EXHIBIT AA
                                                                      ----------
                                                                          Part I

                           SENIOR GRID PROMISSORY NOTE

                                                              New York, New York
$1,000,000                                                    December 30, 1999


         For value received,  the undersigned  unconditionally (and if more than
one, jointly and severally)  promises to pay to the order of THE CHASE MANHATTAN
BANK  ("Chase"),  at its office  located at 270 Park Avenue,  New York, New York
10017, or to such other address as Chase may notify the undersigned,  the sum of
One Million and no/100 Dollars  ($1,000,000) or such unpaid  principal amount of
each loan made to the undersigned by Chase and  outstanding  under this Note, on
the earlier of (i) demand,  (ii) the  maturity  date(s) as shown on the attached
schedule  or any  continuation  of the  schedule,  or (iii)  June 30,  2000 (the
"Maturity Date").

         This Note includes any Schedule or Rider attached hereto.

         1.       DEFINITIONS.  As used in this Note:
                  ------------

         "BANKING  DAY"  means  any  day  on  which  commercial  banks  are  not
authorized  or required to close in New York and whenever such day relates to an
Euro Rate loan or notice  with  respect  to any Euro Rate  loan,  a day on which
dealings in U.S.  dollar  deposits are also carried out in the London  interbank
market.

         "CONSOLIDATED CURRENT ASSETS" means, in respect of the undersigned, all
of its current assets and the current assets of its  Subsidiaries  (if any) on a
consolidated  basis which  should,  in  accordance  with GAAP,  be classified as
current assets.

         "CONSOLIDATED   CURRENT   LIABILITIES"   means,   in   respect  of  the
undersigned,  all of its current  liabilities and the current liabilities of its
Subsidiaries (if any) on a consolidated  basis which should,  in accordance with
GAAP, be classified as current liabilities.

         "CONSOLIDATED  TANGIBLE NET WORTH" means,  in respect of a Person,  the
consolidated stockholders' equity in such Person and its Subsidiaries determined
in  accordance  with GAAP,  except that there shall be  deducted  therefrom  all
intangible  assets (other than  leasehold  improvements)  of such Person and its
Subsidiaries, such as organization costs, unamortized debt discount and expense,
goodwill, patents, trademarks,  copyrights, contractual franchises, and research
and development expenses.

         "DEBT" of any  Person  means (i) all  obligations  of such  Person  for
borrowed  money  (including  in the  case  of  the  undersigned)  the  aggregate
outstanding  amount  of  loans  hereunder)  or the  deferred  purchase  price of
property or services,  (ii) all  obligations of such Person  evidenced by bonds,
notes,   debentures,   drafts  or  similar  instruments  or  securities,   (iii)
indebtedness  for borrowed  money or the deferred  purchase price of property or
services  secured by any lien  existing  on  property  owned or acquired by such
Person, whether or not the liability secured thereby shall have been incurred or
assumed by such Person,  (iv) all capitalized  lease obligations of such Person,
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(v) the undrawn  amount of all letters of credit  issued for the account of such
Person, and (vi) all guaranties and other contingent  obligations of such Person
in respect of  obligations  and  liabilities  of others  referred  to in clauses
(i)-(v) above.

         "EURO  RATE"  means,  for any Fixed Rate loan based upon the LIBOR Rate
for any  Interest  Period  therefor,  a rate  per  annum  (rounded  upwards,  if
necessary,  to the  nearest  1/16 of 1%) to be equal to the  quotient of (i) the
LIBOR Rate for such loan for such Interest Period, divided by (ii) one minus the
Reserve Requirement for such loan for such Interest Period plus two and one-half
percent (2.5%).

         "FISCAL  YEAR"  means the  undersigned's  fiscal year  consisting  of a
twelve month period ending on each December 31.

         "GAAP" means  generally  accepted  accounting  principles in the United
States  of  America  as in  effect  on the date  hereof  and  from  time to time
hereafter consistently applied.

         "INTEREST  PERIOD" means with respect to Euro Rate loans, the period as
Chase may offer and as the Borrower may select,  commencing on the Loan Date and
ending on the  numerically  corresponding  day in the first,  second,  third, or
sixth calendar month  thereafter,  provided that each such Interest Period which
commences on the last  Banking Day of a calendar  month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Banking Day of the  appropriate  calendar month. In
no event  shall an  Interest  Period  have a duration  of less than one month or
exceed the Maturity Date.  "INTEREST  PERIOD" means with respect to Money Market
Rate loans,  for any single  borrowing,  the period for which such  borrowing is
offered.

         "LIBOR RATE" means the rate per annum (rounded  upwards,  if necessary,
to the nearest 1/16 of 1%) quoted by the London office of Chase at approximately
11:00 a.m.  London time (or as soon  thereafter  as  practicable)  on the Second
Business Day prior to the commencement of an Interest Period for the offering by
Chase to leading  banks in the London  interbank  market of United States dollar
deposits  having a term  comparable  to such  Interest  Period  and in an amount
comparable to the principal amount of the loan under the Note.

         "LOAN DATE" means the date on which a loan under this Note is made.

         "MONEY  MARKET  RATE" means if offered,  a rate of interest per year as
offered  by Chase  from time to time on any single  commercial  borrowing  for a
period of up to ninety (90) days.  The Money  Market Rate of interest  available
for any subsequent  borrowings may differ since Money Market Rates may fluctuate
on a daily basis.

         "PERSON" means an individual,  a  corporation,  a company,  a voluntary
association,  a  partnership,  a  trust,  an  unincorporated  organization  or a
government or any agency, instrumentality or political subdivision thereof.

         "REGULATION  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as the same may be amended or  supplemented  from time to
time.
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                                                                               3

         "REGULATORY  CHANGE"  means any change  after the date hereof in United
States federal, state or foreign laws or regulations (including Regulation D) or
the adoption or making  after such date of any  interpretations,  directives  or
requests  applying to a class of banks including the Bank of or under any United
States federal or state,  or any foreign,  laws or  regulations  (whether or not
having  the force of law) by any court or  governmental  or  monetary  authority
charged with the interpretation or administration thereof.

         "RESERVE  REQUIREMENT"  means,  for any Euro Rate loan for any Interest
Period  therefor,  the average  maximum rate at which  reserves  (including  any
marginal,  supplemental  or emergency  reserves)  are required to be  maintained
during such  Interest  Period under  Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding  $5,000,000,000  against
"Eurocurrency liabilities" (as such term is used in Regulation D).

         "SUBORDINATED  DEBT" means all indebtedness not to exceed the aggregate
amount  of  $2,975,000  owing  under  the  subordinated   notes  issued  by  the
undersigned to Furman Selz SBIC,  L.P.  pursuant to a Note and Warrant  Purchase
Agreement,  dated  as of  October  31,  1996,  among  FIND/SVP,  Inc.,  FIND/SVP
Published Products, Inc., FIND/SVP Internet Services, Inc. and Furman Selz FBIC,
L.P. and the subordinated  notes issued by the undersigned to SVP, S.A. pursuant
to Note and Warrant Purchase Agreements,  each dated as of November 26, 1996 and
as of August 25, 1997,  respectively,  among FIND/SVP,  Inc., FIND/SVP Published
Products,   Inc.,  FIND/SVP  Internet  Services,   Inc.  and  SVP,  S.A.,  which
indebtedness shall be subject to intercreditor  agreements in form and substance
satisfactory to Chase.

         "SUBSIDIARY"  means any corporation or other entity of which at least a
majority of the securities or other ownership  interests  having ordinary voting
power  (absolutely  or  contingently)  for the  election of  directors  or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly by the undersigned.

         2. MATURITY  DATE(S).  Each loan shall mature on the earlier of demand,
the last day of the Interest  Period  therefor as noted on the  Interest  Period
column on the attached  schedule or the  Maturity  Date.  As to a Variable  Rate
loan, if no Interest  Period is noted,  then such loan is payable on the earlier
of demand or the Maturity Date.

         3.  INTEREST.  The  undersigned  promises to pay interest on the unpaid
balance of the principal amount of each such loan from and including the date of
each such loan to but  excluding the date such loan shall be paid in full at the
following  applicable  rates,  as may be  offered by Chase and  selected  by the
undersigned:

         Variable Rate:    A rate of interest per year which shall automatically
                           increase or decrease from time to time so that at all
                           times  such rate shall  remain  equal to that rate of
                           interest from time to time  announced by Chase at its
                           head office as its prime commercial lending rate (the
                           "Prime Rate") plus one-half  percent (.50%).  Changes
                           in the rate of interest  hereunder shall be effective
                           as of and for the entire day on which such  change in
                           the Prime Rate becomes effective;
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         and

        Fixed Rate:        A rate per year for  each  Interest  Period  for each
                           loan under this Note equal to either the Euro Rate or
                           the Money Market Rate.

         Unless  three  Business  Days prior to the  expiration  of an  Interest
Period,  the  undersigned  requests  and  Chase  quotes a new  Fixed  Rate for a
subsequent  Interest Period on an existing Fixed Rate loan, such Fixed Rate loan
shall  automatically  convert  to a  Variable  Rate loan on the day  immediately
following the last day of the current  Interest  Period.  The minimum  principal
amount of a Fixed Rate loan shall be $250,000.

         Interest shall be payable in arrears (a) as to a Variable Rate loan, on
the first day of each month and (b) as to a Fixed Rate loan,  on the last day of
each Interest  Period,  or if such Interest Period is more than 90 days, then on
the 90th day after  the date of such  loan and on the last day of such  Interest
Period, unless otherwise specified on a Rider attached hereto, in respect of the
corresponding principal and (c) on the maturity date of any loan. Interest shall
be  calculated  on each loan on the basis of a year of 360 days and  payable for
the actual number of days elapsed.

         After the occurrence of an Event of Default set forth below,  Chase, at
its option, by written notice to the undersigned, may increase the interest rate
on this Note by an additional  two percent (2%) per year,  effective on the date
of such notice.

         4. PAYMENTS. All payments under this Note shall be made in lawful money
of the United States of America and in  immediately  available  funds at Chase's
office  specified  above.  Chase may (but shall not be  obligated  to) debit the
amount of any payment  (principal  or interest)  under this Note when due to the
deposit  accounts of the undersigned  with Chase listed below.  This Note may be
prepaid without penalty or premium unless otherwise specified herein.  Chase may
apply any money  received or collected for payment of this Note to the principal
of,  interest on or any other amount payable under,  this Note in any order that
Chase may elect.

         All  amounts  payable  hereunder  shall  be  made  without  set-off  or
counterclaim  and  clear  of and  without  deduction  for  any  and  all  taxes,
registration  fees,  duties,  levies or any  other  deductions  or  withholdings
whatsoever imposed, collected or made with repeat to this Note. In the event the
undersigned  or Chase is compelled by  applicable  law to pay or deduct any such
amounts,  the undersigned  shall pay to Chase such additional  amounts to insure
that Chase  receives an amount equal to the full amount it otherwise  would have
received had such deduction not been made.

         Whenever  any payment to be made  hereunder  (including  principal  and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business,  that payment will be due on the next following  Banking Day,
and any extension of time shall in each case be included in the  computation  of
interest payable on this Note.

         If any payment (principal or interest) shall not be paid when due other
than a payment of the entire principal balance of the Note due upon acceleration
after default,  to the extent permitted by applicable law, the undersigned shall
pay a late  payment  charge  equal to five  percent  (5%) of the

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amount of such delinquent payment, provided that the amount of such late payment
charge shall be not less than $25 nor more than $500.

         5.  ADDITIONAL  COSTS. If as a result of any Regulatory  Change,  Chase
determines (which  determination  shall be conclusive) that the cost to Chase of
making  or  maintaining  the  loan  is  increased,  or any  amount  received  or
receivable  by Chase  hereunder  is  reduced,  or Chase is  required to make any
payment (including without limitation in connection with any reserves or capital
adequacy  requirements  or  assessments)  in  connection  with  any  transaction
contemplated  hereby,  then the  undersigned  shall pay to Chase on demand  such
additional  amount or amounts as Chase determines will compensate Chase for such
increased cost, reduction or payment. Chase will, within 90 days of such demand,
provide the undersigned  with a statement  setting forth the calculation of such
additional amount or amounts; provided, however, the failure of Chase to provide
such statement shall not relieve the undersigned of its payment obligation.

         6.  ILLEGALITY.  If it becomes unlawful for Chase or its lending office
to make,  convert  or  maintain  any  loan,  Chase  shall  promptly  notify  the
undersigned, and Chase shall not make, convert or maintain any loan and any loan
outstanding  shall be prepaid on demand,  together with interest and any amounts
due under the CERTAIN COMPENSATION section below.

         7. CERTAIN COMPENSATION (FIXED RATE LOAN ONLY). If for any reason there
is a  principal  payment  of a loan on a date  other  than  the  last day of the
Interest  Period  thereof  (whether by demand,  prepayment,  or  otherwise) or a
failure to borrow on the date specified for borrowing,  the undersigned will pay
to Chase on  demand  such  amount  or  amounts  as shall be  sufficient  (in the
reasonable  opinion of Chase) to compensate  Chase for any loss, cost or expense
which  Chase  determines  is  attributable  to such  payment or such  failure to
borrow;   provided  that  Chase  shall  have  delivered  to  the  undersigned  a
certificate  as to the amount of such loss,  cost or  expense  setting  forth in
reasonable detail the calculation thereof,  which shall be presumptively correct
if made in good faith on a reasonable basis.

         8.  AUTHORIZATIONS.  The undersigned  hereby  authorizes  Chase to make
loans and disburse the proceeds  thereof to the account listed below and to make
repayments  of such loans by debiting  such  account  upon oral,  telephonic  or
telecopied  instructions made by any person purporting to be an officer or agent
of the  undersigned  who is  empowered  to make  such  requests  and  give  such
instructions.  The undersigned may amend these instructions,  from time to time,
effective  upon actual  receipt of the  amendment  by Chase.  Chase shall not be
responsible for the authority,  or lack of authority,  of any person giving such
telephonic instructions to Chase pursuant to these provisions. By executing this
Note, the undersigned agrees to be bound to repay any loan obtained hereunder as
reflected  on  Chase's  books and  records  and made in  accordance  with  these
authorizations, regardless of the actual receipt of the proceeds thereof.

         9. RECORDS. The date, principal amount, interest rate and maturity date
of each loan under this Note and each  payment  of  principal,  loan(s) to which
such  principal is applied  (which shall be at the  discretion of Chase) and the
outstanding  principal balance of loans, shall be recorded by Chase on its books
and prior to any  transfer of this Note (or, at the  discretion  of Chase at any
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                                                                               6

other time) endorsed by Chase on the schedule  attached or any  continuation  of
the schedule. Any such endorsement shall be conclusive absent manifest error.

