                          --                  --                  --
   Teltech                                                                               --                  --                  --
                                                                                   --------            --------            --------
      Total segment capital expenditures                                                138                 137                 124
   Corporate and other                                                                  319                 320                 180
                                                                                   --------            --------            --------
      Total capital expenditures                                                   $    457            $    457            $    304
                                                                                   ========            ========            ========
</TABLE>

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

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

         In 2003, we changed our internal overhead allocation methodology, which
resulted  in greater  amounts  of  corporate  overhead  being  allocated  to our
business  segments in order to better gauge each  segments  contribution  to our
profitability.  Also,  the  acquisitions  of Guideline



                                       20
<PAGE>

and Teltech triggered a  reapportionment  of corporate  overhead  allocations to
business  segments.  Had this  methodology  been in place  during 2002 and 2001,
segment  operating (loss) income and  depreciation  and amortization  would have
been, on a pro forma basis, as follows:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                                         YEARS ENDED DECEMBER 31,
                                                                             (IN THOUSANDS)

                                                                   2003           2002           2001
                                                                 -------        -------        -------
                                                                  ACTUAL       PRO FORMA      PRO FORMA

<S>                                                                  <C>            <C>            <C>
OPERATING (LOSS) INCOME
   QCS                                                           $ 2,390        $ 1,527        $ 1,586
   SCRG                                                             (499)          (358)          (620)
   Quantitative Market Research                                      946             --             --
   Teltech                                                           421             --             --
                                                                 -------        -------        -------
     Segment operating income                                      3,258          1,169            966
   Corporate and other                                            (2,330)        (2,176)        (2,114)
                                                                 -------        -------        -------
      Operating loss                                             $   928        $(1,007)       $(1,148)
                                                                 =======        =======        =======

DEPRECIATION AND AMORTIZATION

   QCS                                                           $   762        $   647        $   750
   SCRG                                                              120             85             98
   Quantitative Market Research                                       41             --             --
   Teltech                                                            47             --             --
                                                                 -------        -------        -------
      Total segment depreciation and amortization                    970            732            848
   Corporate and other                                               173            207            239
                                                                 -------        -------        -------
      Total depreciation and amortization                        $ 1,143        $   939        $ 1,087
                                                                 =======        =======        =======

-------------------------------------------------------------------------------------------------------
</TABLE>

QUARTERLY FINANCIAL DATA

         The following  table sets forth  selected  quarterly data for the years
ended  December 31, 2003 and 2002 (in  thousands,  except per share  data).  The
operating results are not indicative of results for any future period.

<TABLE>
<CAPTION>

                                                                 Income (loss)     Net income      Income
                                                                    before           (loss)        (loss)         Income
                                                  Operating        provision      attributable       per        (loss) per
                                                    income       (benefit) for     to common        share:        share:
       Quarter Ended            Revenues            (loss)       income taxes     shareholders      basic         diluted
       -------------            --------            ------       -------------    -------------    -------        -------

<S>                             <C>               <C>            <C>              <C>            <C>            <C>
March 31, 2003                  $ 5,102           $     5        $    65          $    45        $   0.00       $   0.00
June 30, 2003                     7,063                35           (150)            (251)          (0.02)         (0.02)
September 30, 2003                9,168               771            565              196            0.02           0.01
December 31, 2003                10,236               117           (120)             (65)          (0.00)         (0.00)

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)

</TABLE>

         In the fourth quarter of 2003, we recorded a charge of $309,000 related
to the  retirement of our  President.  In the fourth  quarter of 2003,  2002 and
2001, charges related to severance costs



                                       21
<PAGE>

of  $127,000,  $147,000  and  $228,000,   respectively,   were  recorded.  Also,
approximately  $217,000 and $80,000 was recorded related to bonus and commission
arrangements at December 31, 2003 and 2002, respectively.  In the fourth quarter
of 2002,  we  recorded a charge to  operations  of $315,000  to  write-down  the
carrying value of our preferred shares of idealab!

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Historically,  our 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 $821,000 and $968,000 at December
31, 2003 and 2002,  respectively.  Our working capital position (current assets,
less current  liabilities) at December 31, 2003 was  $(2,066,000) as compared to
$(43,000)  at December  31, 2002.  Included in current  liabilities  is unearned
retainer  income of $4,067,000  and $1,476,000 as of December 31, 2003 and 2002,
respectively. Such amounts reflect amounts billed, but not yet earned.

         Cash  provided  by  (used  in)  operating   activities   was  $870,000,
$(677,000)  and $299,000 in the years ended  December  31, 2003,  2002 and 2001,
respectively.

         Cash used in investing activities was $7,427,000, $319,000 and $167,000
in the years ended December 31, 2003, 2002 and 2001,  respectively.  The primary
use of cash was the  acquisition of Guideline  during the quarter ended June 30,
2003 for  $3,895,000,  and the  acquisition  of Teltech during the quarter ended
September 30, 2003 for $3,075,000.  Capital  expenditures  during 2003, 2002 and
2001 were mainly for  computer  hardware  upgrades and  leasehold  improvements.
Total capital  expenditures  were  $457,000,  $457,000 and $304,000 in the years
ended  December 31, 2003,  2002 and 2001,  respectively.  During the year ending
December 31, 2004, we expect 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  financing  activities  was  $6,410,000,  $13,000 and
$918,000 in the years ended December 31, 2003, 2002 and 2001,  respectively.  In
2003,  the most  significant  items were:  the net  proceeds  obtained  from the
borrowings  under notes payable of $2,786,000,  related to the  acquisitions  of
Guideline  and  Teltech,  offset by  repayments  of  $435,000;  the  issuance of
preferred  stock for  $693,000;  the  issuance of warrants for  $1,507,000;  the
proceeds from the issuance of common stock of $1,707,000; and, the proceeds from
exercise of stock options of $152,000.  In 2001, the most  significant  item was
the net  proceeds  obtained  from the  issuance  of shares  of common  stock for
$1,443,000.

         As of December 31, 2003,  there was  $1,200,000  outstanding  on a term
note  with JP  Morgan  Chase  Bank  (the  "Term  Note"),  of which  $400,000  is
classified as current.  The Term Note bears  interest at prime plus 1.25% (5.25%
at December 31, 2003), and is payable in quarterly installments through December
31, 2006.  Interest expense related to the Term Note amounted to $79,000 for the
year ended December 31, 2003. The Term Note contains certain restrictions on the
conduct of our business, including, among other things, restrictions, generally,
on incurring debt, making investments, creating or suffering liens, tangible net
worth, current ratio, cash flow coverage, or completing mergers.

         We maintain a $1,000,000  line of credit with JP Morgan Chase Bank (the
"Line of Credit").  The Line of Credit bears interest at prime plus 0.50% (4.50%
at December 31, 2003). As of December 31, 2003,  $676,000  remains  outstanding.
The Line of Credit contains certain


                                       22
<PAGE>

restrictions  on the conduct of our  business,  including,  among other  things,
restrictions, generally, on incurring debt, and creating or suffering liens.

         The Term Note and the Line of Credit are secured by a general  security
interest in substantially all of the Company's assets.

         On April 1, 2003, we amended and restated the Term Note and the Line of
Credit with JP Morgan Chase Bank. These amended and restated  agreements had the
effect of reducing the Term Note principal amount from $2,000,000 to $1,500,000,
and  accelerating  the final  repayment  date of the Term Note from December 31,
2006 to December 31, 2005. As a result,  we 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 our  acquisition  of
Guideline and the related financing  transactions with Petra Mezzanine Fund L.P.
("Petra"), and amended various financial covenants of both the Term Note and the
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.

         In  connection  with the  above,  on April 1,  2003,  the  Company  and
JPMorgan  Chase Bank entered into  amendment  No. 1 to their  existing  security
agreement (the "Security Agreement Amendment"). Also on April 1, 2003, Guideline
together with its subsidiaries executed and delivered in favor of JPMorgan Chase
Bank: (i) a security agreement (the "Subsidiary Security Agreement"), granting a
lien and  security  interest  on  substantially  all of our  assets;  and (ii) a
guaranty  agreement (the  "Guaranty  Agreement"),  guaranteeing  our payment and
performance obligations under the Term Note and the Line of Credit.

         On November 13, 2003,  we obtained an amendment  and waiver to the Term
Note  ("Amendment No. 2") from JPMorgan Chase.  Amendment No. 2 amended the debt
covenant  regarding  tangible net worth plus  subordinated debt of both the Term
Note and Line of Credit by  replacing  the  previous  consolidated  tangible net
worth plus subordinated debt covenant of $3,300,000 with a consolidated tangible
net worth plus subordinated debt covenant of $2,300,000.

         On August 18, 2003,  the Term Note was amended to change the definition
of  consolidated  current  liabilities  for purposes of calculating the ratio of
current assets to current  liabilities  under the Term Note, to exclude unearned
retainer income from the calculation.

         We are in compliance with all of our loan agreements,  as amended, with
JP Morgan Chase as of December 31, 2003.

         On April 1, 2003,  we issued a  Promissory  Note (the  "Note") to Petra
with a face value of $3,000,000 and a stated  interest rate of 13.5%,  as a part
of the financing for the acquisition of Guideline.  Quarterly principal payments
of $250,000  are due  beginning  March 31,  2006.  The Note was  recorded at its
initial  relative fair value of $1,868,000.  The difference  between the initial
relative fair value and the stated value will be accreted as additional interest
expense over


                                       23
<PAGE>

the  maturities  of the  Note,  and the  resulting  effective  interest  rate is
approximately  25%.  Related  interest  expense was  $484,000 for the year ended
December 31, 2003, of which  $164,000  related to the non-cash  accretion of the
carrying  value of the Note for the year ended  December 31,  2003.  We have the
right to prepay the Note at any time  without  premium or  penalty.  The Note is
secured by a security interest in substantially  all assets of the Company,  and
is subject to  covenants  relating  to the  conduct  of our  business  including
financial  covenants  related to a defined  fixed charge  coverage and a defined
funded  indebtedness  to  Earnings  Before  Interest,  Taxes,  Depreciation  and
Amortization ("EBITDA") ratio. We were in compliance with this loan agreement as
of December 31, 2003.

         On July 1, 2003, we issued a Second Promissory Note (the "Second Note")
also to Petra with a face value of $500,000 and a stated interest rate of 13.5%,
as a part of the financing for the acquisition of Teltech,  the business unit of
Sopheon Corporation ("Teltech"). Quarterly principal payments of $42,000 are due
beginning  March 31, 2006. The Second Note was recorded at its initial  relative
fair value of $320,000.  The difference  between the initial relative fair value
and the stated value will be accreted as  additional  interest  expense over the
maturities  of the Second Note,  and the  resulting  effective  interest rate is
approximately  25%.  Related  interest  expense  was  $52,000 for the year ended
December 31, 2003,  of which  $18,000  related to the non-cash  accretion of the
carrying  value of the Note for the year ended  December 31,  2003.  We have the
right to prepay the Second  Note at any time  without  premium or  penalty.  The
Second Note is secured by a security interest in substantially all assets of the
Company,  and is subject to  covenants  relating to the conduct of our  business
including  financial  covenants related to a defined fixed charge coverage and a
defined funded  indebtedness  to EBITDA ratio.  We were in compliance  with this
loan agreement as of December 31, 2003.

         Prior to their  repayment in February 2002, we 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 and $112,000
in the years ended December 31, 2002 and 2001, respectively.

         We  believe  that  our cash and  cash  equivalents  on hand,  including
amounts  drawn from the Term Note and the Line of Credit,  cash  generated  from
operations and collections of our accounts  receivable,  and the availability of
the  Line of  Credit  with JP  Morgan  Chase,  will be  sufficient  to fund  our
operations for the foreseeable future.

CONTRACTUAL OBLIGATIONS

         The  following   table  includes   aggregate   information   about  our
contractual  obligations  as of  December  31,  2003  and the  periods  in which
payments are due.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   As of December 31, 2003
                                                                                        (in thousands)
                                                             ----------------------------------------------------------------------
                                                                            Less than         1 - 3          3 - 5           After 5
                                                              Total           1 year          years          years            years
                                                             ----------------------------------------------------------------------
<S>                                                          <C>              <C>             <C>             <C>            <C>
Notes payable                                                $ 5,376          $1,076          $1,967          $2,333         $ --
Long term lease commitments                                    9,363           1,108           2,060           1,778          4,417
Deferred compensation and other                                  428              55              70              51            252
                                                             ----------------------------------------------------------------------
                                                             $15,167          $2,239          $4,097          $4,162         $4,669
                                                             ======================================================================
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       24
<PAGE>

INFLATION

         We have in the past been able to increase the price of our products and
services  sufficiently  to offset the effects of inflation on direct costs,  and
anticipate that we will be able to do so in the future.

OFF-BALANCE-SHEET ARRANGEMENTS

         As  of   December   31,   2003,   we  did  not  have  any   significant
off-balance-sheet   arrangements,  as  defined  in  Item  303(a)(4)(ii)  of  SEC
Regulation S-K.

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 generally accepted  accounting  principles
in the United States. 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  revenue  recognition,   allowances  for  doubtful
accounts,  useful lives of property,  plant and equipment and intangible assets,
goodwill,  deferred tax asset valuation allowances,  valuation of non-marketable
equity  securities  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.

REVENUE RECOGNITION

         Approximately  60% of the  Company's  2003  revenues  were derived from
subscription contracts with customers,  including all of the revenues of the QCS
business segment and  approximately  40% of the revenues of the Teltech business
segment.  The  remaining  40%  of  the  Company's  2003  revenues  consisted  of
quantitative   market  research  projects,   in-depth  consulting  projects  and
outsourced information services.

         The Company's  subscription  services are provided  under two different
types of  subscription  contracts - retainer  contracts  and deposit  contracts.
Retainer  contracts,  which are used primarily by QCS,  charge  customers  fixed
monthly  subscription  fees to access QCS services,  and revenues are recognized
ratably  over the term of each  subscription.  Retainer  fees are required to be
paid in advance by customers on either a monthly, quarterly or annual basis, and
all billed  amounts  relating  to future  periods  are  recorded  as an unearned
retainer income liability on the Company's balance sheet. In the case of deposit
contracts,  which are used primarily by Teltech,  a customer pays a fixed annual
fee,  which  entitles  it to  access  any of  the  Company's  service  offerings
throughout  the contract  period,  up to the total amount of the annual  deposit
fee. Since deposit account  customers can "spend" their contract fee at any time
within the annual contract period,  deposit account revenues are only recognized
within the contract period as services are actually provided to customers,  with
any unused  deposit  amounts  recognized  as  revenue in the final  month of the
contract.  As with retainer fees,  deposit contract fees are required to be paid
in  advance,  primarily  annually,  and any billed  amounts  relating  to


                                       25
<PAGE>

future periods are recorded as unearned  retainer income, a current liability on
the Company's balance sheet.

         With regard to the Company's non-subscription based services, including
quantitative  market research,  in-depth  consulting and outsourced  information
services, revenues are recognized primarily on a percentage-of-completion basis.
The Company  typically  enters into discrete  contracts with customers for these
services on a project-by-project  basis. Payment milestones differ from contract
to contract based on the client and the type of work performed.  Generally,  the
Company  invoices  a client  for a  portion  of a  project  in  advance  of work
performed,  with the balance invoiced  throughout the fulfillment  period and/or
after the work is completed.  However,  revenue and costs are only recognized to
the extent of each  contract's  percentage-of-completion.  Any revenue earned in
excess of  billings  is recorded  as a current  asset on the  Company's  balance
sheet,  while any billings in excess of revenue earned,  which represent  billed
amounts relating to future periods,  are recorded as unearned revenue, a current
liability on the Company's balance sheet.

GOODWILL AND INTANGIBLES

         Goodwill  consists  of the excess of the  purchase  price over the fair
value of identifiable net assets of businesses  acquired.  Effective  January 1,
2002 we 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 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.

         Intangible  Assets,  including customer  relationships,  trademarks and
other  intangible  assets are amortized over their estimated useful lives unless
they are deemed to have indefinite  useful lives. Upon the adoption of SFAS 142,
intangible  assets deemed to have indefinite  useful lives, such as trade names,
are not  amortized  and are subject to annual  impairment  tests.  An impairment
exists if the carrying value of the  indefinite-lived  intangible  asset exceeds
its fair  value.  For  other  intangible  assets  subject  to  amortization,  an
impairment  is  recognized  if the carrying  amount is not  recoverable  and the
carrying  amount  exceeds the fair value of the  intangible  asset.  Amortizable
intangibles are tested for impairment if a triggering event occurs.

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


                                       26
<PAGE>

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.  We have  tax loss
carryforwards  that have been  recognized as assets on our balance sheet.  These
assets  are  subject to  expiration  from 2013 to 2023.  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 we performed an analysis
of our deferred tax assets and  projected  future  taxable  income,  a valuation
allowance  was provided for certain state and local  carryforward  tax operating
loss assets, as we determined that it was more likely than not that these assets
would not be realized during the carryforward  period. It is reasonably possible
that future  valuation  allowances  will need to be recorded if we are unable to
generate  sufficient  future  taxable income to realize such deferred tax assets
during the carryforward period.