         10.  REPRESENTATIONS  AND WARRANTIES.  The  undersigned  represents and
warrants upon the execution and delivery of this Note and upon each loan request
hereunder, that: (a) it is duly organized and validly existing under the laws of
the  jurisdiction of its  organization or  incorporation  and, if relevant under
such laws,  in good  standing;  (b) it has the power to execute and deliver this
Note and to perform its obligations hereunder and has taken all necessary action
to authorize  such  execution,  delivery and  performance;  (c) such  execution,
delivery and  performance  do not violate or conflict with any law applicable to
it, any provision of its organizational  documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
material contractual restriction binding on or materially affecting it or any of
its assets;  (d) to the best of  undersigned's  knowledge,  all governmental and
other  consents  that are  required to have been  obtained by it with respect to
this Note have been obtained and are in full force and effect and all conditions
of any such consents have been complied  with;  (e) its  obligations  under this
Note  constitute  its  legal,  valid and  binding  obligations,  enforceable  in
accordance  with its terms  except to the extent  that such  enforcement  may be
limited by applicable  bankruptcy,  insolvency  or other similar laws  affecting
creditors'   rights  generally;   (f)  all  financial   statements  and  related
information  furnished  and to be  furnished  to Chase  from time to time by the
undersigned  are true and  complete  and fairly  present the  financial or other
information  stated therein as at such dates or for the periods covered thereby;
(g) there are no actions,  suits,  proceedings or investigations  pending or, to
the  knowledge  of  the  undersigned,   threatened   against  or  affecting  the
undersigned before any court,  governmental agency or arbitrator,  which involve
forfeiture of any assets of the  undersigned or which may  materially  adversely
affect the  financial  condition,  operations,  properties  or  business  of the
undersigned or the ability of the  undersigned  to perform its obligation  under
this Note;  and (h) there has been no material  adverse  change in the financial
condition  of the  undersigned  since  the last  such  financial  statements  or
information.

         11.      AFFIRMATIVE COVENANTS.  The undersigned agrees that it shall:
                  ---------------------

                  (a)  Furnish  to Chase,  within  120 days  after and as at the
close of each Fiscal Year, a consolidated (and  consolidating)  balance sheet(s)
of  undersigned  and  its  consolidated  Subsidiaries,   and  consolidated  (and
consolidating)  statements  of income,  cash flows and changes in  shareholders'
equity of undersigned and its consolidated  Subsidiaries  prepared in accordance
with GAAP consistently applied, on an audit basis, prepared by Deloitte & Touche
LLP, or other  independent  public  accounting firm  satisfactory to Chase,  and
accompanied by a satisfactory report of such accountants which shall not contain
any qualification of opinion or disclaimer;

                  (b)  Furnish  to Chase,  within 45 days  after the end of each
Fiscal  Quarter,  a  consolidated  (and   consolidating)   balance  sheet(s)  of
undersigned and its consolidated Subsidiaries as at the end of each such quarter
and related consolidated (and consolidating) statements of income, cash flow and
changes  in  shareholders'  equity  of  the  undersigned  and  its  consolidated
Subsidiaries  for the Fiscal  Quarter and from the beginning of such Fiscal Year
to the end of such Fiscal  Quarter,  together with  comparisons  to the previous
year, if  appropriate,  and to budget
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                                                                               7

projections,   prepared  in  conformity  with  GAAP  consistently  applied,  and
certified by an appropriate financial officer of undersigned;

                  (c)  Furnish to Chase when  loans are  outstanding,  within 20
days after the end of each month, a statement of accounts  receivable,  to be in
form and substance satisfactory to Chase;

                  (d)  Furnish to Chase such other  books, records  and  reports
as Chase may from time to time  reasonably request; and

                  (e) Permit  representatives  of Chase to visit and inspect any
of the properties of  undersigned  and its  Subsidiaries,  examine its corporate
books and records, and to make extracts or copies of such books and records, and
discuss its affairs,  finances and accounts with its officers,  accountants  and
agents,  provided that the foregoing shall only be done at reasonable  times and
with  not  more  than  reasonable  frequency,  and  provided  further  that  the
reasonable  cost  of  such  inspections  and  examinations   shall  be  paid  by
undersigned.

         12.      NEGATIVE COVENANTS.  The undersigned agrees that it shall not,
and shall not permit any Subsidiary to:

                  (a)  Incur,  create,  permit to exist or assume,  directly  or
indirectly, any Debt other than (i) Debt to Chase, (ii) Subordinated Debt, (iii)
trade indebtedness (which shall not include any borrowing,  trade acceptances or
notes given in settlement of trade indebtedness) incurred in the ordinary course
of business and not more than 30 days overdue,  and (iv) indebtedness related to
liens permitted by clause (b)(ii) below;

                  (b)  Pledge  or  encumber  any  of  its  assets,   except  (i)
mortgages,  liens,  security interests or encumbrances granted to Chase and (ii)
liens on personal  property  incurred in connection with a capital lease entered
into by the undersigned as lessee in the ordinary  course of business,  provided
that any such  liens are  created  contemporaneously  with the  leasing  of such
personal property and attach only to the property so leased; and

                  (c)  Loan  or make  advances  to,  or  guarantee,  indorse  or
otherwise be or become  liable or  contingently  liable in  connection  with the
obligations or indebtedness of any other Person, directly or indirectly;

         13.      FINANCIAL  COVENANTS.  The undersigned  shall  maintain at all
 times the  following  financial  covenants and ratios:

                  (a)  Debt to Consolidated Tangible Net Worth plus Subordinated
 Debt of not more than 2 to 1; and

                  (b)  Consolidated  Current  Assets  to   Consolidated  Current
Liabilities of not less than 1.25 to 1.

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                                                                               8

         14. NO COMMITMENT. This Note does not create and shall not be deemed or
construed  to create  any  contractual  commitment  to lend by  Chase.  Any such
commitment  in  respect  of this  Note  can  only be made by and  shall  only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of Chase.

         15. SECURITY.  As collateral  security for the payment of this Note and
of any and all other  obligations  and  liabilities of the undersigned to Chase,
now existing or hereafter  arising,  the undersigned  grants to Chase a security
interest  in and a lien upon and right of offset  against  all  moneys,  deposit
balances,  securities or other property or interest  therein of the  undersigned
now or at any  time  hereafter  held  or  received  by or  for  or  left  in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping,  custody,  transmission,  collection, pledge or for any
other or different purpose.

         16.      DEFAULT. If any of the following events of default shall occur
with respect to any of the undersigned  (each  an "Event of Default"):

                  (a)  the  undersigned  shall fail to pay the  principal of, or
interest on, this Note, or any other amount payable under this Note, as and when
due and payable;

                  (b) any  representation or warranty made or deemed made by the
undersigned in this Note or in any document granting security or support for (or
otherwise  executed  in  connection  with)  this  Note  or by  any  third  party
supporting   or  liable  with  respect  to  this  Note   (whether  by  guaranty,
subordination,  grant of security or any other credit support,  a "Third Party")
in any document  evidencing the  obligations of a Third Party (this Note and all
of the foregoing  documents and all  agreements,  instruments or other documents
executed by the undersigned or a Third Party being the "Facility  Documents") or
which is contained in any  certificate,  document,  opinion,  financial or other
statement  furnished  at any time  under  or in  connection  with  any  Facility
Document, shall prove to have been incorrect in any material respect on or as of
the date made or deemed made;

                  (c) the  undersigned  or any Third Party shall fail to perform
or observe any term, covenant or agreement contained in any Facility Document on
its part to be performed or observed (not constituting an Event of Default under
any other  clause of this  section),  and such  failure  shall  continue  for 30
consecutive days;

                  (d) the  undersigned or any Third Party shall fail to pay when
due any  indebtedness  (including but not limited to  indebtedness  for borrowed
money) or if any such  indebtedness  shall become due and  payable,  or shall be
capable of  becoming  due and  payable at the option of any holder  thereof,  by
acceleration  of  its  maturity,  or if  there  shall  be  any  default  by  the
undersigned   or  any  Third  Party  under  any   agreement   relating  to  such
indebtedness;

                  (e) the  undersigned or any Third Party:  (i) shall  generally
not, or be unable to, or shall admit in writing its  inability to, pay its debts
as such debts  become  due;  (ii) shall make an  assignment  for the  benefit of
creditors; (iii) shall file a petition in bankruptcy or for any relief under any
law of any jurisdiction relating to reorganization, arrangement, readjustment of
debt,
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                                                                               9


dissolution or  liquidation;  (iv) shall have any such petition filed against it
and the same shall remain  undismissed  for a period of 30 days or shall consent
or  acquiesce  thereto;  or (v) shall have had a receiver,  custodian or trustee
appointed for all or a substantial part of its property;

                  (f) if the  undersigned  or any Third Party is an  individual,
such individual shall die or be declared incompetent;

                  (g) any Third Party  Facility  Document  shall at any time and
for any reason  cease to be in full force and effect or shall be  declared  null
and void, or its validity or  enforceability  shall be contested by the relevant
Third  Party or such Third  Party  shall deny it has any  further  liability  or
obligation under any Facility  Document or shall fail to perform its obligations
under any Facility Document;

                  (h) any security  agreement or other agreement (whether by the
undersigned or any Third Party) granting a security interest,  lien, mortgage or
other encumbrance  securing obligations under any Facility Document shall at any
time and for any reason  cease to create a valid and  perfected  first  priority
security  interest,  lien,  mortgage or other  encumbrance in or on the property
purported to be subject to such agreement or shall cease to be in full force and
effect or shall be declared null and void, or the validity or  enforceability of
any such agreement  shall be contested by any party to such  agreement,  or such
party shall deny it has any further liability or obligation under such agreement
or any such  party  shall  fail to  perform  any of its  obligations  under such
agreement;

                  (i) the  undersigned  shall  make  or  permit  to be made  any
material change in the character,  management or direction of the  undersigned's
business or operations (including, but not limited to, a change in its executive
management  or in the  ownership of its capital  stock which effects a change in
the control of any such business or  operations),  which is not  satisfactory to
Chase;

                  (j) the undersigned or any Third Party shall suffer a material
adverse change in its business, financial condition, properties or prospects;

                  (k) any action, suit,  proceeding or investigation  against or
affecting  the  undersigned  or a Third Party  before any court or  governmental
agency which  involves  forfeiture of any assets of the  undersigned  or a Third
Party shall have been commenced; or

                  (l) one or more  judgments,  decrees or orders for the payment
of money in excess of $50,000 in the  aggregate  shall be  rendered  against the
undersigned  and shall  continue  unsatisfied  and in effect  for a period of 30
consecutive  days  without  being  vacated,  discharged,  satisfied or stayed or
bonded pending appeal.

         THEN,  in any  such  case,  if  Chase  shall  elect  by  notice  to the
undersigned,  the unpaid  principal  amount of this Note,  together with accrued
interest and any other  amounts due  hereunder  shall become  forthwith  due and
payable;  provided that in the case of an event of default under (e) above,  the
unpaid  principal  amount of this Note,  together with accrued  interest and any
other
<PAGE>

                                                                              10

amounts due  hereunder  shall  immediately  become due and  payable  without any
notice or other action by Chase.

         17. CERTAIN WAIVERS.  The undersigned waive(s)  presentment,  notice of
dishonor, protest and any other notice or formality with respect to this Note.

         18. COSTS.  The  undersigned  agree(s) to reimburse Chase on demand for
all reasonable costs, expenses and charges (including,  without limitation,  any
taxes,  fees and charges of external legal counsel for Chase and costs allocated
by  its  internal  legal   department)  in  connection  with  the   preparation,
interpretation,  administration, performance or enforcement of this Note and the
Facility Documents.

         19. NOTICES. All notices,  requests, demands or other communications to
or upon the  undersigned  or Chase shall be in writing and shall be deemed to be
delivered  upon receipt if  delivered by hand or overnight  courier or five days
after  mailing to the  address (a) of the  undersigned  as set forth next to the
undersigned's  execution of this Note, (b) of Chase as first set forth above, or
(c) of the  undersigned  or Chase at such other  address as the  undersigned  or
Chase shall specify to the other in writing.

         20. ASSIGNMENT. This Note shall be binding upon the undersigned and its
or their  successors  and shall inure to the benefit of Chase and its successors
and assigns.

         21.  AMENDMENT  AND WAIVER.  This Note may be amended only by a writing
signed on behalf of each  party and shall be  effective  only to the  extent set
forth in that  writing.  No delay by  Chase  in  exercising  any  power or right
hereunder shall operate as a waiver thereof or of any other power or right;  nor
shall any single or partial  exercise  of any power or right  preclude  other or
future exercise thereof, or the exercise of any other power or right hereunder.

         22.  GOVERNING  LAW;  JURISDICTION.  This Note shall be governed by and
construed in accordance  with the laws of the State of New York. The undersigned
consent(s) to the  nonexclusive  jurisdiction  and venue of the state or federal
courts located in such state. The undersigned  hereby waives any objection which
it or they  may now or  hereafter  have to the  laying  of  venue of any suit or
action arising out of this Note in such courts and further waives any claim that
any such  suit or  action  brought  in any such  court  has been  brought  in an
inconvenient  forum.  In the event of a dispute  hereunder,  suit may be brought
against  the  undersigned  is  such  courts  or in any  jurisdiction  where  the
undersigned or any of its assets may be located.  Service of process by Chase in
connection  with any dispute shall be binding on the  undersigned if sent to the
undersigned by registered  mail at the  address(es)  specified  below or to such
further address(es) as the undersigned may specify to Chase in writing.

         23. MAXIMUM INTEREST. Notwithstanding any other provision of this Note,
the  undersigned  shall not be required to pay any amount  pursuant to this Note
which  is in  excess  of  the  maximum  amount  permitted  to be  charged  under
applicable  law and any such  excess  interest  paid  shall be  refunded  to the
undersigned or applied to principal owing hereunder.
<PAGE>

                                                                              11

         24.  SENIOR  GRID  PROMISSORY  NOTE.  This  Note  and the  indebtedness
evidenced hereby are senior in all respect to the Subordinated  Debt,  including
without limitation, payment of all amounts due hereunder to the holder hereof.

         25. JURY, CERTAIN DEFENSES AND SET-OFF WAIVERS.  THE UNDERSIGNED HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE(S)  (TO  THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW) ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING
UNDER OR RELATING  TO THIS NOTE OR ANY  FACILITY  DOCUMENT,  AND AGREES THAT ANY
SUCH DISPUTE SHALL, AT CHASE'S OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.

         IN ADDITION,  THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED  UPON ANY  STATUTE OF  LIMITATIONS  OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

                                            CHASE ACCOUNT NO. TO BE CHARGED FOR
                                            DISBURSEMENTS AND PAYMENTS:



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


                                            FIND/SVP, INC.

                                            BY:  _______________________________

                                            PRINT NAME: ________________________

                                            TITLE:  ____________________________

         ADDRESS FOR NOTICES:
         625 AVENUE OF THE AMERICAS
         NEW YORK, NEW YORK 10011
         TELECOPIER NO.  (212)255-7632

<PAGE>


                     SCHEDULE TO SENIOR GRID PROMISSORY NOTE
                                OF FIND/SVP, INC.
                             DATED DECEMBER 30, 1999
<TABLE>
<CAPTION>
================================================================================================================
                                                                                  AGGREGATE
                                                                                  PRINCIPAL
     DATE OF           INTEREST       AMOUNT OF    INTEREST    AMOUNT OF      BALANCE REMAINING      NOTATION
      LOAN              PERIOD          LOAN         RATE       PAYMENT             UNPAID            MADE BY
----------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>           <C>        <C>             <C>                   <C>

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


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


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



<PAGE>

                                                                      Exhibit AA
                                                                      ----------
                                                                         Part II


                  SECURITY  AGREEMENT  dated December 30, 1999 made by FIND/SVP,
INC. (the "Pledgor") in favor of THE CHASE MANHATTAN BANK (the "Secured Party").

                              W I T N E S S E T H:

                  WHEREAS the  Pledgor is the maker of a Senior Grid  Promissory
Note of even date  herewith  (as it may be amended,  restated,  supplemented  or
otherwise  modified from time to time, the "Note"),  payable to the order of the
Secured Party; and

                  WHEREAS in order to secure  the  obligations  of the  Pledgor,
including  its  obligations  under  the Note and this  Security  Agreement,  the
Secured  Party has  requested  and the Pledgor has agreed to execute and deliver
this Security Agreement.

                  NOW,  THEREFORE,  in  consideration  of the premises and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the Pledgor hereby agrees with the Secured Party as follows:

                  1.  SECURITY  INTEREST.  As security for the  Obligations  (as
hereinafter defined),  the Pledgor pledges and assigns to the Secured Party, and
grants to the  Secured  Party a  continuing  security  interest  in,  all of the
Pledgor's right,  title and interest  (whether now existing or hereafter created
or acquired by the Pledgor) in: (a) its accounts  receivable  and other personal
property  that  constitutes  accounts  as such term is  defined  in the  Uniform
Commercial  Code of the  State  of New  York  (the  "Uniform  Commercial  Code")
(collectively, "Accounts"); (b) its inventory, including goods, merchandise, raw
materials, goods in process, finished goods and other tangible personal property
that  constitutes  inventory  as such term is defined in the Uniform  Commercial
Code (collectively,  "Inventory"); (c) its equipment, including all substitutes,
replacements,  accessions and additions thereto,  all tools, parts,  accessories
and  attachments  used in connection  therewith and all other tangible  personal
property  that  constitutes  equipment  as such term is defined  in the  Uniform
Commercial Code)  (collectively,  "Equipment");  (d) its other tangible personal
property  that  constitutes  goods  as  such  term  is  defined  in the  Uniform
Commercial  Code; (e) its intellectual  property,  goodwill,  trademarks,  trade
names,  servicemarks,  copyrights,  permits  and  licenses;  (f) all  contracts,
contract rights,  bills, notes,  drafts,  acceptances,  instruments,  documents,
chattel paper,  choses in action and all other intangible personal property that
constitutes  general  intangibles  as  such  term  is  defined  in  the  Uniform
Commercial  Code; (g) all  securities,  securities  entitlements  and investment
property;  (h) all books and  records  (including  but not  limited to  computer
programs and tapes and related software)  relating to any of the foregoing;  and
(h) all cash and noncash  proceeds and products of any of the foregoing  (all of
the foregoing is collectively called the "Collateral").

                  2. OBLIGATIONS  SECURED. The security interest granted by this
Agreement  is to  secure  the  payment  and  performance  of any  and all of the
Pledgor's   obligations  to  the  Secured  Party  of  every  kind,   nature  and
description,  whether for principal,  interest,  fees or other amounts,  whether
direct or  indirect,  secured  or  unsecured,  joint  and  several  absolute  or
contingent, due or
<PAGE>

                                                                               2

to become due, now existing or hereafter  arising,  regardless of how they arise
or by what agreement or instrument and whether or not evidenced by any agreement
or  instrument,  and all  obligations to perform acts or refrain from taking any
action (all of the foregoing collectively, the "Obligations").

                  3. UNCONDITIONAL  GRANT OF SECURITY INTEREST.  (a) The Pledgor
agrees that this Agreement  shall be binding upon the Pledgor and that the grant
of  the  security   interest  in  the  Collateral   shall  be  irrevocable   and
unconditional,  irrespective of the validity,  legality or enforceability of the
Obligations,  the  absence  of any  action to  enforce  the same,  any waiver or
consent by the Secured  Party with  respect to any  provisions  thereof,  or any
action to enforce the same or any other  similar  circumstances.  The  Pledgor's
obligations  and  liabilities  hereunder  shall not be conditioned or contingent
upon the Secured  Party's pursuit at any time of any right or remedy against any
other  person or entity  that may be or become  liable in  respect of all or any
part of the Obligations or against any collateral  security or guaranty therefor
or right of offset with respect  thereto.  The Pledgor hereby waives  diligence,
presentment,  demand of  payment,  filing of claims with a court in the event of
the Pledgor's merger or bankruptcy,  protest or notice with respect to any notes
evidencing the  Obligations  and all demands  whatsoever.  This Agreement  shall
remain in full force and effect  and be  binding in  accordance  with and to the
extent  of  its  terms  upon  the  Pledgor  until  the  Obligations   have  been
indefeasible paid in full,  notwithstanding  that from time to time there may be
no Obligations outstanding.

                            (b) The  Pledgor  agrees that  without  notice to or
further assent by the Pledgor, its liability or the liability of any other party
for or upon any of the Obligations  may, from time to time, in whole or in part,
be renewed,  extended,  modified,  accelerated,  compromised  or released by the
Secured  Party as the  Secured  Party  may deem  advisable,  and that any  other
collateral or liens for any of the Obligations  may, from time to time, in whole
or in part, be  exchanged,  sold or  surrendered  by the Secured  Party,  as the
Secured Party may deem advisable, all without impairing, abridging, affecting or
diminishing  this  Agreement  or the Secured  Party's  rights  hereunder or with
respect to the Collateral.

                  4.  REPRESENTATIONS,  COVENANTS  AND  WARRANTIES.  The Pledgor
hereby makes the  following  representations,  covenants and  warranties,  which
shall be deemed to be repeated and confirmed upon the creation or acquisition by
the Pledgor of each item of Collateral and upon the creation of any Obligation:

                            (a) The Pledgor is a  corporation,  duly  organized,
validly  existing  and in good  standing  under  the  laws  of the  jurisdiction
indicated  beneath  the  Pledgor's  signature  line of this  Agreement,  has the
requisite  corporate power to own its properties and to carry on its business as
now being conducted,  is qualified to engage in business and is in good standing
in each other  jurisdiction  in which the  character  of its  properties  or the
transaction  of its  business  make such  qualification  necessary,  and has the
requisite corporate power to execute, deliver and perform this Agreement.
<PAGE>

                                                                               3

                            (b) The execution,  delivery and performance of this
Agreement and the granting of the security  interest in the  Collateral  (i) has
been duly authorized by all requisite corporate action of the Pledgor; (ii) will
not:  (A)  violate any  provision  of law,  any order of any court,  tribunal or
agency  of  government  or its  certificate  of  incorporation,  bylaws or other
charter  documents;  (B) violate,  be in conflict with, result in a breach of or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
indenture,  license,  sublicense,  agreement  or other  instrument  to which the
Pledgor  is a party or by  which  it or any of its  properties  are  bound;  (C)
violate  any  governmental  or agency  rule or  regulation  (including,  but not
limited to, Regulations U and X of the Board of Governors of the Federal Reserve
System);  or (D) result in the  creation or  imposition  of any lien,  charge or
encumbrance  whatsoever  upon any of the  Collateral,  except  for the  security
interest  created  by this  Agreement;  and (iii) do not  require  any filing or
registration with, any permit, license, consent or approval of, or any exemption
by,  any  governmental  or  regulatory  authority,  except  filings  of  Uniform
Commercial  Code financing  statements in the public offices listed on Exhibit A
hereto.

                            (c)  This  Agreement  has  been  duly  executed  and
delivered  by the  Pledgor  and is its  legal,  valid  and  binding  obligation,
enforceable against it in accordance with its terms, subject only to bankruptcy,
insolvency,  reorganization,  moratorium  or similar  laws now or  hereafter  in
effect  relating  to or  affecting  the  enforceability  of rights of  creditors
generally and to general equitable principles that may limit the right to obtain
equitable remedies.  This Agreement creates in the Secured Party's favor a valid
and,  upon the  filing of the  appropriate  Uniform  Commercial  Code  financing
statements in the public offices  listed on Exhibit A hereto,  perfected lien on
and security interest in the Collateral, enforceable against the Pledgor and all
third  parties and  superior in right to all other  security  interests,  liens,
encumbrances or charges, existing or future. Upon such filings or recordings, no
filing or recording of any other financing  statements or other  instruments and
no  recording,  filing or indexing of this  Agreement  is  necessary in order to
preserve and protect the Secured Party's security  interest in the Collateral as
a legal,  valid and enforceable  perfected  security interest in the Collateral,
except filing of  appropriate  continuation  statements  with respect to Uniform
Commercial Code financing statements.

                            (d) On the date  hereof  and at any time  during the
term of this Agreement  during which a security  interest in the Secured Party's
favor in the Collateral exists, no financing  statement (or similar statement or
instrument of registration  under the laws of any jurisdiction) is or will be on
file or registered  in any public office  covering any interest of any kind with
respect to the  Collateral,  or intended so to be, other than those  relating to
the security  interest  created by this Agreement and those  permitted under the
Note,  and the Pledgor will be the lawful owner of the  Collateral and will have
good right to grant the Secured Party a security interest  therein.  The Pledgor
will  perform  all acts and deeds  possible  to assure  that all  documents  and
agreements  held by the Pledgor with respect to the Collateral  will be true and
correct  and in all  respects  what  they  purport  to be;  all  signatures  and
endorsements  that  appear  thereon  will be genuine  and such  signatories  and
endorsers  will have the full  capacity to  contract;  none of the  transactions
underlying or giving rise to the  Collateral  nor any operation or use of any of
the Collateral  will violate any applicable  state or federal law or regulation;
and all
<PAGE>

                                                                               4

documents  relating to the Collateral will be legally sufficient under such laws
and regulations and will be legally  enforceable in accordance with their terms.
None of the  Collateral  is or will be affixed to real estate unless the Pledgor
has furnished to the Secured Party such consents,  waivers or disclaimers as are
necessary  to  make  the  Secured  Party's  security  interest  in  such  of the
Collateral  valid against  persons or entities  holding an interest in such real
estate. The Pledgor will defend the Collateral against all claims and demands of
all other  parties  claiming  the same or an interest  therein,  and none of the
Collateral  will be: (i) sold,  assigned or  transferred to any person or entity
other than the Secured Party except, with respect to Inventory,  in the ordinary
course  of the  Pledgor's  business  or (ii) in any way  pledged,  mortgaged  or
otherwise encumbered except to the Secured Party.

                            (e)(i) The Pledgor  will  perform all acts and deeds
possible to assure that each of its Accounts: (A) is on the date hereof and will
be at all times  during  the term of this  Agreement  a good and  valid  Account
representing an undisputed bona fide indebtedness incurred by the account debtor
named  therein  for  goods  theretofore  sold by the  Pledgor  to,  or  services
theretofore  performed by the Pledgor for, such account debtor;  (B) will not be
subject to any defense, offset,  counterclaim,  holdback, discount or allowance;
(C) will not have been made with an account  debtor under an agreement  pursuant
to which any reduction or discount may be claimed; and (D) will be an Account of
which the Pledgor is the lawful  owner and have the right to subject the same to
the Secured  Party's  security  interest  and (ii) no action has been or will be
taken by the  Pledgor  which has or will have the effect of giving to an account
debtor any defense,  setoff,  claim or counterclaim against the Pledgor that may
be asserted against the Secured Party,  whether in any proceeding to enforce the
Collateral  or otherwise.  No Account will have been or hereafter  will be sold,
assigned or  transferred to any person or entity other than the Secured Party or
in any way encumbered except to the Secured Party.

                            (f) To the  best of the  Pledgor's  knowledge,  each
account  debtor or guarantor or endorser of an Account or other party  obligated
under an Account that at any time is or becomes  subject to a security  interest
in favor of the Secured  Party is and will continue to be solvent and fully able
to pay and  perform in full when due all  Accounts  under  which such  person or
entity is obligated,  and the Pledgor will take all steps  necessary to preserve
the liability of each account debtor, guarantor,  endorser, obligor or secondary
party whose obligations are part of the Collateral.

                            (g)  The  Pledgor  will  perform  all of the  terms,
covenants  and  conditions  on its part to be  observed or  performed  under the
contracts  giving rise to its Accounts and take all steps necessary to keep such
contracts in full force and effect.  Without the Secured  Party's prior consent,
the  Pledgor  will not  compromise,  adjust,  amend,  modify or alter any of the
terms,  covenants or  conditions  of any of its Accounts (or extend the time for
payment  thereof)  or grant any  additional  discounts,  allowances  or  credits
thereon.

                            (h) The  Pledgor  will  promptly  notify the Secured
Party if any Account becomes  evidenced by an instrument,  and, upon the Secured
Party's request, promptly deliver
<PAGE>

                                                                               5

said  instrument  to the Secured  Party,  appropriately  endorsed in the Secured
Party's favor to be held as Collateral hereunder.