NON-MARKETABLE EQUITY SECURITIES

         The  preferred  share  securities  in idealab!  is an  investment  in a
start-up  enterprise.  As of December  31,  2003,  the  carrying  value of these
preferred share  securities is $185,000.  It is reasonably  possible in the near
term that our 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 CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY

         On May 15, 2003, the FASB issued SFAS No. 150,  "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were previously classified as equity.

         This Statement became effective for financial  instruments entered into
or  modified  after  May 31,  2003,  and  otherwise  shall be  effective  at the
beginning  of the first  interim  period  beginning  after  June 15,  2003.  For
financial  instruments  created  before the issuance date of this  Statement and
still  existing at the beginning of the interim  period of adoption,  transition
shall  be  achieved  by  reporting  the  cumulative  effect  of a  change  in an
accounting  principle by initially  measuring the financial  instruments at fair
value or other  measurement  attribute  required by this Statement.  The Company
adopted this statement in 2003,  and has  classified its redeemable  convertible
preferred  stock  and  redeemable  common  stock  as  mezzanine  equity,  as the
instruments are not mandatorily redeemable,  but are redeemable at the option of
the holder.

GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING
INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS

         In November 2002, FASB issued FASB  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45),  which  requires  that,  for
guarantees within the scope of FIN 45 issued or amended after December 31, 2002,
a  liability  for the fair value of the  obligation  undertaken  in issuing  the
guarantee be  recognized.  On January 1, 2003,  we adopted the  recognition  and


                                       27
<PAGE>

measurement  provisions of FIN 45. The adoption of this  interpretation  did not
have a material  impact on the  consolidated  results of operations or financial
position.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

         In January 2003,  the FASB issued FASB  Interpretation  ("FIN") No. 46,
"Consolidation of Variable Interest Entities". In December 2003, the FASB issued
FIN No. 46  (Revised)  ("FIN  46-R") to address  certain  FIN 46  implementation
issues.  This  interpretation  clarifies the application of Accounting  Research
Bulletin ("ARB") No. 51, "Consolidated  Financial Statements" for companies that
have interests in entities that are Variable  Interest Entities (VIE) as defined
under FIN 46. According to this interpretation,  if a company has an interest in
a VIE and is at risk for a majority of the VIE's  expected  losses or receives a
majority of the VIE's expected gains it shall consolidate the VIE. FIN 46-R also
requires additional  disclosures by primary  beneficiaries and other significant
variable interest  holders.  For entities acquired or created before February 1,
2003,  this  interpretation  is  effective  no later  than the end of the  first
interim or reporting period ending after March 15, 2004,  except for those VIE's
that are considered to be special purpose entities, for which the effective date
is no later than the end of the first interim or annual  reporting period ending
after  December 15, 2003.  For all entities  that were  acquired  subsequent  to
January 31, 2003,  this  interpretation  is effective as of the first interim or
annual period ending after  December 31, 2003. The adoption of the provisions of
this  interpretation  did  not  have an  impact  on the  Company's  Consolidated
Financial Statements.

AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging  Activities"  ("SFAS No. 149"). SFAS No. 149
clarifies  under what  circumstances  a contract with an initial net  investment
meets  the  characteristics  of a  derivative  as  discussed  in SFAS  No.  133,
"Accounting for Derivative Instruments and Hedging Activities".  In addition, it
clarifies when a derivative contains a financing component that warrants special
reporting in the  statement  of cash flows.  SFAS No. 149 amends  certain  other
existing  pronouncements.  SFAS No. 149 is effective on a prospective  basis for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships designated after June 30, 2003. The adoption of this statement did
not have an impact on the Company's Consolidated Financial Statements.

OTHER COMMITMENTS AND CONTINGENCIES

         Within thirty days from the first  anniversary  date of the acquisition
of Guideline,  a potential deferred consideration amount (the "One Year Deferred
Consideration")  of $1 million  contingent  upon  Guideline  achieving  adjusted
EBITDA (as  defined  in the  purchase  agreement)  for the  twelve-month  period
following the acquisition  ("One Year Adjusted EBITDA") of at least $1.2 million
would be due. If One Year Adjusted EBITDA is less than $1.2 million, but greater
than $841,000,  the One Year Deferred Consideration would be between $0 and $1.0
million based on a specific formula set forth in the purchase agreement. Each of
the Sellers may separately elect to have up to fifty percent (50%) of the amount
of any One Year  Deferred  Consideration  payable to such Seller in an amount of
duly authorized and non-assessable unregistered shares of Company common stock;

         Within thirty days from the second  anniversary date of the acquisition
of Guideline,  a potential deferred consideration amount (the "Two Year Deferred
Consideration") of $1.845 million  contingent upon Guideline  achieving adjusted
EBITDA (as defined in the purchase  agreement) for the 24-month period following
the  acquisition  ("Two Year Adjusted  EBITDA") of $2.65 million plus 25% of the
amount by which Two Year Adjusted  EBITDA exceeds $2.65 million would be due. If
Two Year  Adjusted  EBITDA is less than $2.65  million,  but  greater  than $2.2
million,  the Two Year  Deferred  Consideration  would be  between $0 and $1.845
million based on a specific formula set forth in the purchase agreement.

         Contingent  consideration  of up to a maximum  of  $400,000  may become
payable to Sopheon  in the first half of 2004 if certain  customer  subscription
renewal goals, as defined in the Teltech purchase agreement, are attained.

ACQUISITIONS

GUIDELINE

         On April 1, 2003, we purchased all of the issued and outstanding  stock
of Guideline.  Guideline is a provider of quantitative  custom market  research.
Guideline's  ability  to  provide  high-level  analytic  survey  research  was a
strategic fit with our efforts to address our clients'  critical business needs.
The integration of Guideline's  services  allowed us to address the requirements
of our many  marketing and market  research  clients.  The addition of Guideline
will also make us one of the first fully  comprehensive  research  and  advisory
firms to offer an  inclusive  suite of both  primary and  secondary  specialized
business intelligence, strategic research and consulting services.

         The consideration for this acquisition consisted of the following:

                  o      Approximately  $3,895,000  paid  in  cash,  net of cash
                         acquired  (includes  $431,000 of paid transaction costs
                         as of December 31, 2003);

                  o      571,237  common  shares  (295,043 of the common  shares
                         were  placed in escrow  to secure  the  indemnification
                         obligations of the sellers);


                                       28
<PAGE>

                  o      Within thirty days from the first  anniversary  date of
                         the  acquisition,  a potential  deferred  consideration
                         amount (the "One Year  Deferred  Consideration")  of $1
                         million  contingent upon Guideline  achieving  adjusted
                         EBITDA (as defined in the purchase  agreement)  for the
                         twelve-month  period  following the  acquisition  ("One
                         Year Adjusted EBITDA") of at least $1.2 million. If One
                         Year  Adjusted  EBITDA is less than $1.2  million,  but
                         greater   than   $841,000,   the  One   Year   Deferred
                         Consideration  would be  between  $0 and  $1.0  million
                         based on a specific  formula set forth in the  purchase
                         agreement.  Each of the Sellers may separately elect to
                         have up to fifty percent (50%) of the amount of any One
                         Year Deferred  Consideration  payable to such Seller in
                         an  amount  of  duly   authorized  and   non-assessable
                         unregistered shares of Company common stock;

                  o      Within thirty days from the second  anniversary date of
                         the  acquisition,  a potential  deferred  consideration
                         amount  (the  "Two  Year  Deferred  Consideration")  of
                         $1.845  million  contingent  upon  Guideline  achieving
                         adjusted EBITDA (as defined in the purchase  agreement)
                         for the 24-month period following the acquisition ("Two
                         Year Adjusted EBITDA") of $2.65 million plus 25% of the
                         amount by which Two Year Adjusted  EBITDA exceeds $2.65
                         million. If Two Year Adjusted EBITDA is less than $2.65
                         million,  but greater than $2.2  million,  the Two Year
                         Deferred  Consideration  would be between $0 and $1.845
                         million  based on a specific  formula  set forth in the
                         purchase agreement.

         The 571,237  shares issued to the former owners of Guideline may be put
back to the Company during a 120-day period beginning April 5, 2005. Such shares
are  classified in the balance sheet as redeemable  common stock.  If the shares
are put  back to the  Company,  the cash to be paid by the  Company  will be the
greater of (i) $727,000,  which was the defined initial  redemption value of the
shares at the acquisition  date of Guideline,  or (ii) a defined average trading
price of the Company's  common shares  immediately  prior to the exercise of the
put.  However,  in the  latter  case,  the cash to be paid by the  Company  upon
exercise  of the put is limited to 150% of the initial  redemption  value of the
shares, or $1,090,000.  The redeemable common shares were recorded at their fair
value of  $760,000  when  issued.  If the fair  value of the shares at a balance
sheet date is in the range  between the initial  redemption  value of the shares
and 150% of the original amount, the redemption value of such shares is accreted
or decremented as a charge or credit, respectively, to "Capital in excess of par
value" using the defined  redemption  value of the shares at each balance  sheet
date. For the year ended December 31, 2003,  the Company  recorded  accretion on
redeemable  common stock of $250,000,  resulting in  redeemable  common stock of
$977,000 at December 31, 2003.

         Simultaneously  with  the  acquisition,   Guideline  entered  into  new
employment  agreements  with each of the sellers,  as well as three other senior
executives of Guideline.

         This  acquisition  was financed at closing with the  combination of the
Company's cash resources, the assumption of certain liabilities of Guideline and
by the receipt of cash of $3,303,000 (net of financing costs)  consisting of (a)
a  promissory  note with a  $3,000,000  face value;  (b) the issuance of 333,333
shares of convertible, redeemable, Series A preferred stock ("Preferred Stock");
and (c) the issuance of a warrant.

         The 333,333 shares of Preferred  Stock were issued pursuant to a Series
A Preferred Stock Purchase Agreement (the "Preferred Stock Purchase  Agreement")
dated April 1, 2003.  These


                                       29
<PAGE>

shares have been recorded at estimated fair value of $693,000 using the relative
fair  value  method.  The  Preferred  Stock is  convertible  into  shares of the
Company's common stock  one-for-one,  subject to adjustment for certain dilutive
issuances,  splits and  combinations.  The Preferred Stock is also redeemable at
the option of the holders of the Preferred  Stock  beginning April 1, 2009, at a
redemption  price of $1.50 per share,  or  $500,000 in the  aggregate,  plus all
accrued but unpaid dividends. The holders of the Preferred Stock are entitled to
receive  cumulative  dividends,  prior and in preference to any  declaration  or
payment of any dividend on the common stock of the Company, at the rate of 8% on
the  $500,000  redemption  value,  per annum,  payable  in cash or  through  the
issuance of additional  shares of Preferred  Stock at the Company's  discretion.
The  holders  of shares of  Preferred  Stock have the right to one vote for each
share of  common  stock  into  which  shares  of the  Preferred  Stock  could be
converted  into,  and with  respect  to such  vote,  each  holder  of  shares of
Preferred Stock has full voting rights and powers equal to the voting rights and
powers of the holders of the Company's common stock. For the year ended December
31, 2003,  the Company  recorded  preferred  dividends of $30,000,  resulting in
Preferred Stock of $530,000 at December 31, 2003.

         In connection with this loan agreement and the Preferred Stock Purchase
Agreement,  the  Company  issued a warrant  to  purchase  675,000  shares of the
Company's  common  stock,  at an  exercise  price of $.01 per share,  subject to
adjustment for  reorganization  or distribution of common stock, or the issuance
of convertible or option  securities (the "Warrant").  This Warrant was recorded
at its  estimated  fair value of $742,000  using the relative fair value method.
The Warrant is immediately  exercisable,  and, for a four-year period commencing
in 2009,  the  holder  has the right to cause the  Company  to use  commercially
reasonable  efforts to  complete a private  placement  to sell the 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 the holder so notifies the Company that it is exercising  its put
right.

         We also entered into an investor rights agreement (the "Investor Rights
Agreement")  dated April 1, 2003 among Petra  Mezzanine  Fund,  L.P.  ("Petra"),
David Walke,  the Company's CEO, and Martin  Franklin,  Chairman of the Board of
the Company,  pursuant to which,  among other things,  Petra was granted certain
rights with respect to the Company's  Common Stock  issuable upon  conversion of
the Preferred  Stock and Warrant.  The Investor  Rights  Agreement also provides
Petra with certain registration, demand, piggyback and co-sale rights.

         We will  finalize  our  valuation  of the  assets  and  liabilities  we
acquired for our allocation of the purchase  price of the Guideline  transaction
by the end of the first quarter of 2004.

TELTECH

         As of July 1, 2003, Ttech Acquisition Corp. ("Ttech"),  a subsidiary of
the Company,  purchased from Sopheon Corporation  ("Sopheon") assets and assumed
certain  specified  liabilities of Sopheon's  Teltech business unit ("Teltech").
Teltech is a provider of custom  research and information  services,  focused on
R&D and engineering  departments of larger corporations,  markets into which the
Company would like to expand. This acquisition offered significant cross-selling
opportunities and cost synergies.

         The consideration for this acquisition consisted of the following:


                                       30
<PAGE>

                  o    Approximately  $3,075,000 paid in cash (including $17,000
                       of  transaction  costs).  As of December 31, 2003, of the
                       $163,000 in transaction costs,  approximately $146,000 of
                       transaction costs remains accrued.

                  o    32,700 unregistered shares of the Company's Common Stock,
                       valued at $50,000.  These shares were placed in escrow to
                       secure the indemnification obligations of the Sellers set
                       forth in the  purchase  agreement  through June 25, 2004,
                       pursuant  to  an  escrow  agreement  among  Sopheon,  the
                       Company,  Ttech  and  Kane  Kessler,  P.C.  (the  "Escrow
                       Agreement").

                  o    Contingent  consideration  of up to a maximum of $400,000
                       may become payable by the Company to Sopheon in the first
                       half of 2004 if  certain  customer  subscription  renewal
                       goals,  as  defined  in  the  purchase   agreement,   are
                       attained.

         The acquisition was funded at closing as follows:

                  o    The Company's available cash resources

                  o    A private placement whereby the Company raised $2,376,000
                       through the  issuance of  1,616,685  shares of its common
                       stock and  warrants  to  purchase  808,293  shares of its
                       common  stock (the  "Private  Placement  Warrants").  The
                       Private  Placement  Warrants are immediately  exercisable
                       for a period of three years up to and including the close
                       of business on July 11, 2006,  after  which,  the Private
                       Placement Warrants expire. The Private Placement Warrants
                       have an  exercise  price of $1.47 per  share,  subject to
                       adjustment for certain defined events to avoid dilution.

                  o    The receipt of $416,000 of cash (net of financing  costs)
                       from the  issuance of a $500,000  promissory  note with a
                       relative  fair  value of $320,000 and warrant to purchase
                       70,000  shares  of  the  Company's  common  stock  with a
                       relative fair value of $96,000.

         The Company is in the process of finalizing its valuation of the assets
and  liabilities  it has acquired and assumed for its allocation of the purchase
price of the Teltech transaction.  The Company expects to finalize its valuation
no later than the second quarter of 2004. The Company's  preliminary  allocation
of the purchase  price of the Guideline and Teltech  acquisitions  is subject to
refinement based on the final determination of fair values.

         The following table sets forth the components of the purchase price for
both the Guideline and Teltech acquisitions:


<TABLE>
<CAPTION>
                                                                            Guideline             Teltech              Total
                                                                            ---------             -------              -----
<S>                                                                        <C>                 <C>                 <C>
Cash paid (including transaction costs)                                    $ 3,895,000         $  3,075,000        $ 6,970,000
Accrued transaction costs                                                           --              146,000            146,000
Common stock issued to sellers                                                 760,000               50,000            810,000
                                                                     ---------------------------------------------------------
   Total purchase consideration                                            $ 4,655,000         $  3,271,000        $ 7,926,000
                                                                     =========================================================
</TABLE>

         The following  table provides the  preliminary  estimated fair value of
the acquired assets and assumed liabilities:


                                       31
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                            Guideline             Teltech              Total
                                                                            ---------             -------              -----
<S>                                                                        <C>                 <C>                 <C>
Current assets                                                          $    1,786,000         $  1,235,000        $ 3,021,000
Property and equipment                                                         102,000              287,000            389,000
Other assets                                                                   267,000                   --            267,000
Liabilities assumed, current                                                (2,236,000)          (3,358,000)        (5,594,000)
Liabilities assumed, non-current                                               (67,000)                  --            (67,000)
                                                                     ---------------------------------------------------------
   Fair value of net liabilities assumed                                      (148,000)          (1,836,000)        (1,984,000)
Preliminary goodwill                                                         4,234,000            4,456,000          8,690,000
Amortizable intangible assets                                                  421,000              527,000            948,000
Indefinite-lived intangible assets                                             148,000              124,000            272,000
                                                                     ---------------------------------------------------------
  Total purchase consideration                                          $    4,655,000         $  3,271,000        $ 7,926,000
                                                                     =========================================================

------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         In accordance  with the  provisions of SFAS No. 142 "Goodwill and other
Intangible  Assets",  we will not amortize  goodwill and other intangible assets
with indefinite  lives recorded in connection with the acquisitions of Guideline
and  Teltech.  We will perform an annual  impairment  test of goodwill and other
intangible assets, once finalized, but have not yet determined what effect these
tests will have on the results of operations  or the  financial  position of the
Company in future periods.

         Amortizable  intangible  assets are amortized over a period of 7 years.
Amortization  of intangible  assets was $83,000 for the year ended  December 31,
2003.

         The unaudited pro forma  information  below represents our consolidated
results of  operations  as if the  acquisitions  of  Guideline  and  Teltech had
occurred as of January 1, 2003 and 2002. The unaudited pro forma information has
been included for  comparative  purposes and is not indicative of the results of
operations  of the  consolidated  Company  had the  acquisition  occurred  as of
January 1, 2003 and 2002, nor is it necessarily indicative of future results.

PRO FORMA RESULTS OF OPERATIONS (UNAUDITED)

-------------------------------------------------------------------------------
                                                        TWELVE MONTHS ENDED
                                                            DECEMBER 31,
                                                       2003            2002
                                                       ----            ----
Total pro forma revenue                             $37,200,000    $ 37,975,000
Pro forma net income (loss)                         $   134,000    $   (339,000)
Pro forma earnings (loss) per share
attributable to common shareholders:
       Basic and diluted                            $      0.01    $      (0.04)
-------------------------------------------------------------------------------

         On a pro forma basis,  revenues are recorded  primarily based on usage,
resulting  in lower  recognized  revenue  in 2003  than in 2002.  On a pro forma
basis,  content  costs and  various  indirect  costs were  further  streamlined,
resulting in greater cost synergies in 2003 than in 2002.

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


                                       32
<PAGE>

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  60% of our total  revenues in 2003 from QCS,
our  subscription-based  retainer business. In the year ended December 31, 2003,
QCS  experienced a 14.8% decrease in retainer  clients,  and a 12.0% decrease in
holders of it's the QCS membership card. We may not be successful in maintaining
retainer  renewal  rates or the size of its  retainer  client  base.  Also,  our
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 our 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 our clients.

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

         If we are unable to successfully maintain our retainer rates or sustain
the  necessary  level of  performance,  such an inability  could have a material
adverse  effect on our 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 AND
QUANTITATIVE MARKET RESEARCH ENGAGEMENTS.

         We  derived  approximately  5% of our  revenues  during  the year ended
December 31, 2003,  from SCRG and  approximately  24% of our revenues during the
year ended December 31, 2003, from  Quantitative  Market Research.  We currently
anticipate  growth in revenues  from SCRG and  Quantitative  Market  Research as
projected demand increases for projects of longer duration and complexity.  SCRG
and Quantitative Market Research  engagements vary in number, size and scope and
typically are project based and non-recurring.  Our ability to replace completed
SCRG and  Quantitative  Market  Research  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 our 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.


                                       33
<PAGE>

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

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

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

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

         Our  operating  results vary from quarter to quarter.  We expect future
operating results to fluctuate due to several factors,  many of which are out of
our 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 and subscriptions of
              our QCS and Teltech services.

         o    The mix of QCS and Teltech  revenue  versus SCRG and  Quantitative
              Market Research revenue.

         o    The  number,  size  and  scope  of SCRG  and  Quantitative  Market
              Research  engagements  in  which we are  engaged,  the  degree  of
              completion of such  engagements,  and our ability to complete such
              engagements.

         o    The timing and amount of new business generated by us.

         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 and
              Quantitative Market Research engagements.

         o    Changes in the spending patterns of our clients.

         o    Our accounts receivable collection experience.

         o    Competitive conditions in the industry.

         Due to  these  factors,  we  believe  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.

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

         o    Introduction of new products and obsolescence of others.

         o    Changing  client demands  concerning the marketing and delivery of
              our products and services.


                                       34
<PAGE>

         This  environment of rapid and continuous  change presents  significant
challenges  to our  ability to  provide  our  clients  with  current  and timely
analysis  and  advice on issues of  importance  to them.  We commit  substantial
resources to meeting these challenges.  If we fail to provide  insightful timely
information in a manner that meets changing  market needs,  such a failure could
have a material and adverse effect on our future operating results.

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

         We need to hire,  train and retain a  significant  number of additional
qualified  employees  to  execute  our  strategy  and  support  our  growth.  In
particular,  we need  trained  consultants,  corporate  sales  specialists,  and
product  development  and operations  staff.  We continue to experience  intense
competition  in  recruiting  and  retaining  qualified  employees.  The  pool of
experienced  candidates is small, and we compete for qualified employees against
many companies.  If we are unable to successfully  hire,  retain, and motivate a
sufficient number of qualified employees, such an inability will have a material
adverse effect on our business and financial results.

WE FACE SEVERE COMPETITION.

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

         Our current and future  competitors  may develop  products and services
that are more  effective  than our products and services.  Competitors  may also
produce  their  products  and  services  at  less  cost  and  market  them  more
effectively.  If we are unable to successfully  compete against  existing or new
competitors,  such an  inability  will  have a  material  adverse  effect on our
operating results and would likely result in pricing pressure and loss of market
share.

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

         Our future  success  depends on our  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, we have formed several strategic
alliances with other information  providers and various business associations in
order to expand  our  client  base and allow for the  rollout  of a new  service
continuum.  If we are unable to develop new  products and services or manage our
strategic investments,  such inabilities could have a material adverse effect on
our operating results.

WE ARE DEPENDENT ON KEY PERSONNEL, THE LOSS OF ANY MAY ADVERSELY AFFECT US.

         We  rely,  and  will  continue  to  rely,  in  large  part  on our  key
management,  research,  consulting,  sales,  product  development and operations
personnel.  Our success in part  depends on our  ability to motivate  and retain
highly  qualified  employees.  If a majority  of the  members  of our  Operating
Management  Group leave the  Company,  such loss or losses could have a material
adverse effect on us.


                                       35
<PAGE>

OUR PRODUCT PRICING MAY LIMIT OUR POTENTIAL MARKET.

         Our  pricing  strategy  may limit  the  potential  market  for our QCS,
Teltech, SCRG, and Quantitative Market Research services. As a result, we may be
required to reduce prices for our various  services or to introduce new products
and  services  with lower prices in order to expand or maintain our market share
or broaden our target market. These actions could have a material adverse effect
on our business and results of operations.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.

         Growth places  significant  demands on our management,  administrative,
operational  and financial  resources.  Our ability to manage growth,  should it
continue  to occur,  will  require us to  continue to improve our systems and to
motivate and  effectively  manage an evolving  workforce.  If our  management is
unable to effectively manage a changing and growing business, the quality of our
products, our retention of key employees, and our 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 our business strategy, we look to buy or make investments in
complementary  businesses,  products and services. If we find a business we wish
to acquire,  we 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 our
financial condition or results of operations. In addition, we 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 SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

         We have  significant  indebtedness  with a face value of  approximately
$5.3 million,  comprised of  approximately  $1.2 million of senior debt and $3.5
million of subordinated debt.


                                       36
<PAGE>

Additionally,  we have approximately  $320,000 of availability remaining under a
$1.0 million senior line of credit which would create additional indebtedness if
drawn down upon. The affirmative, negative and financial covenants of these debt
facilities  could limit our future  financial  flexibility.  The associated debt
service  costs  and  principal  repayment  could  impair  future  cash  flow and
operating  results.  Our  outstanding  debt  may  limit  the  amount  of cash or
additional credit available to us, which could restrain our ability to expand or
enhance products and services, respond to competitive pressures or pursue future
business opportunities requiring substantial investments of additional capital.

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

         In April 2001,  due to our 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

         Our primary exposures to market risks include  fluctuations in interest
rates on our short-term and long-term borrowings with a balance of $1,876,000 as
of December 31, 2003 under a 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 our consolidated  financial  statements.  However, no
assurance can be given that such a risk will not have a material  adverse effect
on our financial statements in the future.

         As of  December  31,  2003,  the  outstanding  balance  on  all  of our
variable-rate  credit  facilities  was  $1,876,000.  Based on this  balance,  an
immediate  change of one  percent in the  interest  rate would cause a change in
interest expense of  approximately  $20,000 on an annual basis. Our 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.

         During  2003,  we  borrowed  approximately  $676,000  under the Line of
Credit,  and as of December 31,  2003,  approximately  the same was  outstanding
under this line. Interest expense related to this note amounted to approximately
$14,000 for the year ended December 31, 2003.


                                       37
<PAGE>

         Except  as set  forth in the  preceding  paragraph,  there  has been no
material  change in our  assessment  of our  sensitivity  to  market  risk as of
December 31, 2003, as compared to the information  included in Part II, Item 7A,
"Quantitative  and Qualitative  Disclosures About Market Risk", of our Form 10-K
for the year ended  December 31, 2002, as filed with the Securities and Exchange
Commission on April 11, 2003.

         We do not  invest or trade in any  derivative  financial  or  commodity
instruments, nor do we 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-33.

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

         None.

ITEM 9A. CONTROLS AND PROCEDURES

         Our management,  with the  participation of our Chief Executive Officer
and Chief Financial  Officer,  has evaluated the effectiveness of our disclosure
controls  and  procedures  (as  such  term is  defined  in Rules  13a-15(e)  and
15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period
covered by this report.  Based on such evaluation,  our Chief Executive  Officer
and Chief  Financial  Officer have concluded that, as of the end of such period,
the Company's  disclosure  controls and  procedures  are effective in recording,
processing,  summarizing, and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

          During the quarter  ended June 30, 2003,  we  integrated  the internal
controls of Guideline as a result of its  acquisition by the Company on April 1,
2003. Our management,  including the Chief Executive Officer and Chief Financial
Officer, also concluded that Guideline's controls and procedures were effective.

          During the  quarter  ended  September  30,  2003,  we  integrated  the
internal  controls of Teltech as a result of its  acquisition  by the Company on
July 1, 2003. Our management,  including the Chief  Executive  Officer and Chief
Financial  Officer,  also concluded that Teltech's  controls and procedures were
effective.

         Except as mentioned  above,  there have been no significant  changes in
our  internal  controls  or in other  factors  that could  significantly  affect
internal controls subsequent to the date of their evaluation.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information  required by Item 10, including  information  regarding
directors,  membership  and  function  of the  audit  committee,  including  the
financial  expertise of its members,  Section 16(a) compliance and the Company's
code  of  Ethics,   appearing  under  the


                                       38
<PAGE>

captions "Election of Directors," "Committees of the Board," "Other Matters" and
"Code  of  Ethics"  of our  proxy  statement  for the  2004  Annual  Meeting  of
Stockholders  is  incorporated  herein  by  reference.  The proxy  statement  is
anticipated to be filed with the Commission on or about April 29, 2004.

ITEM 11.  EXECUTIVE COMPENSATION

         The  information  required  by  Item 11  appearing  under  the  caption
"Executive  Compensation"  of our proxy statement for the 2004 Annual Meeting of
Stockholders  is  incorporated  herein  by  reference.  The proxy  statement  is
anticipated to be filed with the Commission on or about April 29, 2004.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table provides information  regarding  compensation plans
under which equity  securities of the Company are  authorized for issuance as of
December 31, 2003:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                     Number of securities to                                     Number of
                                                     be issued upon exercise                                     securities
                                                     of outstanding options,        Weighted-average            available for
            Plan category                             warrants, and rights          exercise price            future issuance
            -------------                            -----------------------        ----------------          ---------------

<S>                                                       <C>                           <C>                       <C>
EQUITY COMPENSATION PLANS APPROVED BY
    SECURITY HOLDERS:

FIND/SVP, Inc. 1996 Stock Incentive Plan                  1,825,900                     $   0.94                  723,938

FIND/SVP, Inc. 2003 Stock Incentive Plan                    812,500                         1.33                  687,500
                                                          ---------                     --------                ---------
Total                                                     2,638,400                     $   1.06                1,411,438
                                                          =========                     ========                =========

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         For a description of the equity compensation plans above, see Note 8 of
Item 8. Financial  Statements and Supplementary Data appearing elsewhere in this
Form 10-K.

         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 our proxy statement for the 2004
Annual Meeting of Stockholders is  incorporated  herein by reference.  The proxy
statement is  anticipated  to be filed with the Commission on or about April 29,
2004.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required  by  Item 13  appearing  under  the  caption
"Certain  Relationships and Related Transactions" of our proxy statement for the
2004 Annual Meeting of  Stockholders is  incorporated  herein by reference.  The
proxy statement is anticipated to be filed with the Commission on or about April
29, 2004.


                                       39
<PAGE>

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The  information  required  by  Item 14  appearing  under  the  caption
"Principal  Accountant  Fees and  Services" of our proxy  statement for the 2004
Annual Meeting of Stockholders is  incorporated  herein by reference.  The proxy
statement is  anticipated  to be filed with the Commission on or about April 29,
2004.


                                       40
<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:
<TABLE>
<CAPTION>
                                                                                             Location
                                                                                              In 10-K
                                                                                        --------------------

<S>                                                                                               <C>
         Index to Consolidated Financial Statements and Schedule                                F-1

         Independent Auditors' Report                                                           F-2

         Consolidated balance sheets - December 31, 2003 and 2002                               F-3

         Consolidated statements of operations - Years ended December 31, 2003,
         2002 and 2001                                                                          F-4

         Consolidated statements of changes in shareholders' equity - Years ended
         December 31, 2003, 2002 and 2001                                                       F-5

         Consolidated statements of cash flows - Years ended December 31, 2003,
         2002 and 2001                                                                          F-6

         Notes to consolidated financial statements                                             F-7


(2) Financial Statement Schedule:

         Independent Auditors' Report on Supplemental Schedule                                 F-32

         Valuation and Qualifying Accounts on Schedule II                                      F-33
</TABLE>

(b) Reports on Form 8-K

         In a Form 8-K filed on November 17, 2003, the Company filed a press
         release announcing its third quarter 2003 earnings.

(c) Exhibits:

<TABLE>
<CAPTION>
        Exhibit Number            Description of Exhibit
        --------------            -----------------------
<S>                               <C>
        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)
</TABLE>


                                       41
<PAGE>

<TABLE>
<S>                               <C>
        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                       Certificate  of  Amendment of  Certificate  of Incorporation of the Company
                                  (incorporated by reference to the  Company's  Form 8-K filed on April 16, 2003).