                            (i) The Pledgor will furnish to the Secured Party at
such times as the Secured  Party may request  statements,  in form and substance
satisfactory to the Secured Party,  of all of its Accounts,  itemized by account
debtor, and of the location and aggregate value at each such location of all the
Pledgor's  Inventory  and  a  statement  showing  opening  Inventory,  Inventory
acquired,  Inventory sold and held for future  delivery,  Inventory  returned or
repossessed,  Inventory  used or consumed in the Pledgor's  business and closing
Inventory,  each such statement to be certified by the Pledgor's chief financial
officer,  and, promptly from time to time, such other information as the Secured
Party  may  reasonably  request  regarding  the  Collateral  and  the  Pledgor's
operations, business, affairs and financial condition.

                            (j) There is no litigation  pending or threatened in
any court or  jurisdiction,  the  outcome of which  would  affect the  Pledgor's
interest in the Collateral in a materially adverse manner.

                            (k) There are no setoffs,  counterclaims or defenses
with respect to the  Collateral  and no  agreement  has been made with any other
person or party  under  which any  deduction  or  discount  may be claimed  with
respect to the Collateral.

                            (l) The information, exhibits, reports and financial
statements  furnished  by the  Pledgor  in  connection  with  the  Note  or this
Agreement  are true and correct in all  respects and do not contain any omission
or misstatement of fact which would make the statements contained therein false,
misleading or incomplete in any respect.

                            (m)  The  Pledgor   will,   promptly  upon  learning
thereof,  report to the Secured Party:  (i) any material,  adverse change in the
information  contained  herein  relating  to the  Pledgor,  its  business or the
Collateral;  (ii) the  details  of any  material,  adverse  claim or  litigation
affecting the Pledgor or the Collateral; (iii) any material loss of or damage to
the  Collateral or any other  matters  affecting  the value,  enforceability  or
collectibility  of any of the Collateral;  and (iv) any  reclamation,  return or
repossession of any material  portion of the Collateral,  all material delays in
performance, notices of default, claims made or disputes asserted by any account
debtor or other obligor and any other matters  materially,  adversely  affecting
the value, enforceability or collectibility of any of the Collateral.

                            (n)  The  Pledgor  will  conduct  and  carry  on its
business in a manner  consistent with the manner in which it is conducted on the
date  hereof so as to protect and  preserve  the  Collateral  and  maintain,  in
accordance with generally accepted accounting principles,  consistently applied,
accurate books and records  pertaining to the Collateral and, if so requested by
the Secured  Party,  the Pledgor  will mark each of its ledger  cards,  books of
account and other records relating to the Collateral with appropriate notations,
satisfactory  to the Secured  Party,  disclosing  that such  Collateral has been
assigned  and/or  transferred  to the  Secured  Party and that the  Pledgor  has
granted to the Secured Party a security interest therein.
<PAGE>

                                                                               6

                            (o) All  Inventory  or  Equipment  now  owned by the
Pledgor is kept at the locations  indicated on Exhibit B hereto. The location of
its  principal  office and chief  executive  office and the  location  where the
originals  of  its  records  pertaining  to its  Accounts  are  kept  are at the
addresses  indicated  on  Exhibit B hereto.  The  Pledgor  will not  change  the
location of any of its  Inventory  or Equipment  or of its  principal  office or
chief  executive  office or the  location of the office where the records of its
Accounts are kept unless 20 days' prior  written  notice of such change is given
to the Secured Party. The Pledgor's name set forth above its signature hereto is
its correct  legal name,  and the Pledgor has not within the past five years had
any other legal name, nor has the Pledgor done within such five years nor is the
Pledgor now doing business under any other name,  except as set forth on Exhibit
B to this  Agreement.  The Pledgor will not change its legal name, use any other
name nor change the form of its organization without giving the Secured Party 20
days' prior written  notice  thereof.  The Pledgor's  correct  United States tax
identification number is set forth below its signature hereto.

                            (p) The  Pledgor  will do or  cause  to be done  all
recordings,  filings and giving of public  notice  under any  applicable  law or
ordinance  necessary to comply fully with such law or  ordinance,  including any
notices to the United States  government under the Federal  Assignment of Claims
Act, and the Pledgor  will from time to time do whatever  the Secured  Party may
request by way of  obtaining,  executing,  delivering  and/or  filing  financing
statements,  landlord's  or  mortgagee's  lien waivers and other  notices of any
kind, and amendments and renewals  thereto,  and will take any and all steps and
will observe such formalities as the Secured Party may request,  all in order to
create and maintain the Secured  Party's valid security  interest in any and all
of the  Collateral.  The Pledgor  will pay all costs for searches and filings in
connection  therewith.  The Pledgor agrees to execute such financing statements,
security  agreements or other  instruments with respect to any of the Collateral
as the Secured Party may request and authorizes the Secured Party to execute and
file at any time such financing  statements without the Pledgor's signature and,
if upon request the Pledgor fails to do so, to execute such security  agreements
or other  instruments  on its behalf.  The Secured Party may file a photocopy or
other reproduction of this Agreement as a financing statement.

                            (q)  The  Pledgor  will  deliver,  or  cause  to  be
delivered,  to the  Secured  Party from time to time  promptly  upon the Secured
Party's request: (i) any documents of title,  instruments and chattel paper (and
the  Secured  Party has been  granted a direct  security  interest in all of the
Pledgor's  chattel  paper)   constituting,   representing  or  relating  to  the
Collateral;   (ii)   all   books  of   account,   records,   ledgers,   reports,
correspondence,   schedules,  documents,  statements,  lists  and  the  writings
relating to the Collateral  for the purpose of  inspecting,  auditing or copying
the same;  PROVIDED that the Pledgor  shall be permitted to make copies  thereof
before  delivering  such  items  to  the  Secured  Party;  (iii)  all  financial
statements prepared by or for the Pledgor regarding its business; (iv) copies of
all policies and certificates of insurance  relating to the Collateral;  and (v)
such  information  concerning  the Collateral or the Pledgor or any affiliate of
the Pledgor as the Secured Party may reasonably request.

                            (r) The  Pledgor  will at its own  expense  maintain
insurance with insurance companies reasonably  satisfactory to the Secured Party
on such of its assets, in such
<PAGE>

                                                                               7

amounts  and  against  such  risks  as  is  customarily  maintained  by  similar
businesses,  provided that, with respect to insurance  regarding the Collateral,
all such insurance  policies shall contain loss payable clauses  satisfactory to
the Secured Party, naming the Secured Party as a loss payee.

                            (s)  The  Pledgor  will  take  adequate  care of the
Collateral  and pay all costs  necessary to preserve the  Collateral,  including
(but not limited to) all taxes, rates, levies,  assessments and other charges of
every  nature that may be  lawfully  levied,  assessed or imposed  against or in
respect  of the  Pledgor  or the  Collateral  as and when  they  become  due and
payable.

                            (t)  The  Pledgor   will  give  the  Secured   Party
immediate  notice of (i) any default under this  Agreement or (ii) any action or
proceeding to which the Pledgor is a party,  or affecting the Pledgor an adverse
determination  of  which  would  affect  the  Pledgor  or  the  Collateral  in a
materially adverse manner.

                  5. CUSTODY, INSPECTION,  COLLATERAL AND HANDLING OF COLLATERAL
AND RECORDS.  (a) Subject to compliance with the covenants contained herein, the
Pledgor  may,  until the  occurrence  of a  default  by the  Pledgor  hereunder,
possess,  operate,  collect,  use and enjoy and deal with the  Collateral in the
ordinary  course  of its  business  in any  manner  not  inconsistent  with  the
provisions  hereof;  provided always that the Secured Party shall have the right
at any time and from  time to time to  verify  the  existence  and  state of the
Collateral  in any manner the Secured  Party may  consider  appropriate  and the
Pledgor agrees to furnish all assistance and information and to perform all such
acts as the Secured Party may reasonably request in connection therewith and for
such  purpose to grant to the Secured  Party or its agents  access to all places
where  the  Collateral  may  be  located  and to all  premises  occupied  by the
Pledgor's  business.  The Secured Party shall be privileged at any time and from
time to time after the occurrence of a default hereunder to hire and maintain on
any of the Pledgor's premises a custodian or independent  contractor selected by
the Secured  Party who shall have full  authority  to do all acts  necessary  to
protect  the  Secured  Party's  interests  and to  report to the  Secured  Party
thereon. The Pledgor agrees to cooperate with any such person and to do whatever
the  Secured  Party may  reasonably  request  by way of  leasing  warehouses  or
otherwise preserving the Collateral.  All expenses incurred by the Secured Party
by reason of the employment of any such person shall be charged to the Pledgor's
account,  shall  be  part  of  the  Obligations  and  shall  be  secured  by the
Collateral.

                            (b)  If  the   Collateral   at  any  time   includes
securities, the Pledgor authorizes the Secured Party to transfer the same or any
part thereof into the Secured Party's own name or that of its nominee(s) so that
it or its nominee(s)  may appear of record as the sole owner  thereof;  provided
that,  until the occurrence of a default by the Pledgor  hereunder,  the Secured
Party shall deliver promptly to the Pledgor all notices or other  communications
received by the Secured Party or its  nominee(s) as such  registered  owner and,
upon  demand and receipt of payment of any  necessary  expenses  thereof,  shall
issue to the Pledgor or its order a proxy vote and take all action with  respect
to such securities. After a default by the Pledgor hereunder, the Pledgor waives
all rights to receive  any  notices or  communications  received  by the Secured
Party or its nominee(s) as such registered owner and agrees that no proxy issued
by the Secured Party to the Pledgor or its order as aforesaid  shall  thereafter
be effective.

<PAGE>

                                                                               8

                            (c) Until the occurrence of a default by the Pledgor
under this  Agreement,  the  Pledgor  reserves  the right to receive  any moneys
constituting income from or interest on the Collateral, and if the Secured Party
receives any such moneys  before a default by the Pledgor  under this  Agreement
and until the  Obligations  have been satisfied in full, the Secured Party shall
either credit such moneys to the  Pledgor's  account or promptly pay them to the
Pledgor.  After a default by the Pledgor under this Agreement,  the Pledgor will
not  request or receive any moneys  constituting  income from or interest on the
Collateral,  and if the Pledgor  receives any such moneys without any request by
the Secured Party, the Pledgor will pay them promptly to the Secured Party.

                            (d)  Whether or not a default  under this  Agreement
has  occurred,  the Pledgor  authorizes  the Secured  Party:  (i) to receive any
increase in or profits on the Collateral  (other than money) and to hold them as
part of the  Collateral  (money so  received  shall be treated as income for the
purposes of  paragraph  (c) of this Section 5 and dealt with  accordingly);  and
(ii) to receive any payment or  distribution  upon  redemption  or retirement or
upon dissolution and liquidation of the account debtor of any of the Collateral,
to surrender such Collateral in exchange for such payment or distribution and to
hold any such payment or distribution as part of the Collateral.  If the Pledgor
receives  any such  increase  or  profits  (other  than  money) or  payments  or
distributions, the Pledgor will deliver them promptly to the Secured Party to be
held by the Secured Party as provided in this Agreement.

                            (e) The  Pledgor  will,  promptly  upon the  Secured
Party's request,  at any time or from time to time, and the Secured Party may in
its sole discretion  upon a default by the Pledgor under this Agreement,  notify
the Pledgor's  account debtors that payment of all Accounts shall be made to the
Pledgor at such address or addresses as the Secured  Party may from time to time
specify.  Upon such  notification,  the  Secured  Party  shall have the right to
receive,  or its  agents  or  independent  contractors  shall  have the right to
receive on its behalf, the proceeds of, and all documents, instruments or papers
in connection  with, the Pledgor's  Accounts at such address or addresses and to
receive, endorse, assign or deliver in the Secured Party's name or the Pledgor's
name any and all checks,  drafts and other  instruments for the payment of money
relating  to  the  Pledgor's   Accounts,   and  the  Pledgor  waives  notice  of
presentment,  protest and nonpayment of any instrument so endorsed.  The Pledgor
acknowledges that any payments on, or other proceeds of, the Collateral received
by the Pledgor from account  debtors,  whether before or after  notification  to
account debtors of the security  interest  granted by this Agreement and whether
before or after the  occurrence  of a default  under  this  Agreement,  shall be
received  and held by the  Pledgor in trust for the  Secured  Party and shall be
turned  over  to the  Secured  Party  upon  its  request  to be  subject  to the
provisions  of this  Agreement.  Proceeds of Accounts so received by the Secured
Party  or on its  behalf  shall  be  credited,  subject  to  collection,  to the
Pledgor's  account  with the Secured  Party or as  otherwise  determined  by the
Secured Party,  subject to the Secured  Party's right to withhold credit pending
the final  collection  and settlement of any item and its further right to apply
all or part of such proceeds to the then  outstanding  Obligations.  The Pledgor
constitutes the Secured Party or its designee as the Pledgor's  attorney-in-fact
with power: to endorse the Pledgor's name upon any notes,  acceptances,  checks,
drafts,  money orders or other  evidences of payment or Collateral that may come
into the Secured
<PAGE>

                                                                               9

Party's possession;  to sign the Pledgor's name on any invoice or bill of lading
relating to the Pledgor's Accounts, drafts against account debtors,  assignments
and verifications of the Pledgor's  Accounts and notices to account debtors;  to
send  verifications  of Accounts to any of the  Pledgor's  account  debtors;  to
notify the  postal  authorities  to change  the  address  for  delivery  of mail
addressed to the Pledgor to such address as the Secured Party may designate; and
to do all other acts and things necessary to carry out this Agreement.  All acts
of said attorney or designee are hereby ratified and approved, and said attorney
or designee  shall not be liable for any acts of omission or commission  nor for
any error of judgment or mistake of fact or law.  This power being  coupled with
an  interest  is  irrevocable  as  long  as any  Obligation  remains  unpaid  or
unperformed.

                            (f) After the occurrence of a default hereunder, the
Secured Party may,  without  notice to or consent from the Pledgor,  sue upon or
otherwise  collect,  extend the time of payment of or  compromise  or settle for
cash,  credit or otherwise  upon any terms any of the Pledgor's  Accounts or any
securities,  instruments  or insurance  applicable  thereto  and/or  release the
obligor  thereon.  The Secured  Party is  authorized  and  empowered in its sole
discretion to accept the return of the goods represented by any of the Pledgor's
Accounts without notice to or consent by the Pledgor, all without discharging or
in any way affecting the Pledgor's liability under this Agreement.