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

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

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

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

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

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

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

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


                                       42
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

        *10.18                    Separation Agreement, dated December 31, 2003, between the Company and Andrew P.
                                  Garvin

        10.19                     Stock Purchase Agreement, dated as of April 1, 2003, by and among Jay L.
                                  Friedland, Robert La Terra, Guideline Research Corp. and the Company
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.20                     Escrow Agreement, dated as of April 1, 2003, by and among Jay L. Friedland,
                                  Robert La Terra, Morris Whitcup, the Company, Inc. and Kane Kessler, P.C.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)
</TABLE>


                                       43
<PAGE>

<TABLE>
<S>                               <C>
        10.21                     Employment Agreement, dated as of April 1, 2003, by and between Jay L. Friedland
                                  and Guideline Research Corp. (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003)

        10.22                     Employment Agreement, dated as of April 1, 2003, by and between Robert La Terra
                                  and Guideline Research Corp. (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003)

        10.23                     Stock Option Agreement, dated April 1, 2003, by and between the Company and
                                  Robert La Terra (incorporated by reference to the Company's Form 8-K filed on
                                  April 16, 2003)

        10.24                     Promissory Note, dated as of April 1, 2003, made by the Company in favor of
                                  Petra Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.25                     Loan Agreement, dated as of April 1, 2003, by and between Petra Mezzanine Fund,
                                  L.P. and the Company (incorporated by reference to the Company's Form 8-K filed
                                  on April 16, 2003)

        10.26                     Security Agreement, dated as of April 1, 2003, made by the Company in favor of
                                  Petra Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.27                     Trademark and Patent Security Agreement, dated as of April 1, 2003, made by the
                                  Company in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)

        10.28                     Security Agreement, dated as of April 1, 2003, made by Guideline Research Corp.,
                                  Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc.
                                  and Guideline Consulting Corp. in favor of Petra Mezzanine Fund, L.P.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.29                     Guaranty Agreement, dated as of April 1, 2003, made by Guideline Research Corp.,
                                  Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc.
                                  and Guideline Consulting Corp. in favor of Petra Mezzanine Fund, L.P.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.30                     Series A Preferred Stock Purchase Agreement, dated as of April 1, 2003, by and
                                  between Petra Mezzanine Fund, L.P. and the Company (incorporated by reference to
                                  the Company's Form 8-K filed on April 16, 2003)

        10.31                     Stock Purchase Warrant issued as of April 1, 2003, by the Company to Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on April 16, 2003)

        10.32                     Investor Rights Agreement, dated as of April 1, 2003, by and among the Company,
                                  Petra Mezzanine Fund, L.P., Martin E. Franklin and David Walke (incorporated by
                                  reference to the Company's Form 8-K filed on April 16, 2003)

        10.33                     Amended and Restated Term Promissory Note, dated as of April 1, 2003, made by
                                  the Company in favor of JPMorgan Chase Bank (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)
</TABLE>


                                       44
<PAGE>

<TABLE>
<S>                               <C>
        10.34                     Amended and Restated Senior Grid Promissory Note, dated as of April 1, 2003, made by
                                  the Company in favor of JPMorgan Chase Bank (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)

        10.35                     Amendment No. 1 to Security Agreement, dated as of April 1, 2003, made by the
                                  Company and JPMorgan Chase Bank (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003)

        10.36                     Subordination Agreement, dated as of April 1, 2003, Petra Mezzanine Fund, L.P.,
                                  the Company, Guideline Research Corp., Tabline Data Services, Inc.,
                                  Guideline/Chicago, Inc., Advanced Analytics, Inc., Guideline Consulting Corp.,
                                  and JPMorgan Chase Bank. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.37                     Subsidiary Security Agreement, dated as of April 1, 2003, made by Guideline
                                  Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced
                                  Analytics, Inc. and Guideline Consulting Corp. in favor of JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.38                     Subsidiary Guaranty Agreement, dated as of April 1, 2003, made by Guideline
                                  Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced
                                  Analytics, Inc. and Guideline Consulting Corp. in favor of JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.39                     Amended and Restated Asset Purchase Agreement, dated as of June 25, 2003, by and
                                  between TTech Acquisition Corp., the Company, Sopheon Corporation, and Sopheon PLC
                                  (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.40                     Escrow Agreement, dated as of July 1, 2003, by and between TTech Acquisition
                                  Corp., the Company, Sopheon Corporation, Sopheon PLC, and U.S. BANK NATIONAL
                                  ASSOCIATION (incorporated by reference to the Company's Form 8-K filed on July
                                  16, 2003)

        10.41                     Promissory Note, dated as of July 1, 2003, made by the Company in favor of Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on July 16, 2003)

        10.42                     Amended and Restated Loan Agreement, dated July 1, 2003, by and between Petra
                                  Mezzanine Fund, L.P. and the Company (incorporated by reference to the Company's
                                  Form 8-K filed on July 16, 2003)

        10.43                     First Amendment to Security Agreement, dated July 1, 2003, by and between the
                                  Company and Petra Mezzanine Fund, L.P.  (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)

        10.44                     Amended and Restated Security Agreement, dated July 1, 2003, by and between
                                  Guideline Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc.,
                                  Advanced Analytics, Inc., Guideline Consulting Corp., and TTech Acquisition
                                  Corp. in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)
</TABLE>


                                       45
<PAGE>

<TABLE>
<S>                               <C>
        10.45                     Amended and Restated Guaranty Agreement, dated July 1, 2003, by and between
                                  Guideline Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc.,
                                  Advanced Analytics, Inc., Guideline Consulting Corp., and TTech Acquisition
                                  Corp. in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)

        10.46                     Stock Purchase Warrant issued as of July 1, 2003, by the Company to Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on July 16, 2003)

        10.47                     Amendment No. 1 to Investor Rights Agreement, dated as of July 1, 2003, by and
                                  among the Company, Petra Mezzanine Fund, L.P., Martin E. Franklin and David
                                  Walke (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.48                     Amendment No. 1 to Amended And Restated Term Promissory Note, dated as of July
                                  1, 2003, made by the Company in favor of JPMorgan Chase Bank (incorporated by
                                  reference to the Company's Form 8-K filed on July 16, 2003)

        10.49                     Amendment No. 1 to Amended And Restated Senior Grid Promissory Note, dated as of
                                  July 1, 2003, made by the Company in favor of JPMorgan Chase Bank (incorporated
                                  by reference to the Company's Form 8-K filed on July 16, 2003)

        10.50                     First Amendment to Subordination Agreement, dated July 1, 2003, by and among
                                  Petra Mezzanine Fund, L.P., the Company, Guideline Research Corp., Tabline Data
                                  Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc., Guideline
                                  Consulting Corp., and TTech Acquisition Corp., and JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.51                     Subsidiary Security Agreement, dated as of July 1, 2003, made by TTech
                                  Acquisition Corp. in favor of JPMorgan Chase Bank (incorporated by reference to
                                  the Company's Form 8-K filed on July 16, 2003)

        10.52                     Subsidiary Guaranty Agreement, dated as of July 1, 2003, made by TTech
                                  Acquisition Corp. in favor of JPMorgan Chase Bank (incorporated by reference to
                                  the Company's Form 8-K filed on July 16, 2003)

        *21.1                     List of Subsidiaries

        *23.1                     Consent of Independent Auditors

        *31.1                     Certification of Chief Executive Officer pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002

        *31.2                     Certification of Chief Financial Officer pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002

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

* Filed herewith.

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


                                       46
<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
                                         March 26, 2004

Pursuant to the requirements 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
    --------------------------------------------- March 26, 2004
    David Walke

(2) Principal Financial Officer and Principal
    Accounting Officer:

    /s/ PETER M. STONE                            Chief Financial Officer
    --------------------------------------------- March 26, 2004
    Peter M. Stone

(3) Board of Directors:

    /s/ ANDREW P. GARVIN                          Founder and Director
    --------------------------------------------- March 26, 2004
    Andrew P. Garvin

    /s/ MARTIN E. FRANKLIN                        Chairman of Board of Directors
    --------------------------------------------- March 26, 2004
    Martin E. Franklin

    /s/ MARC L. REISCH                            Director
    --------------------------------------------- March 26, 2004
    Marc L. Reisch

    /s/ DENISE L. SHAPIRO                         Director
    --------------------------------------------- March 26, 2004
    Denise L. Shapiro

    /s/ ROBERT J. SOBEL                           Director
    --------------------------------------------- March 26, 2004
    Robert J. Sobel

    /s/ WARREN STRUHL                             Director
    --------------------------------------------- March 26, 2004
    Warren Struhl


                                       47

<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit Number                                         Description of Exhibit
        --------------                                         -----------------------

<S>                               <C>
        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                       Certificate of Amendment of Certificate of Incorporation of the Company (incorporated
                                  by reference to the Company's Form 8-K filed on April 16, 2003).

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

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

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

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

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


                                       E-1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

        #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)
</TABLE>


                                       E-2
<PAGE>

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

        *10.18                    Separation Agreement, dated December 31, 2003, between the Company and Andrew P.
                                  Garvin

        10.19                     Stock Purchase Agreement, dated as of April 1, 2003, by and among Jay L.
                                  Friedland, Robert La Terra, Guideline Research Corp. and the Company
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.20                     Escrow Agreement, dated as of April 1, 2003, by and among Jay L. Friedland,
                                  Robert La Terra, Morris Whitcup, the Company, Inc. and Kane Kessler, P.C.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.21                     Employment Agreement, dated as of April 1, 2003, by and between Jay L. Friedland
                                  and Guideline Research Corp. (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003

        10.22                     Employment Agreement, dated as of April 1, 2003, by and between Robert La Terra
                                  and Guideline Research Corp. (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003)

        10.23                     Stock Option Agreement, dated April 1, 2003, by and between the Company and
                                  Robert La Terra (incorporated by reference to the Company's Form 8-K filed on
                                  April 16, 2003)

        10.24                     Promissory Note, dated as of April 1, 2003, made by the Company in favor of
                                  Petra Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.25                     Loan Agreement, dated as of April 1, 2003, by and between Petra Mezzanine Fund,
                                  L.P. and the Company (incorporated by reference to the Company's Form 8-K filed
                                  on April 16, 2003)

        10.26                     Security Agreement, dated as of April 1, 2003, made by the Company in favor of
                                  Petra Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.27                     Trademark and Patent Security Agreement, dated as of April 1, 2003, made by the
                                  Company in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)

        10.28                     Security Agreement, dated as of April 1, 2003, made by Guideline Research Corp.,
                                  Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc.
                                  and Guideline Consulting Corp. in favor of Petra Mezzanine Fund, L.P.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.29                     Guaranty Agreement, dated as of April 1, 2003, made by Guideline Research Corp.,
                                  Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc.
                                  and Guideline Consulting Corp. in favor of Petra Mezzanine Fund, L.P.
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)
</TABLE>


                                       E-3
<PAGE>

<TABLE>
<S>                               <C>
        10.30                     Series A Preferred Stock Purchase Agreement, dated as of April 1, 2003, by and
                                  between Petra Mezzanine Fund, L.P. and the Company (incorporated by reference to
                                  the Company's Form 8-K filed on April 16, 2003)

        10.31                     Stock Purchase Warrant issued as of April 1, 2003, by the Company to Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on April 16, 2003)

        10.32                     Investor Rights Agreement, dated as of April 1, 2003, by and among the Company,
                                  Petra Mezzanine Fund, L.P., Martin E. Franklin and David Walke (incorporated by
                                  reference to the Company's Form 8-K filed on April 16, 2003)

        10.33                     Amended and Restated Term Promissory Note, dated as of April 1, 2003, made by
                                  the Company in favor of JPMorgan Chase Bank (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)

        10.34                     Amended and Restated Senior Grid Promissory Note, dated as of April 1, 2003, made by
                                  the Company in favor of JPMorgan Chase Bank (incorporated by reference to the
                                  Company's Form 8-K filed on April 16, 2003)

        10.35                     Amendment No. 1 to Security Agreement, dated as of April 1, 2003, made by the
                                  Company and JPMorgan Chase Bank (incorporated by reference to the Company's Form
                                  8-K filed on April 16, 2003)

        10.36                     Subordination Agreement, dated as of April 1, 2003, Petra Mezzanine Fund, L.P.,
                                  the Company, Guideline Research Corp., Tabline Data Services, Inc.,
                                  Guideline/Chicago, Inc., Advanced Analytics, Inc., Guideline Consulting Corp.,
                                  and JPMorgan Chase Bank. (incorporated by reference to the Company's Form 8-K
                                  filed on April 16, 2003)

        10.37                     Subsidiary Security Agreement, dated as of April 1, 2003, made by Guideline
                                  Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced
                                  Analytics, Inc. and Guideline Consulting Corp. in favor of JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.38                     Subsidiary Guaranty Agreement, dated as of April 1, 2003, made by Guideline
                                  Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc., Advanced
                                  Analytics, Inc. and Guideline Consulting Corp. in favor of JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on April 16, 2003)

        10.39                     Amended and Restated Asset Purchase Agreement, dated as of June 25, 2003, by and
                                  between TTech Acquisition Corp., the Company, Sopheon Corporation, and Sopheon PLC
                                  (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.40                     Escrow Agreement, dated as of July 1, 2003, by and between TTech Acquisition
                                  Corp., the Company, Sopheon Corporation, Sopheon PLC, and U.S. BANK NATIONAL
                                  ASSOCIATION (incorporated by reference to the Company's Form 8-K filed on July
                                  16, 2003)

        10.41                     Promissory Note, dated as of July 1, 2003, made by the Company in favor of Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on July 16, 2003)
</TABLE>


                                       E-4
<PAGE>

<TABLE>
<S>                               <C>
        10.42                     Amended and Restated Loan Agreement, dated July 1, 2003, by and between Petra
                                  Mezzanine Fund, L.P. and the Company (incorporated by reference to the Company's
                                  Form 8-K filed on July 16, 2003)

        10.43                     First Amendment to Security Agreement, dated July 1, 2003, by and between the
                                  Company and Petra Mezzanine Fund, L.P.  (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)

        10.44                     Amended and Restated Security Agreement, dated July 1, 2003, by and between
                                  Guideline Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc.,
                                  Advanced Analytics, Inc., Guideline Consulting Corp., and TTech Acquisition
                                  Corp. in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)

        10.45                     Amended and Restated Guaranty Agreement, dated July 1, 2003, by and between
                                  Guideline Research Corp., Tabline Data Services, Inc., Guideline/Chicago, Inc.,
                                  Advanced Analytics, Inc., Guideline Consulting Corp., and TTech Acquisition
                                  Corp. in favor of Petra Mezzanine Fund, L.P. (incorporated by reference to the
                                  Company's Form 8-K filed on July 16, 2003)

        10.46                     Stock Purchase Warrant issued as of July 1, 2003, by the Company to Petra
                                  Mezzanine Fund, L.P. (incorporated by reference to the Company's Form 8-K filed
                                  on July 16, 2003)

        10.47                     Amendment No. 1 to Investor Rights Agreement, dated as of July 1, 2003, by and
                                  among the Company, Petra Mezzanine Fund, L.P., Martin E. Franklin and David
                                  Walke (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.48                     Amendment No. 1 to Amended And Restated Term Promissory Note, dated as of July
                                  1, 2003, made by the Company in favor of JPMorgan Chase Bank (incorporated by
                                  reference to the Company's Form 8-K filed on July 16, 2003)

        10.49                     Amendment No. 1 to Amended And Restated Senior Grid Promissory Note, dated as of
                                  July 1, 2003, made by the Company in favor of JPMorgan Chase Bank (incorporated
                                  by reference to the Company's Form 8-K filed on July 16, 2003)

        10.50                     First Amendment to Subordination Agreement, dated July 1, 2003, by and among
                                  Petra Mezzanine Fund, L.P., the Company, Guideline Research Corp., Tabline Data
                                  Services, Inc., Guideline/Chicago, Inc., Advanced Analytics, Inc., Guideline
                                  Consulting Corp., and TTech Acquisition Corp., and JPMorgan Chase Bank
                                  (incorporated by reference to the Company's Form 8-K filed on July 16, 2003)

        10.51                     Subsidiary Security Agreement, dated as of July 1, 2003, made by TTech
                                  Acquisition Corp. in favor of JPMorgan Chase Bank (incorporated by reference to
                                  the Company's Form 8-K filed on July 16, 2003)

        10.52                     Subsidiary Guaranty Agreement, dated as of July 1, 2003, made by TTech
                                  Acquisition Corp. in favor of JPMorgan Chase Bank (incorporated by reference to
                                  the Company's Form 8-K filed on July 16, 2003)

        *21.1                     List of Subsidiaries

        *23.1                     Consent of Independent Auditors

        *31.1                     Certification of Chief Executive Officer pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002
</TABLE>


                                       E-5
<PAGE>

<TABLE>
<S>                               <C>
        *31.2                     Certification of Chief Financial Officer pursuant to Section 302 of the
                                  Sarbanes-Oxley Act of 2002

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

* Filed herewith.

# This exhibit represents a management contract or a compensatory plan.
</TABLE>


                                       E-6
<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, 2003 and 2002                F-3

Consolidated Statements of Operations
    for the years ended December 31, 2003, 2002 and 2001                    F-4

Consolidated Statements of Shareholders' Equity
    for the years ended December 31, 2003, 2002 and 2001                    F-5

Consolidated Statements of Cash Flows
    for the years ended December 31, 2003, 2002 and 2001                    F-6

Notes to Consolidated Financial Statements                                  F-7

Schedule:
    Independent Auditors' Report on Supplemental Schedule                   F-32

    Valuation and Qualifying Accounts on Schedule II                        F-33


                                      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, 2003 and 2002,  and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 2003.  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, 2003
and 2002,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
changed  its method of  accounting  for  goodwill  to conform  to  Statement  of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

/s/ Deloitte & Touche LLP

New York, New York
March 25, 2004


                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                ASSETS                                                       2003             2002
<S>                                                                                     <C>              <C>
Current assets:
    Cash and cash equivalents                                                           $      821       $      968
    Accounts receivable, less allowance for doubtful accounts of
       $271 and $150 in 2003 and 2002, respectively                                          6,645            1,953
    Deferred tax assets                                                                        505              272
    Prepaid expenses and other current assets                                                  920              948
                                                                                         ---------         --------
       Total current assets                                                                  8,891            4,141

Equipment, software development and leasehold improvements, at cost,
    less accumulated depreciation and amortization                                           2,368            2,500

Goodwill, net                                                                                8,765               75
Intangibles, net                                                                             1,137               --
Deferred tax assets                                                                          1,090            1,324
Deferred rent                                                                                  398              575
Cash surrender value of life insurance                                                         214              418
Non-marketable equity securities                                                               185              185
Other assets                                                                                   554              320
                                                                                        ----------       ----------
                                                                                        $   23,602       $    9,538
                                                                                        ==========       ==========
                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Current maturities of notes payable                                                 $    1,076       $      606
    Trade accounts payable                                                                   2,609              353
    Accrued expenses and other                                                               3,205            1,749
    Unearned retainer income                                                                 4,067            1,476
                                                                                        ----------       ----------
                  Total current liabilities                                                 10,957            4,184

Notes payable                                                                                3,170            1,200
Deferred compensation and other liabilities                                                    419              441
                                                                                        ----------       ----------
                  Total liabilities                                                         14,546            5,825
                                                                                        ----------       ----------

Redeemable  convertible  preferred stock, $.0001 par value.
       Authorized 2,000,000 shares; issued and outstanding
       333,333 shares in 2003                                                                  530               --
                                                                                         ---------         --------
Redeemable common stock, $.0001 par value.  Issued and
       outstanding 571,237 shares in 2003                                                      977               --
                                                                                         ---------         --------

Commitments and contingencies (Note 7)

Shareholders' equity:
    Common stock, $.0001 par value.  Authorized 100,000,000 shares;
       issued and outstanding 12,641,295 shares in 2003;
       issued and outstanding 10,214,102 shares in 2002                                          1                1
    Capital in excess of par value                                                          10,983            7,473
    Deferred stock-based compensation                                                          (20)            (141)
    Accumulated deficit                                                                     (3,415)          (3,620)
                                                                                        ----------       ----------
                  Total shareholders' equity                                                 7,549            3,713
                                                                                        ----------       ----------
                                                                                        $   23,602       $    9,538
                                                                                        ==========       ==========
</TABLE>
See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                        2003                      2002                       2001
<S>                                                                <C>                        <C>                        <C>
Revenues                                                           $   31,569                 $   20,828                 $  22,215
                                                                   ----------                 ----------                 ---------
Operating expenses:
    Direct costs                                                       17,130                     10,027                    10,966
    Selling, general and administrative expenses                       13,511                     11,808                    12,397
                                                                   ----------                 ----------                 ---------
       Total operating expenses                                        30,641                     21,835                    23,363
                                                                   ----------                 ----------                 ---------
       Operating income (loss)                                            928                     (1,007)                   (1,148)

Interest income                                                             2                         15                        49
Other income                                                              117                         --                        --
Interest expense                                                         (687)                      (156)                     (246)
Impairment on investment                                                   --                       (315)                       --
                                                                   ----------                 ----------                 ---------
       Income (loss) before provision (benefit)
            for income taxes                                              360                     (1,463)                   (1,345)
       Provision (benefit) for income taxes                               155                       (339)                     (400)
                                                                   ----------                 ----------                 ---------
       Net income (loss)                                                  205                     (1,124)                     (945)
       Less: Preferred dividends                                          (30)                        --                        --
       Less: Accretion on redeemable common shares                       (250)                        --                        --
                                                                   ----------                 ----------                 ---------
       Net loss attributable to common shareholders                $      (75)                $   (1,124)                $    (945)
                                                                   ==========                 ==========                 =========

Loss per common share - basic and diluted:                         $    (0.01)                $     (.11)                $    (.12)
                                                                   ==========                 ==========                 =========
Weighted average number of common shares outstanding:
       Basic and diluted                                           11,765,619                 10,138,703                 7,879,744
                                                                   ==========                 ==========                 =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                             Years ended December 31
                       (in thousands, except share amount)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      Capital in                        Deferred          Total
                                                     Common Stock      excess of     Accumulated      stock-based      shareholders'
                                                 Shares      Amount    par value       Deficit        Compensation        Equity
                                                 ------      ------    ---------       -------        ------------        ------

<S>                                            <C>            <C>        <C>          <C>             <C>               <C>
BALANCE AT JANUARY 1, 2001                     7,605,943      $   1      $  5,542     $    (1,551)    $      --         $   3,992

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

Deferred stock-based compensation                     --         --           362              --          (362)               --

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

BALANCE AT DECEMBER 31, 2001                  10,043,443          1         7,347          (2,496)         (362)            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                              --         --            27              --           221               248
                                             --------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2002                  10,214,102          1         7,473          (3,620)         (141)            3,713

Net income                                            --         --            --             205            --               205

Exercise of stock options and warrants           742,809         --           379              --            --               379

Common stock issued in connection
   with the Teltech acquisition                1,649,384         --         1,663              --            --             1,663

Common stock issued to a vendor                   35,000         --            44              --            --                44

Preferred stock issued                                --         --           193              --            --               193

Warrants issued in connection with the
   Guideline acquisition                              --         --           742              --            --               742

Warrants issued in connection with the
   Teltech acquisition                                --         --           763              --            --               763

Stock-based compensation                              --         --             6              --           121               127

Preferred stock dividends                             --         --           (30)             --            --               (30)


Accretion on redeemable common stock                  --         --          (250)             --            --              (250)
                                             --------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2003                  12,641,295       $  1      $ 10,983      $   (3,415)     $    (20)        $   7,549
                                             ======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                2003           2002           2001
<S>                                                                                           <C>            <C>            <C>
Cash flows from operating activities:
    Net income (loss)                                                                         $   205        $(1,124)       $  (945)

    Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                                         1,143            939          1,087
          Allowance for doubtful accounts                                                         110            128            454
          Unearned retainer income                                                                222           (277)          (318)
          Deferred income taxes                                                                   105           (339)          (398)
          Compensation from option grants                                                         127            248             --
          Impairment on investment                                                                 --            315             --
          Deferred compensation                                                                  (114)            61             57
          Non-cash interest                                                                       224             --             --

          Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                                       (2,080)          (666)           651
              Decrease (increase) in prepaid expenses
                 and other current assets                                                         167           (120)           131
              Decrease (increase) in rental asset                                                 177              5           (206)
              Decrease (increase) in cash surrender value of life insurance                       408            329            (44)
              Increase in other assets                                                           (394)           (29)           (76)
              Increase (decrease) in accounts payable and accrued expenses                        570           (147)           (94)
                                                                                              -------        -------        -------
                 Net cash provided by (used in) operating activities                              870           (677)           299
                                                                                              -------        -------        -------
Cash flows from investing activities:
    Purchase of Guideline, net of related transaction costs paid                               (3,895)            --             --
    Purchase of Teltech, net of related transaction costs paid                                 (3,075)            --             --
    Capital expenditures                                                                         (457)          (457)          (304)
    Repayment of notes receivable                                                                  --            138            137
                                                                                              -------        -------        -------
                 Net cash used in investing activities                                         (7,427)          (319)          (167)
                                                                                              -------        -------        -------

Cash flows from financing activities:
    Principal borrowings under notes payable, net of closing costs                              2,786          3,230            200
    Principal payments under notes payable                                                       (435)        (3,243)          (725)
    Proceeds from exercise of stock options and warrants                                          152             49             --
    Issuance of preferred stock                                                                   693             --             --
    Issuance of warrant                                                                         1,507             --             --
    Issuance of common stock                                                                    1,707             50          1,443
    Increase in deferred financing fees                                                            --            (73)            --
                                                                                              -------        -------        -------
                 Net cash provided by financing activities                                      6,410             13            918
                                                                                              -------        -------        -------
                 Net (decrease) increase in cash
                    and cash equivalents                                                         (147)          (983)         1,050

Cash and cash equivalents at beginning of year                                                    968          1,951            901
                                                                                              -------        -------        -------
Cash and cash equivalents at end of year                                                      $   821        $   968        $ 1,951
                                                                                              =======        =======        =======
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>

                         FIND/SVP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2003, 2002 and 2001

(1)    ORGANIZATION AND NATURE OF OPERATIONS

              FIND/SVP,  Inc. and its wholly-owned  subsidiaries  (collectively,
              "FIND/SVP"  or the  "Company")  provides  a full  range of  custom
              research, consulting,  quantitative market research and outsourced
              information services that address its customers' critical business
              information  needs.  In many cases,  the Company  functions as its
              customers' primary information and business  intelligence resource
              on an outsourced  basis,  especially among the growing universe of
              companies that have downsized  their internal  research staffs and
              information  resources.  In other cases,  the Company  serves as a
              reliable    supplemental    resource   to   customers'    internal
              capabilities.  In  addition,  with  its  acquisitions  in  2003 of
              Guideline Research Corp. ("Guideline") and Teltech, as well as its
              internal  development of new service  offerings,  the Company also
              provides  a  range  of  specialized  higher  priced  research  and
              consulting  services,  such as quantitative custom market research
              and due  diligence  research  services,  that address a particular
              strategic  business  information need within specific markets such
              as R&D, Healthcare, Marketing and Private Equity/Money Management.

              The  Company  is  organized  into four  business  segments:  Quick
              Consulting Service ("QCS"), which is a subscription-based  service
              that functions like an in-house  corporate research center for its
              customers; Strategic Consulting and Research Group ("SCRG"), which
              provides  in-depth custom  research and  competitive  intelligence
              services for larger projects;  Quantitative Market Research, which
              provides  full  service   quantitative   custom  market   research
              services, such as large-scale consumer surveys; and Teltech, which
              provides a full range of  outsourced  information  and  consulting
              services  to  customers  in R&D  and  related  technical  sectors.
              References to "Corporate" and "Other" in the financial  statements
              refer  to the  portion  of  assets  and  activities  that  are not
              allocated to a segment.

 (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.

              On April 1, 2003, the Company acquired Guideline,  and Guideline's
              results of operations  are included in results of operations  from
              the date of acquisition.

              On July 1, 2003,  the  Company  acquired  Teltech,  and  Teltech's
              results of operations  are included in results of operations  from
              the date of acquisition.

              USE OF ESTIMATES

              The preparation of consolidated financial statements in conformity
              with accounting principles generally accepted in the United States
              of America  requires  management to make estimates and assumptions
              that affect the  reported  amounts of assets and  liabilities  and
              disclosures  of contingent  assets and  liabilities at the date of
              the financial statements,  and the reported amounts


                                      F-7
<PAGE>

              of revenue and expenses during the reporting period. Significant
              accounting estimates used relate principally to allowance for
              doubtful accounts and valuation reserves on deferred tax assets.
              Actual results could differ from those estimates.

              EQUIPMENT, SOFTWARE DEVELOPMENT AND LEASEHOLD IMPROVEMENTS

              Equipment, software development and leasehold improvements are
              stated at cost.

              Depreciation is computed using the  straight-line  method over the
              estimated  useful lives of the assets.  Electronic  equipment  and
              computer  software are primarily  depreciated over five years, and
              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.

              The Company recognizes  software  development costs on its website
              development  and cost  tracking  systems in  accordance  with EITF
              00-02, "Accounting for Website Development Costs" and Statement of
              Position  98-1,  "Accounting  for the Costs of  Computer  Software
              Developed   or  Obtained   for   Internal   Uses",   respectively.
              Accordingly,  the Company  expenses all costs incurred that relate
              to the planning  and post  implementation  phases of  development.
              Costs  incurred  in the  development  phase  are  capitalized  and
              recognized over the product's estimated useful life if the product
              is  expected  to  have  a  useful  life  beyond  one  year.  Costs
              associated  with repair or  maintenance  of the  existing  site is
              expensed as incurred.  The Company has  capitalized  approximately
              $161,000  and  $136,000 of internal  development  and internal use
              software   costs   incurred  at   December   31,  2003  and  2002,
              respectively.

              GOODWILL AND INTANGIBLES

              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 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


                                      F-8
<PAGE>

              December  31,  2001 and  2000.  At  December  31,  2003,  there is
              $8,765,000  of  goodwill  on  the  balance  sheet,  for  which  no
              impairment has been identified.

              Intangible Assets,  including customer  relationships,  trademarks
              and other  intangible  assets are amortized  over their  estimated
              useful  lives  unless  they are deemed to have  indefinite  useful
              lives. Upon the adoption of SFAS 142,  intangible assets deemed to
              have  indefinite  useful  lives,  such  as  trade  names,  are not
              amortized  and  are  subject  to  annual   impairment   tests.  An
              impairment  exists if the carrying  value of the  indefinite-lived
              intangible  asset  exceeds  its fair value.  For other  intangible
              assets subject to amortization, an impairment is recognized if the
              carrying amount is not recoverable and the carrying amount exceeds
              the fair value of the  intangible  asset.  These assets are tested
              for  impairment  if a triggering  event  occurs.  Amortization  of
              intangible assets for the year ended December 31, 2003 amounted to
              $83,000.

              DEFERRED CHARGES

              Deferred  charges,  included in other assets on the balance sheet,
              primarily   are   comprised  of  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.

              EARNINGS (LOSS) PER SHARE

              Basic earnings (loss) 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,
              2003, 2002 and 2001, the Company used a weighted average number of
              common shares outstanding of 11,765,619, 10,138,703 and 7,879,744,
              respectively.  In the years ended December 31, 2003, 2002 and 2001
              there was no dilutive effect.

              Options,  warrants and redeemable  convertible  preferred  shares,
              including  accrued  preferred  dividends,  to purchase  5,117,248,
              3,320,522  and  3,460,472  common  shares  during the years  ended
              December 31, 2003, 2002 and 2001, respectively, were anti-dilutive
              and were  therefore  excluded  from  the  computation  of  diluted
              earnings per share.


                                      F-9
<PAGE>

              REVENUE RECOGNITION

              The  Company's   subscription  services  are  provided  under  two
              different types of subscription contracts - retainer contracts and
              deposit contracts. Retainer contracts, which are used primarily by
              QCS, charge  customers fixed monthly  subscription  fees to access
              QCS services, and revenues are recognized ratably over the term of
              each  subscription.  Retainer  fees  are  required  to be  paid in
              advance  by  customers  on either a monthly,  quarterly  or annual
              basis,  and all billed  amounts  relating  to future  periods  are
              recorded as an unearned retainer income liability on the Company's
              balance sheet.  In the case of deposit  contracts,  which are used
              primarily by Teltech,  a customer  pays a fixed annual fee,  which
              entitles  it to  access  any of the  Company's  service  offerings
              throughout  the  contract  period,  up to the total  amount of the
              annual  deposit fee. Since deposit  account  customers can "spend"
              their contract fee at any time within the annual contract  period,
              deposit account  revenues are only recognized  within the contract
              period as services are actually  provided to  customers,  with any
              unused deposit amounts recognized as revenue in the final month of
              the contract.  As with retainer  fees,  deposit  contract fees are
              required to be paid in advance, primarily annually, and any billed
              amounts  relating  to future  periods  are  recorded  as  unearned
              retainer  income,  a current  liability on the  Company's  balance
              sheet.

              With  regard to the  Company's  non-subscription  based  services,
              including  quantitative  market research,  in-depth consulting and
              outsourced information services, revenues are recognized primarily
              on a percentage-of-completion  basis. The Company typically enters
              into discrete  contracts  with  customers for these  services on a
              project-by-project  basis. Payment milestones differ from contract
              to  contract  based on the client and the type of work  performed.
              Generally,  the  Company  invoices  a client  for a  portion  of a
              project in advance of work  performed,  with the balance  invoiced
              throughout  the  fulfillment  period  and/or  after  the  work  is
              completed.  However,  revenue and costs are only recognized to the
              extent of each  contract's  percentage-of-completion.  Any revenue
              earned in excess of billings is recorded as a current asset on the
              Company's  balance sheet,  while any billings in excess of revenue
              earned, which represent billed amounts relating to future periods,
              are  recorded  as unearned  revenue,  a current  liability  on the
              Company's balance sheet.

              CASH AND CASH EQUIVALENTS

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

              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.

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


                                      F-10
<PAGE>

              The fair  value of notes  payable  considered  to be senior  debt,
              which  approximates  its carrying value, is estimated based on the
              current  rates  offered  to us  for  debt  of the  same  remaining
              maturities.  Subordinated debt is recorded at its initial relative
              fair value,  and the difference  between the initial relative fair
              value and the stated value will be accreted as additional interest
              expense over the 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,
              indefinite-lived  intangibles,  deferred tax assets and  financial
              instruments)   including   equipment,   software  development  and
              leasehold improvements,  finite-lived  intangibles,  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  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,  net loss would have
              been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   2003                 2002                 2001

<S>                                                                             <C>                <C>                  <C>
Net loss, attributable to common shareholders, as reported                      $ (75,000)         $(1,124,000)         $  (945,000)

Add: Stock-based employee compensation expense
included in reported net loss, net of tax related
effects                                                                            83,000              174,000                   --

Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects                                           (372,000)            (296,000)            (299,000)
                                                                                ---------          -----------          -----------
Pro forma net loss                                                              $(364,000)         $(1,246,000)         $(1,244,000)
                                                                                =========          ===========          ===========

Loss per share:
Basic and Diluted

   As reported                                                                     $(0.01)              $(0.11)              $(0.12)
                                                                                   ======               ======               ======
   Pro forma                                                                       $(0.03)              $(0.12)              $(0.16)
                                                                                   ======               ======               ======

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-11
<PAGE>

              The per share weighted-average fair value of stock options granted
              during   2003,   2002  and  2001  was  $1.05,   $0.96  and  $0.30,
              respectively. Such amounts were determined using the Black-Scholes
              option   pricing   model  with  the   following   weighted-average
              assumptions:  2003 -  expected  dividend  yield  of 0%,  risk-free
              interest rate of 3.24%, volatility of 107% and an expected life of
              5 years;  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.
              Volatility is calculated over the five preceding years.

              NEW ACCOUNTING PRINCIPLES

              On May 15,  2003,  the FASB issued SFAS No. 150,  "Accounting  for
              Certain  Financial   Instruments  with   Characteristics  of  both
              Liabilities  and Equity." SFAS No. 150  establishes  standards for
              how  an  issuer   classifies   and  measures   certain   financial
              instruments with  characteristics  of both liabilities and equity.
              It requires that an issuer classify a financial instrument that is
              within   its   scope  as  a   liability   (or  an  asset  in  some
              circumstances).   Many  of  those   instruments   were  previously
              classified as equity.