                  6. DEFAULT.  If any default in the payment or  performance  of
any  of  the  Obligations  occurs  and is  continuing,  if  any  representation,
warranty,  report or certificate  made in this Agreement,  the Note or otherwise
furnished in writing by the Pledgor to the Secured Party in connection with this
Agreement  or the Note proves to have been false or  misleading  in any material
respect when made or deemed made, if the Pledgor  defaults in the due observance
or performance of any other  covenant,  condition or agreement to be observed or
performed  pursuant to the terms of this Agreement or the Note or if the Pledgor
becomes involved as the debtor in any bankruptcy or insolvency proceedings, then
the Pledgor will be in default under this Agreement.

                  7. RIGHTS AND REMEDIES  UPON  DEFAULT.  (a) Upon the Pledgor's
default under this Agreement, and at any time thereafter, the Secured Party may,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby expressly waived, declare any or all of the Obligations to be immediately
due and payable.

                            (b) Upon the  Pledgor's  default,  the Secured Party
shall  also have the  right,  without  notice to or assent by the  Pledgor,  and
without  affecting  the  Obligations,  in the  Pledgor's  name or in the Secured
Party's name or otherwise, to: (i) ask for, demand, collect,  receive,  compound
and give acquittance for the Accounts or any part thereof;  (ii) extend the time
of payment of, compromise or settle for cash, credit or otherwise,  and upon any
terms and conditions,  any of the Accounts;  (iii) endorse the Pledgor's name on
any  checks,  drafts or other  orders or  instruments  for the payment of moneys
payable to the Pledgor  issued in respect of any  Accounts or other  Collateral;
(iv) file any claims and commence,  maintain or discontinue any actions,  suits,
or other  proceedings  deemed by the Secured  Party to be necessary or advisable
for
<PAGE>

                                                                              10

the purpose of collecting or enforcing payment of any Accounts;  (v) execute any
instrument  and do any and all other things  necessary and proper to protect and
preserve and realize upon the Accounts or other  Collateral and the other rights
contemplated by this Agreement; (vi) notify any or all account debtors under any
or all of the Accounts to make payment thereof directly to the Secured Party for
the Pledgor's account and to require the Pledgor promptly to give similar notice
to the account debtors; and/or (vii) require the Pledgor promptly to account for
and  transmit to the Secured  Party in the same form as  received  all  proceeds
(other than physical property) of collection of Accounts received by the Pledgor
and, until so  transmitted to the Secured Party,  to hold such proceeds in trust
for the Secured  Party and not  commingle  them with any other of the  Pledgor's
funds.

                            (c) Upon the  Pledgor's  default,  the Secured Party
shall  also have the right,  without  notice to or assent by the  Secured  Party
(except as provided in clause (i) of this paragraph (c)), and without  affecting
the  Obligations,  in the  Pledgor's  name  or in the  Secured  Party's  name or
otherwise,  to: (i) upon notice to such effect,  require the Pledgor to deliver,
at its expense, any or all of the Collateral and all books of account,  records,
ledgers, reports,  correspondence,  schedules, documents,  statements, lists and
other  writings  relating  to the  Collateral  to the  Secured  Party at a place
designated  by the Secured  Party (and after  delivery  thereof the Pledgor will
have no further claim to or interest in such  Collateral);  (ii) take possession
of any or all of the  Collateral  and all books of  account,  records,  ledgers,
reports,  correspondence,  schedules,  documents,  statements,  lists  and other
writings  relating to the Collateral and, for that purpose,  to enter,  with the
aid and assistance of any person or entity, any premises where the Collateral or
any part  thereof  is or may be placed or  assembled,  and to remove any of such
Collateral and  documents;  (iii) execute any instrument and do all other things
necessary and proper to protect and preserve and realize upon the Collateral and
the other rights contemplated by this Agreement;  and/or (iv) without obligation
to resort to other security,  at any time and from time to time, sell,  re-sell,
assign and deliver all or any of the  Collateral,  in one or more parcels at the
same or different  times,  and all right,  title and interest,  claim and demand
therein and right of redemption  thereof,  at public or private sale,  for cash,
upon  credit or for  future  delivery,  and at such  price or prices and on such
terms as the Secured  Party may  determine,  with the amounts  realized from any
such sale to be applied in the manner provided in Section 9.

                            (d) In addition to any rights and remedies contained
in this  Agreement or now or hereafter  granted under  applicable law and not by
way of limitation of any such rights and remedies,  the Secured Party shall have
all the rights and remedies of a secured party under the Uniform Commercial Code
as enacted in any  applicable  jurisdiction.  The  Secured  Party may take legal
proceedings for the appointment of a receiver or receivers (to which the Secured
Party  shall be  entitled  as a  matter  of  right)  to take  possession  of the
Collateral pending the sale thereof pursuant either to the power of sale granted
by this  Agreement  or to a  judgment,  order  or  decree  made in any  judicial
proceeding for the foreclosure or involving the enforcement of this Agreement.
<PAGE>

                                                                              11

                            (e) The  Pledgor  agrees  that all of the  foregoing
rights and actions specified in paragraphs (a), (b), (c) and (d) of this Section
7 may be executed or effected without demand, advertisement or notice (except as
required  by law or by clause (i) of  paragraph  (c) of this  Section 7), all of
which (to the extent permitted by law) are hereby expressly waived.  The Secured
Party shall not be obligated to do any of the acts authorized in this Agreement,
but if the Secured  Party elects to do any such act, the Secured  Party will not
be  responsible  to the  Pledgor  except  for  the  Secured  Party's  own  gross
negligence or willful misconduct.

                            (f) The  Secured  Party  shall have the right in its
sole discretion to determine which rights, security, liens, guarantees, security
interests  or  remedies  the  Secured  Party  will  retain,   pursue,   release,
subordinate, modify or take any other action with respect to, without in any way
modifying  or  affecting  any  other  of them or any of its  rights  under  this
Agreement.  Any of the Pledgor's  moneys,  deposits,  balances or other property
that may come into the Secured  Party's  possession at any time or in any manner
may in its sole  discretion  be retained by the Secured Party and applied to any
of the Obligations.  Notwithstanding any other rights the Secured Party may have
under applicable law and under this Agreement,  the Pledgor agrees that,  should
it at any time be in default under this Agreement,  the Secured Party shall have
the right to apply (including,  but not limited to, by way of setoff) any of the
Pledgor's  property  held  by  the  Secured  Party  or  any  of  its  affiliates
(including,  but not limited to, deposit account balances) to a reduction of the
Obligations.  The Secured Party shall be deemed to have  exercised such right of
setoff  immediately  at the time of making its decision to do so even though any
charge  for such  setoff  is made or  entered  on the  Secured  Party's  records
subsequent to such time.

                  8. SALE OF COLLATERAL. Upon any sale of any of the Collateral,
whether made under the power of sale given by this Agreement or under  judgment,
order or decree in any judicial  proceeding  for  foreclosure  or involving  the
enforcement  of this  Agreement:  (a) the Secured Party may bid for the property
being sold and, upon  compliance  with the terms of sale,  may hold,  retain and
possess and dispose of such property in its own absolute  right without  further
accountability and may, in paying the purchase price for such property,  deliver
any notes  evidencing the Obligations or claims for interest  thereon in lieu of
cash in  payment  of the  amount  equal to the  unpaid  amount of such  notes or
claims;  (b) the  Secured  Party  may  make  and  deliver  to the  purchaser  or
purchasers a good and sufficient deed, bill of sale and instrument of assignment
and  transfer  of the  property  sold;  (c) the  Secured  Party  is  irrevocably
appointed the Pledgor's true and lawful  attorney-in-fact  in the Pledgor's name
and  stead to make  all  necessary  deeds,  bills  of sale  and  instruments  of
assignment and transfer of the property thus sold and for such other purposes as
are necessary or desirable to effectuate the provisions of this  Agreement,  and
for that purpose the Secured Party may execute and deliver all necessary  deeds,
bills of sale and instruments of assignment and transfer, and may substitute one
or more  persons or entities  with like  power,  and the  Pledgor  ratifies  and
confirms  all  that  the  Pledgor's  said  attorney,   or  such   substitute  or
substitutes,  shall  lawfully  do by  virtue  of  this  appointment,  but  if so
requested by the Secured  Party or by any  purchaser the Pledgor will ratify and
confirm any such sale or transfer by  executing  and  delivering  to the Secured
Party or to such  purchaser  all such  deeds,  bills  of  sale,  instruments  of
assignment  and transfer and releases as may be  designated in any such request;
(d) all of the Pledgor's right,  title,  interest,  claim and demand whatsoever,
either at
<PAGE>

                                                                              12

law or in equity or otherwise, in and to the property so sold shall be divested,
such  sale  shall be a  perpetual  bar  both at law and in  equity  against  the
Pledgor,  its successors and assigns and against any and all persons or entities
claiming or who may claim the property sold or any part thereof from, through or
under the Pledgor or its  successors or assigns;  (e) the Pledgor will terminate
and cease  forthwith  all use of the property so sold;  (f) the Secured  Party's
receipt  or a receipt of the  officer  making  such sale  shall be a  sufficient
discharge to the purchaser or  purchasers  at such sale for the purchase  money,
and such purchaser or purchasers, and such purchaser's or purchasers' assigns or
personal  representatives,  shall not,  after  paying  such  purchase  money and
receiving such receipt,  be obligated to see to the application of such purchase
money  or  be  in  any  way   answerable   for  any  loss,   misapplication   or
non-application  thereof; and (g) to the extent that the Pledgor may lawfully do
so, the Pledgor agrees that it will not at any time insist upon or plead,  or in
any  manner   whatsoever  claim  or  take  the  benefit  or  advantage  of,  any
appraisement, valuation, stay, extension or redemption law or any law permitting
it to direct  the order in which the  Collateral  or any part  thereof  shall be
sold,  now or at any time  hereafter  in  force,  that  may  delay,  prevent  or
otherwise  affect  the  performance  or  enforcement  of this  Agreement  or the
Obligations,  and the Pledgor  expressly  waives all benefit or advantage of any
such law and  agrees  that the  Pledgor  will not  hinder,  delay or impede  the
execution  of any  power  granted  or  delegated  to the  Secured  Party in this
Agreement,  but will  suffer  and permit  the  execution  of every such power as
though no such law were in force.  In the event of any sale of  Collateral,  the
Secured  Party  shall,  at least ten days  before  such sale,  give the  Pledgor
written notice of the Secured Party's intention to sell.

                  9. APPLICATION OF MONEYS. Except as otherwise provided in this
Agreement,  all  moneys  the  Secured  Party  receives  in  accordance  with the
provisions of this Agreement shall be applied in the following manner: FIRST, to
the  payment  of  all  costs  and  expenses  incurred  in  connection  with  the
administration and enforcement of, or the preservation of any rights under, this
Agreement or the Note and the realization on the Collateral (including,  but not
limited to, the reasonable fees and disbursements of the Secured Party's counsel
and agents);  and SECOND,  to the payment of all other Obligations in such order
as the Secured Party may choose.  Any surplus shall be accounted for as required
by law.

                  10. WAIVERS, AMENDMENTS,  REQUIRED NOTICES. The Pledgor waives
notice  of  acceptance  of  this  Agreement,   notice  of  nonpayment,   demand,
presentment, protest and notice thereof with respect to any and all instruments,
notice of Collateral received or delivered or any other action taken in reliance
on this Agreement and all other demands and notices of any  description,  except
such as are expressly  provided for in this Agreement or which by applicable law
may not be waived  on the date of this  Agreement.  No  failure  on the  Secured
Party's part to exercise, and no delay in exercising, any right, power or remedy
under this Agreement  shall operate as a waiver thereof or of any default by the
Pledgor under this  Agreement,  nor shall any single or partial  exercise by the
Secured Party of any right,  power or remedy under this  Agreement  preclude any
other or future  exercise  thereof or the exercise of any other right,  power or
remedy.  No amendment or  modification  of this  Agreement nor any waiver of any
provision of this Agreement or consent to any departure by the Pledgor therefrom
shall be effective  unless it is in writing and signed by the Secured  Party and
then any such waiver or consent shall be
<PAGE>

                                                                              13

effective only in the specific  instance and for the purpose for which given. No
notice to or demand on the Pledgor shall, of itself,  entitle the Pledgor to any
other or further notice or demand in similar or other  circumstances.  Except as
otherwise  provided in this  Agreement,  if notice,  whether before or after any
default by the Pledgor under this Agreement has occurred,  is required by law to
be given by the Secured Party to the Pledgor, the Pledgor agrees that five days'
notice given in the manner provided in Section 12 will be reasonable notice.

                  11.  CUMULATIVE  RIGHTS AND REMEDIES.  This  Agreement and the
security  interest  granted  by this  Agreement  are in  addition  to and not in
substitution  for any  other  security  interest  now or  hereafter  held by the
Secured  Party,  and this  Agreement  is, and is  intended  to be, a  continuing
agreement  and shall not operate as a merger of any contract debt or suspend the
fulfillment  of or affect the  Secured  Party's  rights,  remedies  or powers in
respect of any  obligation  or other  security held by the Secured Party for the
fulfillment  thereof. The remedies provided in this Agreement are cumulative and
are not exclusive of any remedy provided by law.

                  12.  NOTICES.  Any notice given under this Agreement  shall be
given in writing (including  teletransmissions)  and mailed,  teletransmitted or
delivered  by the party  giving such notice to the other party at the address or
telefax number, if to the Secured Party, indicated beneath its signature line of
this  Agreement or, if to the Pledgor,  indicated  beneath its signature line of
this  Agreement  or, as to each such  party,  at such  other  address or telefax
number as may be designated by such party by notice  complying with the terms of
this  Section 12. All notices  under this  Agreement  shall be deemed given when
deposited in the mails or delivered or teletransmitted, addressed as provided in
this Section 12.

                  13. COSTS AND EXPENSES.  The Pledgor  agrees to pay,  promptly
after demand, whether or not any default by the Pledgor under this Agreement has
occurred  and whether or not any  proceeding  to enforce  this  Agreement or the
Obligations has been commenced,  all of the Secured Party's reasonable costs and
expenses,  including (but not limited to) all reasonable fees and  disbursements
of  the  Secured  Party's  legal  counsel,   incurred  in  connection  with  the
enforcement of this Agreement,  the security interest granted by this Agreement,
the  receipt  of  proceeds  of  Collateral  under this  Agreement,  the care and
preservation of the Collateral or the preparation of any requested amendments to
this  Agreement,  modifications  of this  Agreement  or waivers or  consents  in
connection  with this  Agreement.  Any such  expenses so incurred by the Secured
Party shall be specified to the Pledgor,  shall be part of the  Obligations  and
shall be secured by the Collateral.