              This Statement became effective for financial  instruments entered
              into or  modified  after  May 31,  2003,  and  otherwise  shall be
              effective at the beginning of the first interim  period  beginning
              after June 15, 2003. For financial  instruments created before the
              issuance  date  of  this  Statement  and  still  existing  at  the
              beginning of the interim period of adoption,  transition  shall be
              achieved  by  reporting  the  cumulative  effect of a change in an
              accounting   principle  by  initially   measuring   the  financial
              instruments at fair value or other measurement  attribute required
              by this Statement. The Company adopted this statement in 2003, and
              has  classified  its redeemable  convertible  preferred  stock and
              redeemable  common stock as mezzanine  equity,  as the instruments
              are not mandatorily  redeemable,  but are redeemable at the option
              of the holder.

              In  November  2002,  FASB  issued  FASB   Interpretation  No.  45,
              "Guarantor's    Accounting   and   Disclosure   Requirements   for
              Guarantees,  Including  Indirect  Guarantees  of  Indebtedness  of
              Others" (FIN 45), which  requires that, for guarantees  within the
              scope of FIN 45 issued or  amended  after  December  31,  2002,  a
              liability  for the fair  value  of the  obligation  undertaken  in
              issuing  the  guarantee  be  recognized.  On January 1, 2003,  the
              Company adopted the recognition and measurement  provisions of FIN
              45. The  adoption of this  interpretation  did not have a material
              impact on the  Company's  consolidated  results of  operations  or
              financial position.

              In January 2003, the FASB issued FASB  Interpretation  ("FIN") No.
              46,  "Consolidation  of Variable Interest  Entities".  In December
              2003, the FASB issued FIN No. 46 (Revised) ("FIN 46-R") to address
              certain  FIN  46  implementation   issues.   This   interpretation
              clarifies the application of Accounting  Research Bulletin ("ARB")
              No. 51,  "Consolidated  Financial  Statements"  for companies that
              have  interests in entities  that are Variable  Interest  Entities
              (VIE) as defined under FIN 46.  According to this  interpretation,
              if a  company  has  an  interest  in a VIE  and is at  risk  for a
              majority  of the VIE's  expected  losses or receives a majority of
              the VIE's  expected gains it shall  consolidate  the VIE. FIN 46-R
              also requires additional  disclosures by primary beneficiaries and
              other significant variable interest holders. For entities acquired
              or  created  before  February  1,  2003,  this  interpretation  is
              effective no later than the end of the first  interim or reporting
              period  ending after March 15,  2004,  except for those VIE's that
              are  considered  to be  special  purpose  entities,  for which the
              effective  date is no later  than the end of the first  interim or
              annual  reporting  period ending after  December 15, 2003. For all
              entities that were acquired  subsequent to January 31, 2003,  this
              interpretation  is  effective  as of the first  interim  or annual
              period  ending  after  December  31,  2003.  The  adoption  of the
              provisions  of this  interpretation  did not have an impact on the
              Company's Consolidated Financial Statements.

              In  April  2003,  the FASB  issued  SFAS No.  149,  "Amendment  of
              Statement 133 on Derivative  Instruments  and Hedging  Activities"
              ("SFAS No. 149"). SFAS No. 149 clarifies under what  circumstances
              a   contract   with  an   initial   net   investment   meets   the
              characteristics  of a  derivative  as  discussed  in SFAS No. 133,
              "Accounting for Derivative Instruments and Hedging Activities". In
              addition,  it  clarifies  when a  derivative  contains a financing
              component that warrants special reporting in the statement of cash
              flows. SFAS No. 149 amends certain other existing  pronouncements.
              SFAS No. 149 is effective  on a  prospective  basis for  contracts
              entered  into or  modified  after June 30,  2003,  and for hedging
              relationships designated after June 30, 2003. The adoption of this
              statement  did not have an  impact on the  Company's  Consolidated
              Financial Statements.

              RECLASSIFICATIONS

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

(3)    ACQUISITIONS

              GUIDELINE

              On April 1,  2003,  the  Company  purchased  all of the issued and
              outstanding  stock  of  Guideline.  Guideline  is  a  provider  of
              quantitative  custom  market  research.   Guideline's  ability  to
              provide  high-level  analytic  survey research was a strategic fit
              with the  Company's  efforts  to  address  its  clients'  critical
              business needs.  The integration of Guideline's  services  allowed
              the Company to address the  requirements of its many marketing and
              market research clients.  The addition of Guideline will also make
              the  Company  one of the first fully  comprehensive  research  and


                                      F-12
<PAGE>

              advisory  firms to offer an  inclusive  suite of both  primary and
              secondary  specialized business  intelligence,  strategic research
              and consulting services.

              The consideration for this acquisition consisted of the following:

              o   Approximately  $3,895,000  paid in cash,  net of cash acquired
                  (includes  $431,000 of paid  transaction  costs as of December
                  31, 2003);

              o   571,237  common  shares  (295,043  of the common  shares  were
                  placed in escrow to secure the indemnification  obligations of
                  the sellers);

              o   Within  thirty  days  from the first  anniversary  date of the
                  acquisition,  a potential deferred  consideration  amount (the
                  "One Year Deferred  Consideration")  of $1 million  contingent
                  upon Guideline  achieving  adjusted  EBITDA (as defined in the
                  purchase  agreement) for the twelve-month period following the
                  acquisition  ("One  Year  Adjusted  EBITDA")  of at least $1.2
                  million would be due. If One Year Adjusted EBITDA is less than
                  $1.2 million, but greater than $841,000, the One Year Deferred
                  Consideration  would be between $0 and $1.0 million based on a
                  specific formula set forth in the purchase agreement.  Each of
                  the Sellers may  separately  elect to have up to fifty percent
                  (50%) of the  amount  of any One Year  Deferred  Consideration
                  payable  to such  Seller in an amount of duly  authorized  and
                  non-assessable unregistered shares of Company common stock;

              o   Within  thirty  days from the second  anniversary  date of the
                  acquisition,  a potential deferred  consideration  amount (the
                  "Two  Year   Deferred   Consideration")   of  $1.845   million
                  contingent  upon  Guideline   achieving  adjusted  EBITDA  (as
                  defined in the purchase  agreement)  for the  24-month  period
                  following  the  acquisition  ("Two Year  Adjusted  EBITDA") of
                  $2.65  million  plus  25% of the  amount  by  which  Two  Year
                  Adjusted  EBITDA  exceeds  $2.65  million would be due. If Two
                  Year Adjusted  EBITDA is less than $2.65 million,  but greater
                  than $2.2 million,  the Two Year Deferred  Consideration would
                  be between $0 and $1.845  million based on a specific  formula
                  set forth in the purchase agreement.

              The 571,237 shares issued to the former owners of Guideline may be
              put back to the Company during a 120-day period beginning April 5,
              2005.   Such  shares  are  classified  in  the  balance  sheet  as
              redeemable  common  stock.  If the  shares  are  put  back  to the
              Company, the cash to be paid by the Company will be the greater of
              (i) $727,000,  which was the defined initial  redemption  value of
              the shares at the acquisition date of Guideline, or (ii) a defined
              average trading price of the Company's  common shares  immediately
              prior to the exercise of the put. However, in the latter case, the
              cash to be paid by the Company upon exercise of the put is limited
              to  150%  of  the  initial  redemption  value  of the  shares,  or
              $1,090,000.  The  redeemable  common shares were recorded at their
              fair  value of  $760,000  when  issued.  If the fair  value of the
              shares at a balance sheet date is in the range between the initial
              redemption  value of the shares and 150% of the  original  amount,
              the redemption  value of such shares is accreted or decremented as
              a charge or credit,  respectively,  to  "Capital  in excess of par
              value"  using the defined  redemption  value of the shares at each
              balance  sheet date.  For the year ended  December 31,  2003,  the
              Company recorded accretion on redeemable common stock of $250,000,
              resulting in  redeemable  common stock of $977,000 at December 31,
              2003.


                                      F-13
<PAGE>

              Simultaneously  with the acquisition,  Guideline  entered into new
              employment  agreements with each of the sellers,  as well as three
              other senior executives of Guideline.

              This  acquisition  was financed at closing with the combination of
              the  Company's   cash   resources,   the   assumption  of  certain
              liabilities  of Guideline and by the receipt of cash of $3,303,000
              (net of financing costs)  consisting of (a) a promissory note with
              a $3,000,000  face value;  (b) the  issuance of 333,333  shares of
              convertible,  redeemable,  Series A  preferred  stock  ("Preferred
              Stock"); and (c) the issuance of a warrant.

              The 333,333  shares of Preferred  Stock were issued  pursuant to a
              Series A Preferred Stock Purchase  Agreement (the "Preferred Stock
              Purchase  Agreement")  dated April 1, 2003. These shares have been
              recorded at  estimated  fair value of $693,000  using the relative
              fair value method.  The Preferred Stock is convertible into shares
              of the Company's common stock  one-for-one,  subject to adjustment
              for  certain  dilutive  issuances,  splits and  combinations.  The
              Preferred Stock is also redeemable at the option of the holders of
              the Preferred Stock beginning April 1, 2009, at a redemption price
              of $1.50 per share, or $500,000 in the aggregate, plus all accrued
              but  unpaid  dividends.  The  holders of the  Preferred  Stock are
              entitled to receive cumulative dividends,  prior and in preference
              to any  declaration or payment of any dividend on the common stock
              of the  Company,  at the  rate  of 8% on the  $500,000  redemption
              value,  per  annum,  payable in cash or through  the  issuance  of
              additional shares of Preferred Stock at the Company's  discretion.
              The  holders  of shares of  Preferred  Stock have the right to one
              vote for each  share of  common  stock  into  which  shares of the
              Preferred  Stock could be converted into, and with respect to such
              vote,  each  holder of shares of  Preferred  Stock has full voting
              rights  and powers  equal to the  voting  rights and powers of the
              holders of the Company's common stock. For the year ended December
              31, 2003,  the Company  recorded  preferred  dividends of $30,000,
              resulting in Preferred Stock of $530,000 at December 31, 2003.

              In connection  with this loan  agreement  and the Preferred  Stock
              Purchase  Agreement,  the  Company  issued a warrant  to  purchase
              675,000 shares of the Company's common stock, at an exercise price
              of $.01 per share,  subject to adjustment  for  reorganization  or
              distribution  of common stock,  or the issuance of  convertible or
              option  securities (the  "Warrant").  This Warrant was recorded at
              its estimated fair value of $742,000 using the relative fair value
              method.  The  Warrant  is  immediately  exercisable,  and,  for  a
              four-year  period  commencing in 2009, the holder has the right to
              cause  the  Company  to use  commercially  reasonable  efforts  to
              complete a private  placement to sell the 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 the  holder  so
              notifies the Company that it is exercising its put right.

              The Company also entered into an investor  rights  agreement  (the
              "Investor  Rights  Agreement")  dated  April 1, 2003  among  Petra
              Mezzanine Fund, L.P.  ("Petra"),  David Walke,  the Company's CEO,
              and  Martin  Franklin,  Chairman  of the  Board  of  the  Company,
              pursuant to which,  among other things,  Petra was granted certain
              rights with respect to the  Company's  Common Stock  issuable upon
              conversion of the Preferred Stock and Warrant. The Investor Rights
              Agreement also provides Petra with certain  registration,  demand,
              piggyback and co-sale rights.

              The Company will finalize its valuation of the assets and
              liabilities acquired for the allocation of the purchase price of
              the Guideline transaction by the end of the first quarter of 2004.


                                      F-14
<PAGE>

              TELTECH

              As  of  July  1,  2003,  Ttech  Acquisition  Corp.  ("Ttech"),   a
              subsidiary  of the Company,  purchased  from  Sopheon  Corporation
              ("Sopheon")  assets and assumed certain  specified  liabilities of
              Sopheon's Teltech business unit ("Teltech"). Teltech is a provider
              of custom  research and information  services,  focused on R&D and
              engineering departments of larger corporations, markets into which
              the  Company  would  like  to  expand.  This  acquisition  offered
              significant cross-selling opportunities and cost synergies.

              The consideration for this acquisition consisted of the following:

              o   Approximately  $3,075,000 paid in cash  (including  $17,000 of
                  transaction  costs).  As of December 31, 2003, of the $163,000
                  in  total  transaction   costs,   approximately   $146,000  of
                  transaction costs remains accrued.

              o   32,700  unregistered  shares of the  Company's  Common  Stock,
                  valued  at  $50,000.  These  shares  were  placed in escrow to
                  secure the  indemnification  obligations  of the  Sellers  set
                  forth  in  the  purchase  agreement  through  June  25,  2004,
                  pursuant to an escrow  agreement  among Sopheon,  the Company,
                  Ttech and Kane Kessler, P.C. (the "Escrow Agreement").

              o   Contingent  consideration  of up to a maximum of $400,000  may
                  become  payable by the Company to Sopheon in the first half of
                  2004  if  certain  customer  subscription  renewal  goals,  as
                  defined in the purchase agreement, are attained.

              The acquisition was funded at closing as follows:

              o   The Company's available cash resources

              o   A private  placement  whereby  the Company  raised  $2,376,000
                  through the issuance of  1,616,685  shares of its common stock
                  and  warrants to purchase  808,293  shares of its common stock
                  (the  "Private  Placement  Warrants").  The Private  Placement
                  Warrants  are  immediately  exercisable  for a period of three
                  years up to and  including  the close of  business on July 11,
                  2006, after which, the Private Placement  Warrants expire. The
                  Private Placement Warrants have an exercise price of $1.47 per
                  share,  subject to adjustment  for certain  defined  events to
                  avoid dilution.

              o   The receipt of $416,000 of cash (net of financing  costs) from
                  the  issuance  of a $500,000  promissory  note with a relative
                  fair value of $320,000 and warrant with a relative  fair value
                  of $96,000.

              The Company is in the process of  finalizing  its valuation of the
              assets  and  liabilities  it has  acquired  and  assumed  for  its
              allocation of the purchase price of the Teltech  transaction.  The
              Company expects to finalize its valuation no later than the second
              quarter  of 2004.  The  Company's  preliminary  allocation  of the
              purchase  price  of the  Guideline  and  Teltech  acquisitions  is
              subject to  refinement  based on the final  determination  of fair
              values.

              The following table sets forth the components of the purchase
              price for both the Guideline and Teltech acquisitions:


                                      F-15
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                            Guideline             Teltech              Total
                                                                            ---------             -------              -----
<S>                                                                        <C>                 <C>                 <C>
Cash paid (including transaction costs)                                    $ 3,895,000         $  3,075,000        $ 6,970,000
Accrued transaction costs                                                           --              146,000            146,000
Common stock issued to sellers                                                 760,000               50,000            810,000
                                                                           ---------------------------------------------------
   Total purchase consideration                                            $ 4,655,000         $  3,271,000        $ 7,926,000
                                                                           ====================================================
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              The following table provides the preliminary estimated fair value
              of the acquired assets and assumed liabilities:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                            Guideline             Teltech              Total
                                                                            ---------             -------              -----
<S>                                                                        <C>                 <C>                 <C>
Current assets                                                             $ 1,786,000         $  1,235,000        $ 3,021,000
Property and equipment                                                         102,000              287,000            389,000
Other assets                                                                   267,000                   --            267,000
Liabilities assumed, current                                               (2,236,000)          (3,358,000)        (5,594,000)
Liabilities assumed, non-current                                              (67,000)                   --           (67,000)
                                                                           ---------------------------------------------------
   Fair value of net liabilities assumed                                     (148,000)          (1,836,000)        (1,984,000)
Preliminary goodwill                                                         4,234,000            4,456,000          8,690,000
Amortizable intangible assets                                                  421,000              527,000            948,000
Indefinite-lived intangible assets                                             148,000              124,000            272,000
                                                                           ---------------------------------------------------
  Total purchase consideration                                             $ 4,655,000        $   3,271,000       $  7,926,000
                                                                           ====================================================

------------------------------------------------------------------------------------------------------------------------------
</TABLE>

              In  accordance  with the  provisions of SFAS No. 142 "Goodwill and
              other Intangible  Assets",  the Company will not amortize goodwill
              and other  intangible  assets with  indefinite  lives  recorded in
              connection  with the  acquisitions  of Guideline and Teltech.  The
              Company  will  perform an annual  impairment  test of goodwill and
              other  intangible  assets,  once  finalized,   but  have  not  yet
              determined  what  effect  these  tests will have on the results of
              operations  or the  financial  position  of the  Company in future
              periods.

              Amortizable  intangible  assets are  amortized  over a period of 7
              years.  Amortization of intangible assets was $83,000 for the year
              ended December 31, 2003.

              The unaudited pro forma information below represents  consolidated
              results of  operations  as if the  acquisitions  of Guideline  and
              Teltech had occurred as of January 1, 2003 and 2002. The unaudited
              pro forma  information has been included for comparative  purposes
              and  is  not  indicative  of  the  results  of  operations  of the
              consolidated Company had the acquisition occurred as of January 1,
              2003 and 2002, nor is it necessarily indicative of future results.

PRO FORMA RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                       TWELVE MONTHS ENDED DECEMBER 31,
                                                                                         2003                   2002
                                                                                       -------               --------
<S>                                                                                  <C>                  <C>
Total pro forma revenue                                                              $37,200,000          $ 37,975,000
Pro forma net income (loss)                                                          $   134,000          $   (339,000)
Pro forma earnings (loss) per share attributable to common shareholders:

       Basic and diluted                                                             $      0.01          $      (0.04)
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-16
<PAGE>

              On a pro forma basis,  revenues are  recorded  primarily  based on
              usage, resulting in lower recognized revenue in 2003 than in 2002.
              On a pro forma basis,  content  costs and various  indirect  costs
              were further  streamlined,  resulting in greater cost synergies in
              2003 than in 2002.

(4)    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 are entitled to
              certain  future  royalties.  The  preferred  shares  received were
              valued at  $500,000,  and carried  various  rights  including  the
              ability to convert them into common shares of Find.com,  Inc., and
              a put  option to resell  the  shares to  idealab!  The put  option
              became  exercisable in December  2002.  Under the terms of the put
              option,  idealab! could either repurchase the preferred shares for
              $1,500,000 in cash, or elect to return the find.com domain name to
              us. 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  in the 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.   Based  on  all  available
              information  at  December  31,  2003,  the Company  maintains  its
              current valuation of the preferred stock investment in idealab! at
              $185,000.  Since the idealab!  preferred  shares continue to be an
              investment in a start-up enterprise,  it is reasonably possible in
              the near term that our estimate of the net realizable value of the
              preferred shares could be further reduced.

              We have a 9.1%  interest in  Strategic  Research  Institute,  L.P.
              ("SRI"),  and in March 2003,  received an $87,000  distribution in
              respect of that  interest.  We share in profits of SRI, but do not
              share in losses.  This is the first  distribution that we received
              from  this   partnership   interest,   and  the  distribution  was
              recognized as other income. SRI is a business conference and event
              company. The value of this investment is zero.


(5)    EQUIPMENT, SOFTWARE DEVELOPMENT AND LEASEHOLD IMPROVEMENTS, NET

              At December 31, 2003 and 2002, equipment, software development and
              leasehold improvements consist of the following:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                           2003              2002
<S>                                                    <C>                <C>
Furniture, fixtures and equipment                      $ 7,346,000        $ 6,720,000
Software development                                     3,072,000          2,953,000
Leasehold improvements                                   2,075,000          1,987,000
                                                       -----------        -----------
                                                        12,493,000         11,660,000
Less: accumulated depreciation and amortization         10,125,000          9,160,000
                                                       -----------        -----------
                                                       $ 2,368,000        $ 2,500,000
                                                       ===========        ===========
-------------------------------------------------------------------------------------
</TABLE>

              Depreciation   expense  amounted  to   approximately   $1,016,000,
              $848,000 and $969,000 for the years ended December 31, 2003,  2002
              and 2001, respectively.


                                      F-17
<PAGE>

(6)    OTHER ASSETS

           At December 31, 2003 and 2002, other assets consist of the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                              2003              2002
<S>                                                      <C>                <C>
Deferred charges, net                                      $ 77,000          $112,000
Security deposits                                           196,000           132,000
Employee loan receivable                                     50,000            50,000
Deferred financing fees, net                                217,000            26,000
Other                                                        14,000              --
                                                           --------          --------
                                                           $554,000          $320,000
                                                           ========          ========
-------------------------------------------------------------------------------------
</TABLE>

              Amortization  of deferred  charges was $44,000 and $91,000 for the
              years ended December 31, 2003 and 2002, respectively. Amortization
              of  deferred  financing  fees was $42,000 and $6,000 for the years
              ended December 31, 2003 and 2002, respectively, and is included in
              interest expense.

(7)    COMMITMENTS AND CONTINGENCIES

              The Company has an operating  lease  agreement  for its  principal
              offices,  which  expires  in 2013,  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,  2003  and  2002  exceeded  rental  expense
              recorded  on  this  lease  through  such  dates  by  $506,000  and
              $741,000, respectively.

              The Company has an  operating  lease for  additional  office space
              that expires 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, 2003 and 2002  exceeded  scheduled  payments  through
              such dates by $108,000 and $166,000, respectively.

              The Company's leases of office space include  standard  escalation
              clauses.   Rental  expense  under  leases  for  office  space  was
              $1,854,000,  $1,504,000  and  $1,587,000  in 2003,  2002 and 2001,
              respectively.

              The future minimum lease payments under  noncancellable  operating
              leases as of December 31, 2003 were as follows:

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

Year Ending December 31                                        Operating Leases
----------------------                                         ----------------
         2004                                                  $     1,108,000
         2005                                                        1,031,000
         2006                                                        1,029,000
         2007                                                          904,000
         2008                                                          874,000
         Thereafter                                                  4,417,000
                                                               ----------------
         Total minimum lease payments                          $     9,363,000
                                                               ===============

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


              The  following  table  includes  aggregate  information  about our
              contractual obligations as of December 31, 2003 and the periods in
              which payments are due.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                       As of December 31, 2003
                                            (in thousands)
                                     ------------------------------------------------------------------------
                                                         Less than 1       1 - 3        3 - 5        After 5
                                           Total             year          years        years         years
                                     ------------------------------------------------------------------------
<S>                                       <C>              <C>            <C>          <C>          <C>
Notes payable                             $  5,376         $   1,076      $ 1,967      $ 2,333      $     --
Long term lease commitments                  9,363             1,108        2,060        1,778         4,417
Deferred compensation and other                428                55           70           51           252
                                     ------------------------------------------------------------------------

                                          $ 15,167         $   2,239      $ 4,097      $ 4,162      $  4,669
                                     ========================================================================
-------------------------------------------------------------------------------------------------------------
</TABLE>


              See Note 3 for information  regarding  contingent payments related
              to the  acquisitions  of  Guideline  and  Teltech.  See Note 8 for
              information  related to accrued severance and retirement  amounts.
              See Note 9 for information  related to notes payable.  See Note 13
              for information related to Deferred Compensation.


                                      F-18
<PAGE>

(8)    ACCRUED EXPENSES

              Accrued  expenses at December  31, 2003 and 2002  consisted of the
              following:

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

                                                            2003          2002
Accrued bonuses and employee benefits                   $  790,000    $  327,000
Accrued expenses incurred on behalf of clients             282,000        27,000
Accrued SVP royalty                                      1,048,000       954,000
Accrued severance                                          449,000       211,000
Other accrued expenses                                     636,000       230,000
                                                        ------------------------
                                                        $3,205,000    $1,749,000
                                                        ========================

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

              On November 12, 2003, the Company's President and Founder,  Andrew
              Garvin,  announced  he would be retiring as of December  31, 2003.
              Mr.  Garvin  will  continue  to  serve  his  term on the  Board of
              Directors, and will be a consultant to the Company in 2004. In the
              fourth  quarter  of  2003,  the  Company   recorded  a  charge  of
              approximately  $309,000 triggered by Mr. Garvin's retirement,  and
              consisting of certain  early-retirement  benefits  provided for in
              his  employment  agreement  as well as  certain  other  negotiated
              benefits. Payments will be completed by the end of September 2004.

              During 2003 and 2002, the Company recorded  additional accruals of
              $196,000  and  $257,000,  respectively,  under  a  severance  plan
              approved by the Board of Directors and  communicated to employees.
              In 2003,  the  Company  paid  $268,000  related to both  severance
              plans.  As of December  31,  2003,  a balance of $140,000  remains
              accrued.  Payments related to the remaining  severance  accrual at
              December 31, 2003 will be completed by the end of October 2004.

(9)    NOTES PAYABLE

              Notes  payable as of  December  31,  2003 and 2002  consist of the
              following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                                                 2003             2002

<S>                                                                         <C>             <C>
Bank borrowings under Term Note                                             $1,200,000      $1,600,000

Bank borrowings under Line of Credit                                           676,000         176,000

Borrowings under debt agreements with investors:
      $3,000,000 Promissory Note, net of unamortized
           discount of $968,000 as of December 31, 2003, due
           December 31, 2008                                                 2,032,000              --
      $500,000 Promissory Note, net of unamortized
           discount of $162,000 as of December 31, 2003, due
           December 31, 2008                                                   338,000              --
Note payable to landlord, due 2003                                                  --          30,000
                                                                            -----------    -----------
                   Total notes payable                                       4,246,000       1,806,000
      Less current installments                                              1,076,000         606,000
                                                                            -----------    -----------
                   Notes payable, excluding current
                      installments                                          $3,170,000      $1,200,000
                                                                            ===========    ===========
------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-19
<PAGE>

             DEBT AGREEMENTS WITH BANK

              As of December 31, 2003,  there was  $1,200,000  outstanding  on a
              term note with JP Morgan  Chase Bank (the "Term  Note"),  of which
              $400,000 is classified as current. The Term Note bears interest at
              prime plus 1.25% (5.25% at December 31,  2003),  and is payable in
              quarterly  installments beginning March 31, 2002. Interest expense
              related to the Term Note  amounted  to $79,000  for the year ended
              December 31, 2003. The Term Note contains certain  restrictions on
              the  conduct  of our  business,  including,  among  other  things,
              restrictions,  generally,  on incurring debt, making  investments,
              creating or suffering  liens,  tangible net worth,  current ratio,
              cash flow coverage, or completing mergers.

              The Company  maintains a $1,000,000  line of credit with JP Morgan
              Chase  Bank  (the  "Line of  Credit").  The Line of  Credit  bears
              interest at prime plus 0.50% (4.50% at December 31,  2003).  As of
              December 31, 2003, $676,000 remains outstanding.  Interest expense
              related to the Line of Credit  amounted  to  $14,000  for the year
              ended  December  31,  2003.  The Line of Credit  contains  certain
              restrictions  on the  conduct of its  business,  including,  among
              other things,  restrictions,  generally,  on incurring  debt,  and
              creating or suffering liens.

              The Term Note and Line of Credit are secured by a general security
              interest in substantially all of the Company's assets.

              On April 1, 2003,  the Company  amended and restated the Term Note
              and Line of Credit with JP Morgan  Chase Bank.  These  amended and
              restated  agreements  had the  effect  of  reducing  the Term Note
              principal amount from $2,000,000 to $1,500,000,  and moving up the
              final  repayment  date of the Term Note 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  acquisition  of  Guideline  Research
              Corp.  ("Guideline") and the related  financing  transactions with
              Petra  Mezzanine  Fund,  L.P.   ("Petra"),   and  amended  various
              financial  covenants  of both the Term  Note and Line of Credit as
              follows:

                (1) The  previous  debt  to  consolidated   tangible  net  worth
                    covenant  of  2.00  was  replaced  with  a  senior  debt  to
                    consolidated  tangible  net  worth  plus  subordinated  debt
                    covenant of 0.75; and

                (2) The previous  consolidated  tangible  net worth  covenant of
                    $3,500,000  was replaced  with a  consolidated  tangible net
                    worth plus subordinated debt covenant of $3,300,000.

              In connection  with the above,  on April 1, 2003,  the Company and
              JPMorgan Chase Bank entered into amendment No. 1 to their existing
              security agreement (the "Security Agreement  Amendment").  Also on
              April 1, 2003,  Guideline together with its subsidiaries  executed
              and  delivered  in  favor  JPMorgan  Chase  Bank:  (i) a  security
              agreement (the "Subsidiary Security  Agreement"),  granting a lien
              and  security  interest  on  substantially  all of  the  Company's
              assets; and (ii) a guaranty agreement (the "Guaranty  Agreement"),
              guaranteeing  the Company's  payment and  performance  obligations
              under the Term Note and the Line of Credit.

              On November 13, 2003, the Company obtained an amendment and waiver
              to  the  Term  Note  ("Amendment  No.  2")  from  JPMorgan  Chase.
              Amendment No. 2 amended the debt covenant  regarding  tangible net
              worth  plus  subordinated  debt of both the Term  Note and Line of
              Credit by replacing the previous  consolidated  tangible net worth
              plus  subordinated debt covenant of


                                      F-20
<PAGE>

              $3,300,000   with  a   consolidated   tangible   net  worth   plus
              subordinated debt covenant of $2,300,000.

              On August  18,  2003,  the Term  Note was  amended  to change  the
              definition of  consolidated  current  liabilities  for purposes of
              calculating  the ratio of current  assets to  current  liabilities
              under the Term Note, to exclude unearned  retainer income from the
              calculation.

              The Company is in compliance with all of its loan  agreements,  as
              amended, with JP Morgan Chase as of December 31, 2003.

              DEBT AGREEMENTS WITH INVESTORS

              On April 1,  2003,  the  Company  issued a  Promissory  Note  (the
              "Note") with a face value of $3,000,000 and a stated interest rate
              of  13.5%,  as a part  of the  financing  for the  acquisition  of
              Guideline.  Quarterly  principal  payments  of  $250,000  are  due
              beginning  March 31,  2006.  The Note was  recorded at its initial
              relative  fair value of  $1,868,000.  The  difference  between the
              initial  relative fair value and the stated value will be accreted
              as additional  interest  expense over the  maturities of the Note,
              and the resulting  effective  interest rate is approximately  25%.
              Related  interest expense was $484,000 for the year ended December
              31, 2003, of which $164,000  related to the non-cash  accretion of
              the  carrying  value of the Note for the year ended  December  31,
              2003.  The  Company  has the right to prepay  the Note at any time
              without  premium  or  penalty.  The Note is  secured by a security
              interest  in  substantially  all  assets  of the  Company,  and is
              subject to  covenants  relating  to the  conduct  of our  business
              including  financial  covenants  related to a defined fixed charge
              coverage  and a defined  funded  indebtedness  to Earnings  Before
              Interest,  Taxes,  Depreciation and Amortization ("EBITDA") ratio.
              The  Company  is in  compliance  with  this loan  agreement  as of
              December 31, 2003.

              On July 1, 2003, the Company issued a Second  Promissory Note (the
              "Second Note") with a face value of $500,000 and a stated interest
              rate of 13.5%,  as a part of the financing for the  acquisition of
              Teltech,  the business  unit of Sopheon  Corporation  ("Teltech").
              Quarterly  principal  payments of $42,000 are due beginning  March
              31,  2006.  The Second Note was  recorded at its initial  relative
              fair  value  of  $320,000.  The  difference  between  the  initial
              relative  fair value and the  stated  value  will be  accreted  as
              additional  interest  expense  over the  maturities  of the Second
              Note, and the resulting  effective  interest rate is approximately
              25%.  Related  interest  expense  was  $52,000  for the year ended
              December  31,  2003,  of which  $18,000  related  to the  non-cash
              accretion  of the  carrying  value of the Note for the year  ended
              December 31, 2003.  The Company has the right to prepay the Second
              Note at any time  without  premium or penalty.  The Second Note is
              secured by a security  interest in substantially all assets of the
              Company,  and is subject to  covenants  relating to the conduct of
              our business  including  financial  covenants related to a defined
              fixed charge coverage and a defined funded  indebtedness to EBITDA
              ratio. The Company is in compliance with this loan agreement as of
              December 31, 2003.

              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  and  $112,000  in the years  ended
              December 31, 2002 and 2001, respectively.

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

                                      F-21
<PAGE>

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

Year Ending December 31,

         2004                                                     $   1,076,000
         2005                                                           800,000
         2006                                                         1,167,000
         2007                                                         1,167,000
         2008                                                         1,166,000
         Thereafter                                                          --
                                                                  --------------
                                                                  $   5,376,000
                                                                  =============

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

(10)   SHAREHOLDERS' EQUITY

              SALE OF COMMON STOCK

              During 2003, the Company issued  2,255,621  shares.  Cash proceeds
              received for stock  issuances  during 2003  totaled  approximately
              $2,376,000.  Of the amount  issued in 2003,  571,237  shares  were
              deemed  redeemable  common  stock and is  classified  as mezzanine
              equity. See Note 3 "Acquisitions" in connection with the Guideline
              acquisition.

              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 13).

              COMMON STOCK WARRANTS

              During  2003,  warrants to  purchase  1,553,293  of the  Company's
              common shares were issued at exercise prices ranging from $0.01 to
              $1.47, with an aggregate recorded value of $1,505,000.

              At December 31, 2003 and 2002,  warrants to purchase 2,125,515 and
              572,222,  respectively,  of the  Company's  common  shares  remain
              outstanding.

              STOCK OPTION PLAN

              At the  Annual  Meeting  of  Shareholders  held on June 12,  2003,
              shareholders  ratified and approved the FIND/SVP,  Inc. 2003 Stock
              Incentive Plan (the "2003 Incentive  Plan"),  which was adopted by
              the  Company's  Board of  Directors  on April 30,  2003.  The 2003
              Incentive Plan  authorizes the issuance of up to 1,500,000  shares
              of the  Company's  Common Stock upon the exercise of stock options
              or in connection  with the issuance of restricted  stock and stock
              bonuses.  Options  granted  under our other  equity  plans  remain
              outstanding according to their terms.