                  If any tax,  assessment,  charge or claim is  claimed  or made
with respect to the Collateral  that in the Secured Party's opinion may possibly
create a valid obligation  having priority over the security interest granted to
the  Secured  Party  by this  Agreement,  the  Secured  Party  may,  in its sole
discretion and without notice, pay such taxes,  assessments,  charges or claims,
and the amount  thereof shall be specified to the Pledgor,  shall be part of the
Obligations and shall be secured by the Collateral.

<PAGE>


                                                                              14

                  Upon the Pledgor's  failure to perform any of its duties under
this  Agreement,  the Secured Party may, but shall not be obligated to,  perform
any or all of such  duties,  and the Pledgor  will pay to the  Secured  Party on
written demand an amount equal to the cash or out-of-pocket  expense incurred by
the Secured Party in so doing plus  interest  thereon from the date such expense
is incurred  until it is paid at a rate per annum  equal to the highest  rate of
interest payable by the Pledgor from time to time on the Obligations.

                  14.  SUCCESSORS  AND  ASSIGNS,  GOVERNING  LAW,  SURVIVAL  AND
SEVERABILITY. This Agreement, shall inure to the benefit of and shall be binding
upon each of the  parties  and  respective  successors  and  assigns;  PROVIDED,
HOWEVER, the Pledgor shall not assign its rights or obligations hereunder or any
interest  herein and any  assignment  in violation  hereof  shall be void.  This
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York. All  covenants,  agreements,  representations  and warranties
made by the Pledgor in this  Agreement  shall survive the execution and delivery
of this  Agreement  and shall  continue  in full force and effect so long as any
Obligation  remains  unpaid or  unperformed.  If any part of this  Agreement  is
contrary  to,   prohibited  by  or  deemed  invalid  under   applicable  law  or
regulations,  such  provision  shall be  inapplicable  and deemed omitted to the
extent so contrary,  prohibited or invalid,  but the remainder of this Agreement
shall not be  invalidated  and shall be given  full  force and  effect so far as
possible,  and any such prohibition or invalidity in any jurisdiction  shall not
invalidate such provision or render it unenforceable in any other jurisdiction.

                  15. NO ASSUMPTIONS OF DUTIES;  LIMITATION ON LIABILITIES.  (a)
Nothing in this Agreement  shall be construed to constitute the Secured Party as
the Pledgor's agent for any purpose  whatsoever.  The Secured Party does not, by
this  Agreement or any  assignment  or  otherwise,  assume any of the  Pledgor's
obligations under any Collateral,  or any contract or agreement  relating to any
Collateral,  and the  Secured  Party  shall  not be  responsible  in any way for
performance of any of the terms and conditions thereof.

                            (b)  Neither  the  Secured  Party  nor  any  of  its
directors, officers, agents or employees shall be liable to any person or entity
for any action taken or omitted by it or any of its directors,  officers, agents
or  employees   under  this  Agreement  or  with  respect  to  any   transaction
contemplated  by  this  Agreement,  except  for  the  Secured  Party's  or  such
director's,  officer's,  agent's or employee's  own gross  negligence or willful
misconduct.  Without limiting the generality of the foregoing, the Secured Party
shall not be  responsible  or liable for any damage,  loss or destruction of any
part of the  Collateral,  wherever it may be located and regardless of the cause
thereof,  unless  due to its own gross  negligence  or willful  misconduct.  The
Secured Party shall not,  under any  circumstances  or in any event  whatsoever,
have any liability  for any error or omission or delay of any kind  occurring in
the  settlement,  collection  or payment  of any  Collateral  or any  instrument
received in payment thereof or for any damage resulting  therefrom.  The Pledgor
assumes all  responsibility and liability arising from the use of the Collateral
and will pay,  and  indemnify  and holds the  Secured  Party  harmless  from and
against,  any and all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature whatsoever with respect to its right, title and interest in, to and under
the Collateral.
<PAGE>

                                                                              15

                  16.  AMENDMENTS,  MODIFICATIONS  AND WAIVERS  WITH  RESPECT TO
OBLIGATIONS.  The Pledgor  hereby  consents  that,  without the necessity of any
reservation  of rights against it and without notice to or further assent by it,
the  liability  of any  other  person  or  entity  on or  for  any  part  of the
Obligations,  or any collateral security or guaranty therefor or right of offset
with respect  thereto,  may from time to time,  in whole or in part, be renewed,
extended, amended, modified,  accelerated,  compromised,  waived, surrendered or
released  and any other  collateral  security  document  or guaranty or document
delivered  in  connection  therewith  to which the Pledgor is not a party may be
amended, modified, supplemented, restated or terminated, in whole or in part, as
the  Secured  Party may deem  advisable  from time to time,  and any  collateral
security  or  guaranty  or right of offset at any time held for  payment  of the
Obligations  may be sold,  waived,  surrendered  or  released,  all  without the
necessity of any reservation of rights against the Pledgor and without notice to
or further  assent by the Pledgor,  and the Pledgor will remain bound  hereunder
notwithstanding  any  such  renewal,  extension,   modification,   acceleration,
compromise,  amendment,  supplement,  restatement,  termination, sale, exchange,
waiver,  surrender or release. The Pledgor waives any and all notice of or proof
of reliance by the Secured Party on this Agreement, and the Obligations, and any
of them,  shall  conclusively  be  deemed to have been  created,  contracted  or
incurred in reliance upon this Agreement,  and all dealings  between the parties
shall  likewise  be  conclusively  presumed to have been had or  consummated  in
reliance on this Agreement.  The Pledgor waives (to the fullest extent permitted
by  applicable  law)  diligence,  presentment,  protest,  demand for payment and
notice of default or nonpayment to with respect to the Obligations.

                  17. NO  SUBROGATION.  Notwithstanding  any payment or payments
made by the Pledgor  hereunder,  the receipt of any amounts by the Secured Party
with respect to the  Collateral  or any setoff or  application  of the Pledgor's
funds by the Secured  Party,  the Pledgor shall not be entitled to be subrogated
to any of the Secured Party's rights against any collateral security or guaranty
or right of offset held by the Secured Party for the payment of the Obligations,
until this Agreement has terminated in accordance with Section 20 hereof.

                  18.  HEADINGS;   CONSTRUCTION.   The  headings  used  in  this
Agreement are for  convenience  only and are not to be considered a part of this
Agreement  and do not in any way limit or amplify  the terms and  provisions  of
this Agreement.  When the context so requires, the singular number shall be read
as if the plural were expressed and the  provisions of this  Agreement  shall be
read with all grammatical  changes necessary dependent upon the person or entity
referred to being a male, female, firm or corporation.

                  19. SUBMISSION TO JURISDICTION.  The Pledgor expressly submits
to the jurisdiction of all federal and state courts located in the County of New
York, State of New York, and consents that any order, process or other paper may
be served upon it within or without such court's jurisdiction by registered mail
or by personal service at the address  specified  pursuant to Section 12 hereof,
PROVIDED a reasonable  time for appearance is allowed.  The Pledgor  irrevocably
waives any objection it may now or hereafter  have to the laying of venue of any
suit, action or proceeding  arising out of or relating to this Agreement brought
in any such court and further  irrevocably  waives any claim that any such suit,
action  or  proceeding  brought  in  any  such
<PAGE>

                                                                              16

court has been  brought in an  inconvenient  forum.  Nothing  contained  in this
Agreement  shall affect the Secured  Party's right to serve legal process in any
other manner  permitted by law or to bring any action or proceeding  against the
Pledgor or its property in the courts of other jurisdictions.

                  20.      DEFEASANCE.  Upon the  indefeasible  satisfaction in
full of the  Obligations,  this Agreement  shall  terminate and be of no further
force  and  effect.   Notwithstanding  the  preceding  sentence,  the  indemnity
agreement  contained in Section  15(b) hereof shall survive the  termination  of
this Agreement.

                  21.      PRIOR UNDERSTANDINGS.  This Agreement supersedes all
prior  understandings  and  agreements,  whether  written or oral,  between  the
parties relating to the transactions provided for herein.

                  22.      COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and by the parties hereto on separate counterparts,  each
of which,  when so executed and  delivered,  shall be an original,  but all such
counterparts shall together constitute one and the same instrument. Counterparts
of this Agreement may be executed by facsimile transmission.

                  23. WAIVER OF JURY TRIAL.  THE PLEDGOR AND, BY ITS  ACCEPTANCE
OF THIS  AGREEMENT,  THE SECURED PARTY EACH HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE ANY RIGHT THE  PLEDGOR OR THE  SECURED  PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTE  ARISING  UNDER OR RELATING TO THIS  AGREEMENT  AND
AGREE THAT ANY SUCH  DISPUTE  SHALL BE TRIED  BEFORE A JUDGE  SITTING  WITHOUT A
JURY.

                                     FIND/SVP, INC.


                                     By
                                        ----------------------------------------
                                          Name:
                                          Title:
                                          U.S. Tax ID No.:
                                                           ---------------------

                                          Jurisdiction of incorporation:
                                                                        --------

                                      Address for notices:

                                      625 Avenue of the Americas
                                      New York, New York  10011
                                      Attention:
                                      Telephone No.:
                                      Telefax No.:  (212) 255-7632

ACCEPTED:
<PAGE>

                                                                              17

THE CHASE MANHATTAN BANK


By
  --------------------------------
     Name:
     Title:

Address for notices:

1411 Broadway
New York, New York  10018
Attention:  Stephen Szanto
Telephone No.:  (212) 391-7691
Telefax No.:  (212) 391-7117







<PAGE>



                                                                      EXHIBIT A
                                                                      ---------

V3

                               UCC FILING OFFICES
                               ------------------

                        1.       Secretary of State of New York
                        2.       Clerk of the County of New York









<PAGE>



                                                                       EXHIBIT B


ADDRESS OF CHIEF EXECUTIVE OFFICE
AND PRINCIPAL OFFICE (INCLUDE COUNTY, IF APPLICABLE)
----------------------------------------------------







LOCATION OF RECORDS PERTAINING
TO ACCOUNTS (INCLUDE COUNTY, IF APPLICABLE)
-------------------------------------------





LOCATION(S) OF COLLATERAL (INCLUDE COUNTY, IF APPLICABLE)
---------------------------------------------------------






OTHER LEGAL NAME AND/OR TRADE NAMES
-----------------------------------


<PAGE>

                                                                       EXHIBIT B
                                                                       ---------


                      SCHEDULE A TO UCC FINANCING STATEMENT
                      -------------------------------------


DEBTOR:                FIND/SVP, INC.
                       625 Avenue of the Americas
                       New York, New York  10011

SECURED PARTY:         THE CHASE MANHATTAN BANK
                       4 MetroTech Center
                       Brooklyn, New York  11245



                  This FINANCING  STATEMENT  covers the following types of items
of property:

All of Debtor's  right,  title and  interest  (whether now existing or hereafter
created or acquired) in:

                  (a) its accounts  receivable and other personal  property that
constitutes  accounts as such term is defined in the Uniform  Commercial Code of
the State of New York (the "UCC" );

                  (b)  its  inventory,   including   goods,   merchandise,   raw
materials, goods in process, finished goods and other tangible personal property
that constitutes inventory as such term is defined in the UCC;

                  (c) its equipment,  including all  substitutes,  replacements,
accessions and additions thereto, all tools, parts,  accessories and attachments
used in  connection  therewith  and all other  tangible  personal  property that
constitutes equipment as such term is defined in the UCC;

                 (d) its other tangible personal property that constitutes goods
as such term is defined in the UCC;

                 (e) its  intellectual  property,  goodwill,  trademarks,  trade
names, service marks, copyrights, permits and licenses;

                  (f) all contracts,  contract  rights,  bills,  notes,  drafts,
acceptances,  instruments,  documents,  chattel paper, chooses in action and all
other intangible  personal property that constitutes general intangibles as such
term is defined in the UCC;

                 (g) all  securities,  securities  entitlements  and  investment
property;

                 (h)  all  books  and  records  (including  but not  limited  to
computer  programs  and  tapes  and  related  software)  relating  to any of the
foregoing; and

                 (i) all cash and noncash  proceeds  and  products of any of the
foregoing.

<PAGE>



                                                                      EXHIBIT AA
                                                                      ----------
                                                                        Part III


                             SUBORDINATION AGREEMENT

     AGREEMENT  dated  December  30,  1999  among  FIND/SVP,  Inc.,  a New  York
corporation with an office located at 625 Avenue of the Americas,  New York, New
York  10011-2002 (the  "Borrower"),  SVP, S.A., a societe anonyme with an office
located  at  70  rue  des  Rosiers  Saint-Ouen,   Cedex,  France,  F-93585  (the
"Subordinated Creditor") and THE CHASE MANHATTAN BANK, with an office located at
270 Park Avenue, New York, New York 10017 (the "Lender").

                                    RECITALS

     A.   The  Borrower,  together  with FIND/SVP  Published  Products,  Inc., a
Delaware  corporation,   and  FIND/SVP  Internet  Services,   Inc.,  a  Delaware
corporation (collectively, the "Subsidiaries"),  is indebted to the Subordinated
Creditor (i) in the original  principal amount of up to $475,000 as evidenced by
the Series A Senior Subordinated Note dated November 26, 1996 (the "Subordinated
A Note") made by the Borrower and the Subsidiaries to the Subordinated Creditor;
(ii) the Stock Subscription Warrant dated November 26, 1996 (the "Subordinated A
Warrant") from the Borrower to the Subordinated Creditor;  (iii) in the original
principal  amount of $475,000 as evidenced  by the Series B Senior  Subordinated
Note dated  August  25,  1997 made by the  Borrower  and the  Subsidiaries  (the
"Subordinated B Note"); and (iv) the Stock Subscription Warrant dated August 25,
1997  from the  Borrower  to the  Subordinated  Creditor  (the  "Subordinated  B
Warrant") (collectively, the "Subordinated Creditor's Debt") (the Subordinated A
Note, the  Subordinated B Note, the  Subordinated A Warrant,  the Subordinated B
Warrant  and  all  other   documents   executed  in  connection   therewith  are
collectively referred to as the "Subordinated Creditor's Loan Documents").

     B.   The  Borrower  is  indebted  to the Lender in the  original  principal
amount of up to $1,000,000  (the "Lender  Debt") as evidenced by the  $1,000,000
Senior Grid  Promissory  Note dated  December  30, 1999 from the Borrower to the
Lender (the "Lender Note").

     C.   As  security  for the  payment of the  Borrower's  obligations  to the
Lender,  pursuant to a Security Agreement dated December 30, 1999 (the "Security
Agreement"),  the Borrower  granted a security  interest in the  Collateral  (as
therein  defined)  (the  Security  Agreement,  the  Lender  Note  and all  other
documents executed in connection  therewith are collectively  referred to as the
"Lender's Loan Documents").

     D.   In  consideration of and as an inducement for the Lender to consent to
the continued  extension of the  Subordinated  Creditor's Debt, the Subordinated
Creditor and the Borrower  agree to the terms and  conditions  contained in this
Agreement.

                                    AGREEMENT

     In consideration of the Recitals,  which are incorporated by reference, the
terms and  conditions  contained in this  Agreement  and other good and valuable
consideration, the receipt
<PAGE>

                                                                               2

and  sufficiency  of  which is  acknowledged, the parties, intending to be bound
legally, agree as follows:

     1.   DEFINITIONS.

          (a)  "Junior Debt" means all indebtedness, liabilities and obligations
whatsoever,  of every  kind  and  description,  whenever  and  however  arising,
absolute  or  contingent,  due  or to  become  due,  from  the  Borrower  to the
Subordinated Creditor pursuant to the Subordinated Creditor's Debt.

          (b)  "Senior Debt" means all indebtedness, liabilities and obligations
whatsoever,  of every  kind  and  description,  whenever  and  however  arising,
absolute or contingent,  due or to become due, now existing or hereafter arising
from, or in any way connected  with, any direct or indirect  indebtedness of the
Borrower to the Lender, including, but not limited to, the Lender Debt, together
with all costs,  expenses and attorneys'  fees incurred in any action to collect
any  indebtedness  to the  Lender  including  the  Lender  Debt or to enforce or
foreclose  any  mortgage,  security  agreement or other  agreement  securing any
indebtedness to the Lender including the Lender Debt.

     2.   SUBORDINATION.  The Subordinated  Creditor and the Borrower agree that
the Junior Debt is in all respects fully  subordinated  to the full and complete
payment  and  satisfaction  in full of the Senior  Debt in the manner and to the
extent set forth in Section 4 below and that,  except as expressly  permitted in
Section 4 below, no payments shall be made on the Junior Debt.

     3.   WARRANTIES  AND  REPRESENTATION.  The  Borrower  and the  Subordinated
Creditor each represent and warrant that:

          (a)  The total aggregate principal amount of the Junior Debt as of the
date hereof is $950,000;

          (b)  The Junior Debt is evidenced by the Subordinated Loan Documents;

          (c)  The Subordinated Creditor has not assigned the Junior Debt or any
interest therein; and

          (d)  The  Borrower and the  Subsidiaries  have not and will not grant,
directly or  indirectly,  to the  Subordinated  Creditor  any  security  for the
repayment of the Junior Debt.

     4.   COVENANTS.

          (a)  Except  as  restricted  below,  the  Borrower  may  pay  and  the
Subordinated  Creditor  may collect:  (i) all  regularly  scheduled  payments of
interest under the  Subordinated  Creditor's  Loan  Documents;  and (ii) (A) any
non-accelerated  prepayment or regularly  scheduled  payment of principal of the
Junior Debt (a "Principal  Payment") or (B) any payment under the Subordinated A
Warrant or the  Subordinated  B Warrant (a  "Warrant  Payment"),  provided  such
Principal  Payment or Warrant  Payment  does not cause or is not a  contributing
factor in causing a
<PAGE>

                                                                               3

default under any covenant contained in the Lender's Loan Documents or any other
documents evidencing the Senior Debt (a "Covenant Default"). In the event that a
Principal  Payment  or Warrant  Payment  causes or is a  contributing  factor in
causing a Covenant Default,  upon the receipt of a Notice of Non-Payment Default
by the Lender to the Subordinated  Creditor,  such Principal  Payment or Warrant
Payment shall be held in trust for the benefit of the Lender and be  immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (b)  (i)  In the  event of any  insolvency,  bankruptcy,  liquidation,
reorganization or other similar proceedings,  or any receivership proceedings in
connection therewith relative to any of the Borrower,  the Subsidiaries or their
respective  creditors  or  property  and in the  event  of any  proceedings  for
voluntary or involuntary liquidation,  dissolution or other winding up of any of
the  Borrower  or the  Subsidiaries,  whether  or not  involving  insolvency  or
bankruptcy proceedings, then all Senior Debt shall first be paid in full, before
the payment on account of principal or interest is made upon any Junior Debt.

               (ii) In any of the  proceedings  referred to in paragraph  (b)(i)
above,  any payment or distribution  of any kind or character,  whether in cash,
property, stock or obligations which may be payable or deliverable in respect of
the Junior Debt shall be paid or delivered directly to the holders of the Senior
Debt for application in payment thereof,  unless and until all Senior Debt shall
have been paid in full.

          (c)  In the event  (i) the  Borrower  shall  fail to make when due any
payment of principal, interest or any other sums on the Senior Debt, or (ii) the
Lender shall have  accelerated  the Senior Debt (the events set forth in clauses
(i) and (ii)  hereafter  referred  to as a  "Payment  Default"),  then  upon the
occurrence  of  the  sending  of  a  written  notice  from  the  Lender  to  the
Subordinated  Creditor  of such  Payment  Default  (with no  obligation  to send
written notice to any successor, assignee,  transferee,  investor or participant
of the Junior Debt) (the "Notice of Payment Default"): (i) effective on the date
of the Notice of Payment  Default,  no payment  shall be made by the Borrower or
any other  co-maker or obligor of the Junior Debt to the  Subordinated  Creditor
and the  Subordinated  Creditor  shall not receive any payments until the Lender
shall have been paid in full or until the Lender shall have sent written  notice
to the  Subordinated  Creditor  indicating that the Lender and the Borrower have
settled or resolved any outstanding  disputes and/or defaults under the Lender's
Loan Documents or any other documents evidencing the Senior Debt; and (ii) while
such  Payment  Default is in effect,  any payment  received by the  Subordinated
Creditor shall be held in trust for the benefit of the Lender and be immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (d)  In the event of any default (other than a Payment Default) by the
Borrower of the Lender's Loan  Documents or any other  documents  evidencing the
Senior  Debt  giving  the  Lender the right to  accelerate  the  Senior  Debt (a
"Non-Payment  Default") and the Lender has not accelerated the Senior Debt, then
upon the  occurrence  of the  sending of a notice  specifying  the list of known
Non-Payment  Default(s)  by the  Lender  to the  Subordinated  Creditor  of such
Non-Payment  Default(s) (a "Notice of Non-Payment  Default") (with no obligation
to send  written  notice to any  successor,  assignee,  transferee,  investor or
participant  of the Junior  Debt):  (i)  effective  on the date of the Notice of
Non-Payment  Default,  no  payment  shall be made by the  Borrower  or any other
co-maker  or obligor of the Junior  Debt to the  Subordinated  Creditor  and the
Subordinated  Creditor  shall not receive any payments until the earlier of: (A)
the date that the Lender shall have sent written

<PAGE>

                                                                               4

notice to the Subordinated  Creditor indicating that the Lender and the Borrower
have settled or resolved any  outstanding  disputes  and/or  defaults  under the
Lender's Loan  Documents or any other  documents  evidencing the Senior Debt; or
(B) the date one  hundred  eighty  (180) days  after the  Notice of  Non-Payment
Default was sent by the Lender to the Subordinated  Creditor (the "Payment Block
Period").  Any payment received by the Subordinated  Creditor during the Payment
Block  Period  shall be held in  trust  for the  benefit  of the  Lender  and be
immediately  delivered  to the Lender  for  application  to the  Senior  Debt in
accordance with Section 5 below. The Lender and the Subordinated  Creditor agree
that the Lender  shall  have the right to impose  any  number of  Payment  Block
Periods  pursuant to this  Subsection (d) provided  that:  (i) the  Subordinated
Creditor  shall not be blocked from receiving any payments under the Junior Debt
in excess of one hundred eighty (180) days in any three hundred sixty-five (365)
day  period;  and (ii) in the event any  Payment  Block  Period  was  terminated
pursuant to Clause (A) of the preceding sentence, then (x) any notice of default
for the same covenant  violation in a three hundred  sixty-five (365) day period
shall be given in good  faith and not solely for the  purpose of  instituting  a
payment block against the Subordinated Creditor;  and/or (y) the Lender will not
institute a Payment Block Period for any Non-Payment  Default which was known to
the Lender prior to  instituting  any previous  Payment  Block Period during the
preceding three hundred  sixty-five  (365) day period and not listed in a Notice
of Non-Payment  Default during such three hundred  sixty-five  (365) day period.
The foregoing shall not prevent the Lender from  accelerating any default by the
Borrower or declaring a Payment Default pursuant to Subsection (c) above.

          (e)  The Lender agrees that after it sends a Notice of Payment Default
pursuant to Subsection (c) above the Lender shall diligently  pursue  collection
of the Senior  Debt.  Nothing  set forth  herein  shall  prohibit or prevent the
Lender from  negotiating  or settling any defaults or disputes with the Borrower
under the Lender's Loan Documents or any other  documents  evidencing the Senior
Debt.

          (f)  After a period of one hundred  eighty (180) days from the date of
the Notice of Payment Default pursuant to Subsection (c) above, the Subordinated
Creditor may commence any action or proceeding against the Borrower or any other
co-maker or obligor under the Subordinated  Creditor Loan Documents to demand or
collect the Junior Debt.  Notwithstanding the foregoing, any receipt of funds or
any payment  collected,  garnished  or  otherwise  received by the  Subordinated
Creditor shall be held in trust for the benefit of the Lender and be immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (g)  The  Subordinated  Creditor agrees to send to the Lender a notice
indicating  its intention to declare a default and  accelerate  its rights under
the  Subordinated  Creditor's  Loan Documents  prior to any  acceleration of the
Junior Debt.
<PAGE>

                                                                               5

          (h)  Neither the Borrower nor the Subordinated  Creditor shall take or
permit any action  prejudicial  to or  inconsistent  with the Lender's  priority
position over the Subordinated Creditor that is created by this Agreement.

     5.   TURNOVER  OF  PROHIBITED  TRANSFER.  If any  payment on account of the
Junior Debt is received by the  Subordinated  Creditor,  such  payment  shall be
delivered immediately by the Subordinated Creditor to the Lender for application
to the  Senior  Debt,  in the  form  received  except  for the  addition  of any
endorsement  or assignment  necessary to effect a transfer of all rights therein
to the  Lender.  The Lender is  irrevocably  authorized  to supply any  required
endorsement or assignment which may have been omitted.  Until so delivered,  any
such payment shall be held by the Subordinated  Creditor in trust for the Lender
and shall not be  commingled  with other funds or  property of the  Subordinated
Creditor.

     6.   WAIVERS.  The Borrower and the  Subordinated  Creditor  each waive any
defense  based on the  adequacy  of a remedy at law which might be asserted as a
bar to the  remedy of  specific  performance  of this  Agreement  in any  action
brought  therefor by the Lender.  To the fullest  extent  permitted  by law, the
Borrower and the  Subordinated  Creditor each further waive the  following:  (i)
presentment,  demand,  protest,  notice of protest, notice of default, notice of
dishonor,  notice of payment or  nonpayment  and any and all other  notices  and
demands of any kind by the Lender in connection with all instruments  evidencing
all or any  portion of the Senior Debt or the Junior Debt to which the Lender or
Subordinated  Creditor  may be a party;  (ii) notice of the  acceptance  of this
Agreement by the Lender;  (iii) notice of any loans made,  extensions granted or
other action taken in reliance hereon by the Lender;  and (iv) all other demands
and notices in every kind by the Lender in connection with this  Agreement,  the
Senior Debt or the Junior Debt. The Subordinated Creditor consents to, from time
to time, in whole or in part,  any release,  renewal,  modification,  amendment,
settlement,  extension, compromise or postponement of the time of payment of the
Senior Debt, to any substitution, exchange or release of collateral therefor and
to the  addition  or release  of any  person  primarily  or  secondarily  liable
thereon.

     7.   LEGEND.  The Subordinated  Creditor and the Borrower agree on the date
hereof to have  stamped or endorsed on each of the  Subordinated  Creditor  Loan
Documents  and any  other  documents  evidencing  the  Junior  Debt a legend  or
statement  in form  satisfactory  to the  Lender  indicating  that  each of such
documents are expressly subject to the terms and conditions of this Agreement.

     8.   NOTICES.   All  notices,   requests,   consents,   demands  and  other
communications  hereunder  shall be in writing and shall be mailed by registered
or  certified  first  class mail or  delivered  by an  overnight  courier to the
respective parties to this Agreement as follows:

            If to the Borrower:              FIND/SVP, INC.
                                             625 Avenue of the Americas
                                             New York, New York  10011-2002
                                             Attention:
<PAGE>

                                                                               6

            with a copy to:                  Breslow & Walker
                                             767 Third Avenue
                                             New York, New York  10011
                                             Attn:  Howard S. Breslow, Esq.

            If to the Lender:                The Chase Manhattan Bank
                                             1411 Broadway
                                             New York, New York 10018
                                             Attention: Stephen Szanto

            with a copy to:                  Hughes Hubbard & Reed LLP
                                             One Battery Park Plaza, 12th Floor
                                             New York, New York 10004
                                             Attention:  Beverly G. Miller, Esq.

            If to the Subordinated
            Creditor:                        SVP, S.A.
                                             70 rue des Rosiers
                                             Saint-Ouen, Cedex
                                             France, F93585

            with a copy to:                  Jean Louis Bodmer
                                             70 rue des Rosiers
                                             Saint-Ouen, Cedex
                                             France, F93585

     9.   INDULGENCES NOT WAIVERS. Neither the failure nor any delay on the part
of the Lender to exercise any right,  remedy, power or privilege hereunder shall
operate as a waiver thereof or give rise to an estoppel,  nor be construed as an
agreement to modify the terms of this Agreement, nor shall any single or partial
exercise of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right,  remedy, power or privilege with respect
to any  other  occurrence.  No waiver by a party  hereunder  shall be  effective
unless it is in writing  and signed by the party  making such  waiver,  and then
only to the extent specifically stated in such writing.

     10.  DURATION AND TERMINATION. This Agreement shall constitute a continuing
agreement of subordination and shall remain in effect so long as the Borrower is
in any way indebted, liable or obligated to the Lender.