              The Company's 1996 Stock Option Plan (the "1996 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 both plans will be  designated as
              incentive  stock  options or  non-incentive  stock  options by our
              Board of Directors' Stock Option Committee.  Options granted under
              both  plans  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, 2003 expire within
              the next ten years


                                      F-22
<PAGE>

              if not exercised.  Options that are cancelled or expire during the
              term of both plans are eligible to be  re-issued  under both plans
              and, therefore, are considered available for grant.

              Activity under the stock option plans is summarized as follows:

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

                                                                       Weighted
                                             Available                 average
                                                for         Options    exercise
                                               grant        granted     price
                                             ---------      -------    --------
January 1, 2001                               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 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
Additional authorized                       1,500,000           --        --
Granted                                      (892,500)       892,500      1.32
Exercised                                        --         (742,262)     0.39
Cancelled                                     260,138       (260,138)     1.13
                                           ----------     ----------     -----
December 31, 2003                           1,411,438      2,638,400     $1.06
                                           ==========     ==========     =====
Exercisable at December 31, 2003                           1,488,495     $1.12
                                                          ==========     =====
Exercisable at December 31, 2002                           1,351,724     $0.92
                                                          ==========     =====
Exercisable at December 31, 2001                             863,779     $1.25
                                                          ==========     =====

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

              During 2003,  options to purchase  892,500  shares of common stock
              were granted  under the 1996 Plan and the 2003  Incentive  Plan at
              prices   ranging   from   $1.15  to   $1.80,   including   412,500
              non-recurring   option  grants  related  to  the  acquisitions  of
              Guideline and Teltech.  The options issued  qualified as incentive
              stock options whereby the price of the options were at fair market
              value at the time of grant.

              Stock options were granted in November 2001 for future services to
              be  rendered to the Company by the Chief  Executive  Officer,  the
              Chairman  and a  consultant.  In  2003,  our  Board  approved  the
              acceleration of the vesting of 105,000 and 117,000 options granted
              to the Chairman and CEO, respectively,  which the CEO and Chairman
              then exercised for cash.

              As of December 31, 2003, there were 2,638,400 options outstanding,
              having  exercise  prices  ranging  from $0.41 to $3.6875,  with an
              average  remaining  contractual life of 6.87 years. As of December
              31,  2003,  there  were  1,488,495  exercisable  options,   having
              exercise  prices  ranging  from $0.41 to $3.6875,  with an average
              remaining contractual life of 6.81 years.


                                      F-23
<PAGE>

              REDEEMABLE CONVERTIBLE PREFERRED STOCK

              The Company has authorized preferred stock consisting of 2,000,000
              shares at $.0001 par  value.  At  December  31,  2003,  there were
              333,333   shares  of  redeemable   convertible   preferred   stock
              outstanding.   See  footnote  (3)  "Acquisitions"  for  a  further
              explanation  of  redeemable  convertible  preferred  stock  issued
              during 2003 in connection with the Guideline acquisition.

(11)   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  us 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 $117,000,  $133,000 and
              $118,000 for the years ended  December  31,  2003,  2002 and 2001,
              respectively.

              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 other clients.  As of December 31,
              2003 and 2002,  the Company's  net liability to SVP  International
              was $497,000 and $427,000, respectively.

(12)   INCOME TAXES

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

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

                                           2003           2002           2001
Current:
     Federal                            $ 114,000      $      --      $      --
     State and local                       41,000             --             --
                                        ---------------------------------------
                                        $ 155,000             --             --
                                        ---------------------------------------
Deferred:
     Federal                                   --       (455,000)      (348,000)
     State and local                           --       (127,000)       (52,000)
                                        ---------------------------------------
                                                        (582,000)      (400,000)
Change in valuation allowance
                                               --        243,000             --
                                        ---------------------------------------
                                               --       (339,000)      (400,000)
                                        ---------------------------------------
                                        $ 155,000      $(339,000)     $(400,000)
                                        ========================================

--------------------------------------------------------------------------------
              In 2002, a valuation  allowance was provided for certain state and
              local carryforward net operating losses, as the Company determined
              that it was more  likely  than not that such  assets  would not 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.


                                      F-24
<PAGE>

              Income tax provision (benefit) differs from the amount computed by
              multiplying  the  statutory  rate of 34% to income  before  income
              taxes due to the following:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                       2003        2002         2001

<S>                                                                <C>          <C>          <C>
Income tax provision (benefit) at statutory rate                   $ 126,000    $(494,000)   $(457,000)
Increase (reduction) in income taxes resulting
    from:
        Change in valuation allowance                                     --      243,000           --
        State and local taxes (benefit), net of
            federal income tax benefit                                26,000     (127,000)     (52,000)
        Taxable (nontaxable) income resulting from decrease
            (increase) in cash surrender value of life insurance     (17,000)          --           --
        Nondeductible expenses                                        20,000       22,000       66,000
        Other                                                             --       17,000       43,000
                                                                   ---------    ---------    ---------
                                                                   $ 155,000    $(339,000)   $(400,000)
                                                                   =========    =========    =========
-------------------------------------------------------------------------------------------------------
</TABLE>

              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, 2003 and 2002 are presented below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------

                                                            2003           2002
<S>                                                    <C>            <C>
Deferred tax assets:
   Federal net operating loss carryforwards            $   407,000    $   653,000
   State and local net operating loss carryforwards        315,000        402,000
   Deferred compensation                                   137,000        184,000
   Royalty expenses                                        103,000        179,000
   Depreciation and amortization                           337,000        139,000
   Stock compensation expense                               49,000        104,000
   Write-down of non-marketable equity securities          132,000        132,000
   Severance and separation charges                        140,000             --
   Accrued bonus                                            81,000             --
   Deferred tax assets acquired from Guideline              50,000             --
   Other, net                                               87,000         46,000
                                                       -----------    -----------
   Deferred tax asset                                    1,838,000      1,839,000
   Valuation allowance                                    (243,000)      (243,000)
                                                       -----------    -----------
   Net deferred tax asset                                1,595,000      1,596,000
   Less current portion                                    505,000        272,000
                                                       -----------    -----------
   Net deferred tax asset, excluding current portion   $ 1,090,000    $ 1,324,000
                                                       ===========    ===========

----------------------------------------------------------------------------------
</TABLE>

              Of the  net  deferred  tax  asset,  $505,000  and  $272,000  as of
              December  31,  2003 and  2002,  respectively,  are  classified  as
              current.

              Federal net operating loss carryforwards expire from 2020 to 2021.
              Of the state and local tax loss carryforward assets, approximately
              $215,000 expire in 2012, with the remainder  expiring from 2020 to
              2021.


                                      F-25
<PAGE>

(13)   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  its
              discretion. Expense relating to the 401(k) and profit sharing plan
              was $104,000, $79,000 and $88,000 for the years ended December 31,
              2003, 2002 and 2001, respectively.

              DEFERRED COMPENSATION

              The Company has a deferred  compensation  arrangement  with Andrew
              Garvin,  the  founder  and former  President  of the  Company.  In
              November  2003,  Mr. Garvin  announced his early  retirement as of
              December 31, 2003. The Company has revised the  calculation of Mr.
              Garvin's  accrued  deferred  compensation to reflect his announced
              date of retirement. Accordingly, the Company reduced the liability
              for accrued deferred compensation by $146,000 in the quarter ended
              September 30, 2003.  After this  adjustment,  the present value of
              the  obligation  is  approximately  $243,000 at December 31, 2003,
              which will be paid over the contractual term of 10 years.

              EMPLOYMENT AGREEMENTS

              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 700,000 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 75,000 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
              conditions,  which  includes the


                                      F-26
<PAGE>

              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 630,000  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.

              A severance arrangement 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.

              Pursuant to the  employment  agreements  described  above,  salary
              commitments for the next five years are as follows:

-------------------------------------------------------------------------------
Year ending December 31,
        2004                                                       $   400,000
        2005                                                            81,000
        2006                                                                --
        2007                                                                --
        2008                                                                --
                                                                   ------------
Total salary commitments                                           $   481,000
                                                                   ============

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

(14)   SUPPLEMENTAL CASH FLOW INFORMATION

              Cash paid for  interest  and income  taxes  during the years ended
              December 31, 2003, 2002 and 2001 was as follows:

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

                                         2003             2002             2001
Interest                              $447,000         $217,000         $236,000
                                      ========         ========         ========
Income taxes                          $ 49,000         $  6,000         $ 12,000
                                      ========         ========         ========

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

              Non-cash operating activities:

              In January 2003, the Company issued 35,000 shares of the Company's
              common stock to a vendor, valued at approximately $44,000.

              Non-cash financing activities:

              In connection with the Guideline  acquisition,  the Company issued
              571,237  unregistered  shares of the  Company's  common stock that
              were fair  valued at  $760,000,  redeemable  at the  option of the
              holder during a specified period of time (see Note 3).


                                      F-27
<PAGE>

              In connection  with the Teltech  acquisition,  the Company  issued
              32,700 unregistered shares of the Company's common stock that were
              fair valued at $50,000 (see Note 3).

              During 2003, the Company recorded preferred dividends of $30,000.

              During 2003, the Company recorded  accretion on redeemable  common
              shares,  issued in connection with the Guideline  acquisition,  of
              $250,000.

              In September 2003, the Company purchased certain equipment under a
              capital lease arrangement for approximately $48,000, with payments
              on a monthly basis over a 48-month  period  commencing  October 1,
              2003.

              During 2003, the Company recorded the cashless  exercise of 83,663
              options at prices  ranging  from $0.62 to $1.062,  in exchange for
              44,312  shares of common  stock at prices  ranging  from  $1.25 to
              $1.90.  Such  shares were held for a period of at least six months
              before the respective  exchange.  The value of these  transactions
              was $76,000.

              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-28
<PAGE>

(15)   SEGMENT REPORTING

              The Company manages its consulting and business  advisory services
              in the following four business segments: Quick Consulting ("QCS"),
              Strategic  Consulting  ("SCRG"),  Quantitative Market Research and
              Teltech.  The Company  operates  primarily  in the United  States.
              Quantitative Market Research was added as a segment as a result of
              the  acquisition of Guideline on April 1, 2003.  Teltech was added
              as a segment as a result of its acquisition by the Company on July
              1,  2003.  See  footnote  3  "Acquisitions"  for a  more  detailed
              description of these  acquisitions.  References to "Corporate" and
              "Other" in our financial statements refer to the portion of assets
              and activities that are not allocated to a segment.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                        YEARS ENDED DECEMBER 31,
                                                             (in thousands)

                                                       2003        2002        2001
                                                       ----        ----        ----
<S>                                                 <C>         <C>         <C>
REVENUES
    QCS                                             $ 18,391    $ 18,624    $ 19,414
    SCRG                                               1,415       2,204       2,801
    Quantitative Market Research                       7,669          --          --
    Teltech                                            4,094          --          --
                                                    --------------------------------
    Total revenues                                  $ 31,569    $ 20,828    $ 22,215
                                                    ================================
OPERATING INCOME (LOSS)
    QCS                                             $  2,390    $  4,127    $  4,429
    SCRG                                                (499)        (99)       (314)
    Quantitative Market Research                         946          --          --
    Teltech                                              421          --          --
                                                    --------------------------------
     Segment operating income                          3,258       4,028       4,115
    Corporate and other (1)                           (2,330)     (5,035)     (5,263)
                                                    --------------------------------
      Operating income (loss)                       $    928    $ (1,007)   $ (1,148)
                                                    ================================
DEPRECIATION AND AMORTIZATION
    QCS                                             $    762    $    460    $    539
    SCRG                                                 120          59          66
    Quantitative Market Research                          41          --          --
    Teltech                                               47          --          --
                                                    --------------------------------
      Total segment depreciation and amortization        970         519         605
    Corporate and other                                  173         420         482
                                                    --------------------------------
      Total depreciation and amortization           $  1,143    $    939    $  1,087
                                                    ================================

TOTAL ASSETS
    QCS                                             $  2,990    $  3,161
    SCRG                                                 372         467
    Quantitative Market Research                       3,071          --
    Teltech                                            2,377          --
                                                    --------------------
      Total segment assets                             8,810       3,628
    Corporate and other                               14,792       5,910
                                                    --------------------
      Total assets                                  $ 23,602    $  9,538
                                                    ====================
CAPITAL EXPENDITURES
    QCS                                             $    133    $    134    $    119
    SCRG                                                   5           3           5
    Quantitative Market Research                          --          --          --
    Teltech                                               --          --          --
                                                    ---------------------------------
      Total segment capital expenditures                 138         137         124
    Corporate and other                                  319         320         180
                                                    ---------------------------------
      Total capital expenditures                    $    457    $    457    $    304
                                                    =================================
</TABLE>

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

           In  2003,  the  Company  changed  its  internal  overhead  allocation
           methodology,  which resulted in greater amounts of corporate overhead
           being  allocated  to the  business  segments in order to better gauge
           each segments  contribution to profitability.  Also, the acquisitions
           of Guideline


                                      F-29
<PAGE>

              and Teltech  triggered a  reapportionment  of  corporate  overhead
              allocations to business  segments.  Had this  methodology  been in
              place during 2002 and 2001,  segment  operating  (loss) income and
              depreciation  and  amortization  would have  been,  on a pro forma
              basis, as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

                                                                         YEARS ENDED DECEMBER 31,
                                                                              (in thousands)

                                                                        2003      2002        2001
                                                                        ----      ----        ----
                                                                       ACTUAL   PRO FORMA  PRO FORMA
                                                                       ------   ---------  ---------
<S>                                                                   <C>        <C>        <C>
OPERATING (LOSS) INCOME
   QCS                                                                $ 2,390    $ 1,527    $ 1,586
   SCRG                                                                  (499)      (358)      (620)
   Quantitative Market Research                                           946         --         --
   Teltech                                                                421         --         --
                                                                      -----------------------------
     Segment operating income                                           3,258      1,169        966
   Corporate and other                                                 (2,330)    (2,176)    (2,114)
                                                                      -----------------------------
      Operating loss                                                  $   928    $(1,007)   $(1,148)
                                                                      =============================

DEPRECIATION AND AMORTIZATION
   QCS                                                                $   762    $   647    $   750
   SCRG                                                                   120         85         98
   Quantitative Market Research                                            41         --         --
   Teltech                                                                 47         --         --
                                                                      -----------------------------
      Total segment depreciation and amortization                         970        732        848
   Corporate and other                                                    173        207        239
                                                                      -----------------------------
      Total depreciation and amortization                             $ 1,143    $   939    $ 1,087
                                                                      =============================
-----------------------------------------------------------------------------------------------------
</TABLE>


(16)   UNAUDITED QUARTERLY DATA

           The following table sets forth selected  quarterly data for the years
           ended  December  31,  2003 and 2002 (in  thousands,  except per share
           data).  The operating  results are not  indicative of results for any
           future period.

<TABLE>
<CAPTION>
                                                                         Income (loss)   Net income
                                                                            before         (loss)           Income        Income
                                                            Operating      provision    attributable      (loss) per    (loss) per
                                                              income    (benefit) for     to common          share:       share:
  Quarter Ended                              Revenues         (loss)     income taxes   shareholders         basic        diluted
  -------------                              --------       ---------   -------------   -------------     ----------    ----------
<S>                                           <C>             <C>            <C>            <C>            <C>            <C>
March 31, 2003                                $ 5,102         $   5          $  65          $  45          $   0.00       $  0.00
June 30, 2003                                   7,063            35           (150)          (251)            (0.02)        (0.02)
September 30, 2003                              9,168           771            565            196              0.02          0.01
December 31, 2003                              10,236           117           (120)           (65)            (0.00)        (0.00)

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)
</TABLE>

--------------------------------------------------------------------------------
           As  discussed in Note 8, in the fourth  quarter of 2003,  the Company
           recorded a charge to operations of $309,000 related to the retirement
           of the Company's  President.  Also, the Company  recorded a charge of
           $127,000  related  to  severance  payments  to be  made  to 5  former
           employees.

                                      F-30
<PAGE>

              Approximately $95,000 was recorded related to bonus and commission
              arrangements in the quarter ended December 31, 2003.



                                      F-31
<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.

/s/ Deloitte & Touche LLP

New York, New York
March 25, 2004



                                      F-32
<PAGE>

                                                                     SCHEDULE II

                         FIND/SVP, INC. AND SUBSIDIARIES

                        Valuation and Qualifying Accounts

                  Years ended December 31, 2003, 2002 and 2001
                            (in thousands of dollars)


<TABLE>
<CAPTION>
                                                      Balance at      Additions
                                                       Beginning      Charged to     Write offs       Balance At
               Classification                           of Year        Earnings     (recoveries)      End of Year
                                                        -------        --------     ------------      -----------

<S>                                                       <C>            <C>           <C>              <C>
Year ended December 31, 2003:
    Allowance for doubtful accounts                       $150           $110          $(11)            $271
                                                          ====           ====          ====             ====

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
                                                          ====           ====          ====             ====
</TABLE>


                                      F-33