     11.  ENTIRE AGREEMENT.  This Agreement constitutes and expresses the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions,  whether express or implied, oral or
written  including,  but not limited to, anything  contained in the Subordinated
Creditor's  Loan  Documents  to the  contrary.  Neither this  Agreement  nor any
portion or provision hereof may be changed, waived or amended orally or in
<PAGE>

                                                                               7

any manner  other than by an  agreement  in writing  signed by the  Lender,  the
Borrower and the Subordinated Creditor.

     12.  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
the Lender, its successors and assigns,  and shall be binding upon the Borrower,
its successors and assigns,  and the Subordinated  Creditor,  its successors and
assignees.

     13.  GOVERNING  LAW. The validity,  construction  and  enforcement  of this
Agreement shall be governed by the laws of the State of New York and the parties
consent  irrevocably  to the  jurisdiction  and venue of the  federal  and state
courts located in New York City, New York in resolving any dispute  arising from
this  Agreement.  The Borrower and the  Subordinated  Creditor  hereby waive any
objection  which it or they have or may have to the  laying of venue of any such
action or suit arising out of this  Agreement in such courts and further  waives
any claim  that any such  suit or action  has been  brought  in an  inconvenient
forum.

     14. JURY TRIAL  WAIVER.  Each of the parties  hereto waives (to the fullest
extent  permitted by applicable law) any right to a trial by jury of any dispute
arising from this Agreement.

     15.  SEVERABILITY.  The provisions of this Agreement are independent of and
separable from each other. If any provision  hereof shall for any reason be held
invalid or  unenforceable,  it is the intent of the parties that such invalidity
or unenforceability shall not effect the validity or enforceability of any other
provision hereof,  and that this Agreement shall be construed as if such invalid
or unenforceable provision had never been contained herein.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on December
30, 1999.

                                 FIND/SVP, Inc.

                                 By
                                   ---------------------------------------
                                    Name:
                                    Title:



                                 SVP, S.A.

                                 By
                                   ---------------------------------------
                                    Name:
                                    Title:

<PAGE>

                                                                               8



                                 THE CHASE MANHATTAN BANK

                                 By
                                   ---------------------------------------
                                    Name:
                                    Title:
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:  New York
COUNTY OF NEW YORK                  )


         On  this  the  ____  day  of  _______________,  1999,  before  me,  the
undersigned  officer,  personally appeared  _________________,  who acknowledged
himself/herself  to be the  ____________ of FIND/SVP,  Inc., a corporation,  and
that he/she, as such officer,  being authorized so to do, executed the foregoing
instrument for the purposes  therein  contained and  acknowledged the same to be
his/her free act and deed individually and as such officer, and the free act and
deed of the corporation.

         IN WITNESS WHEREOF, I hereunto set my hand.


                                              ----------------------------------
                                              Notary Public

My Commission Expires:
<PAGE>


STATE OF ___________                )
                                    )  ss.:  _____________
COUNTY OF _________                 )


         On this the ____ day of ___________,  1999,  before me, the undersigned
officer, personally appeared ________________,  who acknowledged himself/herself
to be a ____________ of SVP, S.A. a societe  anonyme,  and that he/she,  as such
___________ , being  authorized so to do, executed the foregoing  instrument for
the purposes therein  contained and acknowledged the same to be his/her free act
and  deed  individually,  as such  __________  and the  free act and deed of the
___________________.

         IN WITNESS WHEREOF, I hereunto set my hand.


                                              ----------------------------------
                                              Notary Public

My Commission Expires:
<PAGE>


                                                                      Exhibit AA
                                                                      ----------
                                                                         Part IV


                             SUBORDINATION AGREEMENT

     AGREEMENT  dated  December  30,  1999  among  FIND/SVP,  Inc.,  a New  York
corporation with an office located at 625 Avenue of the Americas,  New York, New
York  10011-2002  (the  "Borrower"),  FURMAN  SELZ,  L.P.,  a  Delaware  limited
partnership  with an office  located at 55 East 52nd Street,  New York, New York
10055 (the "Subordinated Creditor") and THE CHASE MANHATTAN BANK, with an office
located at 270 Park Avenue, New York, New York 10017 (the "Lender").

                                    RECITALS

     A.   The  Borrower,  together  with FIND/SVP  Published  Products,  Inc., a
Delaware  corporation,  (the  "Subsidiary"),  is  indebted  to the  Subordinated
Creditor (i) in the original  aggregate  principal amount of up to $2,025,000 as
evidenced  by the Series A Senior  Subordinated  Notes  dated  October  31, 1996
(collectively,  the  "Subordinated  A  Note")  made  by  the  Borrower  and  the
Subsidiary to the Subordinated Creditor; and (ii) the Stock Subscription Warrant
dated October 31, 1996 (the  "Subordinated  A Warrant") from the Borrower to the
Subordinated Creditor  (collectively,  the "Subordinated  Creditor's Debt") (the
Subordinated A Note, the Subordinated A Warrant and all other documents executed
in  connection  therewith  are  collectively  referred  to as the  "Subordinated
Creditor's Loan Documents").

     B.   The  Borrower  is  indebted  to the Lender in the  original  principal
amount of up to $1,000,000  (the "Lender  Debt") as evidenced by the  $1,000,000
Senior Grid  Promissory  Note dated  December  30, 1999 from the Borrower to the
Lender (the "Lender Note").

     C.   As  security  for the  payment of the  Borrower's  obligations  to the
Lender,  pursuant to a Security Agreement dated December 30, 1999 (the "Security
Agreement"),  the Borrower  granted a security  interest in the  Collateral  (as
therein  defined)  (the  Security  Agreement,  the  Lender  Note  and all  other
documents executed in connection  therewith are collectively  referred to as the
"Lender's Loan Documents").

     D.   In  consideration of and as an inducement for the Lender to consent to
the continued  extension of the  Subordinated  Creditor's Debt, the Subordinated
Creditor and the Borrower  agree to the terms and  conditions  contained in this
Agreement.

                                    AGREEMENT

     In consideration of the Recitals,  which are incorporated by reference, the
terms and  conditions  contained in this  Agreement  and other good and valuable
consideration,  the  receipt  and  sufficiency  of  which is  acknowledged,  the
parties, intending to be bound legally, agree as follows:

     1.   Definitions.

          (a)  "Junior Debt" means all indebtedness, liabilities and obligations
whatsoever,  of every  kind  and  description,  whenever  and  however  arising,
absolute or
<PAGE>
                                                                               2


contingent, due or to become due, from the Borrower to the Subordinated Creditor
pursuant to the Subordinated Creditor's Debt.

          (b)  "Senior Debt" means all indebtedness, liabilities and obligations
whatsoever,  of every  kind  and  description,  whenever  and  however  arising,
absolute or contingent,  due or to become due, now existing or hereafter arising
from, or in any way connected  with, any direct or indirect  indebtedness of the
Borrower to the Lender, including, but not limited to, the Lender Debt, together
with all costs,  expenses and attorneys'  fees incurred in any action to collect
any  indebtedness  to the  Lender  including  the  Lender  Debt or to enforce or
foreclose  any  mortgage,  security  agreement or other  agreement  securing any
indebtedness to the Lender including the Lender Debt.

     2.   Subordination.  The Subordinated  Creditor and the Borrower agree that
the Junior Debt is in all respects fully  subordinated  to the full and complete
payment  and  satisfaction  in full of the Senior  Debt in the manner and to the
extent set forth in Section 4 below and that,  except as expressly  permitted in
Section 4 below, no payments shall be made on the Junior Debt.

     3.   Warranties  and  Representation.  The  Borrower  and the  Subordinated
Creditor each represent and warrant that:

          (a)  The total aggregate principal amount of the Junior Debt as of the
date hereof is $2,025,000;

          (b)  The Junior Debt is evidenced by the Subordinated Loan Documents;

          (c)  The Subordinated Creditor has not assigned the Junior Debt or any
interest therein; and

          (d)  The  Borrower and the  Subsidiaries  have not and will not grant,
directly or  indirectly,  to the  Subordinated  Creditor  any  security  for the
repayment of the Junior Debt.

     4.   Covenants.

          (a)  Except  as  restricted  below,  the  Borrower  may  pay  and  the
Subordinated  Creditor  may collect:  (i) all  regularly  scheduled  payments of
interest under the  Subordinated  Creditor's  Loan  Documents;  and (ii) (A) any
non-accelerated  prepayment or regularly  scheduled  payment of principal of the
Junior Debt (a "Principal  Payment") or (B) any payment under the Subordinated A
Warrant  (a  "Warrant  Payment"),  provided  such  Principal  Payment or Warrant
Payment  does not cause or is not a  contributing  factor  in  causing a default
under  any  covenant  contained  in the  Lender's  Loan  Documents  or any other
documents evidencing the Senior Debt (a "Covenant Default"). In the event that a
Principal  Payment  or Warrant  Payment  causes or is a  contributing  factor in
causing a Covenant Default,  upon the receipt of a Notice of Non-Payment Default
by the Lender to the Subordinated  Creditor,  such Principal  Payment or Warrant
Payment shall be held in trust for the benefit of the Lender and be  immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (b)  (i)  In the event  of any  insolvency,  bankruptcy,  liquidation,
reorganization or other similar proceedings,  or any receivership proceedings in
connection
<PAGE>
                                                                               3


therewith  relative to any of the Borrower,  the Subsidiary or their  respective
creditors  or property  and in the event of any  proceedings  for  voluntary  or
involuntary liquidation,  dissolution or other winding up of any of the Borrower
or  the   Subsidiary,   whether  or  not  involving   insolvency  or  bankruptcy
proceedings,  then all  Senior  Debt  shall  first be paid in full,  before  the
payment on account of principal or interest is made upon any Junior Debt.

               (ii) In any of the  proceedings  referred to in paragraph  (b)(i)
above,  any payment or distribution  of any kind or character,  whether in cash,
property, stock or obligations which may be payable or deliverable in respect of
the Junior Debt shall be paid or delivered directly to the holders of the Senior
Debt for application in payment thereof,  unless and until all Senior Debt shall
have been paid in full.

          (c)  In the event  (i) the  Borrower  shall  fail to make when due any
payment of principal, interest or any other sums on the Senior Debt, or (ii) the
Lender shall have  accelerated  the Senior Debt (the events set forth in clauses
(i) and (ii)  hereafter  referred  to as a  "Payment  Default"),  then  upon the
occurrence  of  the  sending  of  a  written  notice  from  the  Lender  to  the
Subordinated  Creditor  of such  Payment  Default  (with no  obligation  to send
written notice to any successor, assignee,  transferee,  investor or participant
of the Junior Debt) (the "Notice of Payment Default"): (i) effective on the date
of the Notice of Payment  Default,  no payment  shall be made by the Borrower or
any other  co-maker or obligor of the Junior Debt to the  Subordinated  Creditor
and the  Subordinated  Creditor  shall not receive any payments until the Lender
shall have been paid in full or until the Lender shall have sent written  notice
to the  Subordinated  Creditor  indicating that the Lender and the Borrower have
settled or resolved any outstanding  disputes and/or defaults under the Lender's
Loan Documents or any other documents evidencing the Senior Debt; and (ii) while
such  Payment  Default is in effect,  any payment  received by the  Subordinated
Creditor shall be held in trust for the benefit of the Lender and be immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (d)  In the event of any default (other than a Payment Default) by the
Borrower of the Lender's Loan  Documents or any other  documents  evidencing the
Senior  Debt  giving  the  Lender the right to  accelerate  the  Senior  Debt (a
"Non-Payment  Default") and the Lender has not accelerated the Senior Debt, then
upon the  occurrence  of the  sending of a notice  specifying  the list of known
Non-Payment  Default(s)  by the  Lender  to the  Subordinated  Creditor  of such
Non-Payment  Default(s) (a "Notice of Non-Payment  Default") (with no obligation
to send  written  notice to any  successor,  assignee,  transferee,  investor or
participant  of the Junior  Debt):  (i)  effective  on the date of the Notice of
Non-Payment  Default,  no  payment  shall be made by the  Borrower  or any other
co-maker  or obligor of the Junior  Debt to the  Subordinated  Creditor  and the
Subordinated  Creditor  shall not receive any payments until the earlier of: (A)
the date that the Lender  shall  have sent  written  notice to the  Subordinated
Creditor  indicating  that the Lender and the Borrower  have settled or resolved
any  outstanding  disputes  and/or defaults under the Lender's Loan Documents or
any other  documents  evidencing  the Senior  Debt;  or (B) the date one hundred
eighty (180) days after the Notice of Non-Payment Default was sent by the Lender
to the Subordinated Creditor (the "Payment Block Period").  Any payment received
by the  Subordinated  Creditor  during the Payment Block Period shall be held in
trust for the benefit of the Lender and be  immediately  delivered to the Lender
for  application  to the Senior Debt in  accordance  with  Section 5 below.  The
Lender and the Subordinated  Creditor agree that the
<PAGE>
                                       4


Lender  shall  have the right to impose  any  number of  Payment  Block  Periods
pursuant to this  Subsection (d) provided that:  (i) the  Subordinated  Creditor
shall not be blocked from receiving any payments under the Junior Debt in excess
of one  hundred  eighty  (180) days in any three  hundred  sixty-five  (365) day
period;  and (ii) in the event any Payment Block Period was terminated  pursuant
to Clause (A) of the preceding sentence,  then (x) any notice of default for the
same covenant  violation in a three hundred sixty-five (365) day period shall be
given in good  faith and not solely for the  purpose  of  instituting  a payment
block  against  the  Subordinated  Creditor;  and/or  (y) the  Lender  will  not
institute a Payment Block Period for any Non-Payment  Default which was known to
the Lender prior to  instituting  any previous  Payment  Block Period during the
preceding three hundred  sixty-five  (365) day period and not listed in a Notice
of Non-Payment  Default during such three hundred  sixty-five  (365) day period.
The foregoing shall not prevent the Lender from  accelerating any default by the
Borrower or declaring a Payment Default pursuant to Subsection (c) above.

          (e)  The Lender agrees that after it sends a Notice of Payment Default
pursuant to Subsection (c) above the Lender shall diligently  pursue  collection
of the Senior  Debt.  Nothing  set forth  herein  shall  prohibit or prevent the
Lender from  negotiating  or settling any defaults or disputes with the Borrower
under the Lender's Loan Documents or any other  documents  evidencing the Senior
Debt.

          (f)  After a period of one hundred  eighty (180) days from the date of
the Notice of Payment Default pursuant to Subsection (c) above, the Subordinated
Creditor may commence any action or proceeding against the Borrower or any other
co-maker or obligor under the Subordinated  Creditor Loan Documents to demand or
collect the Junior Debt.  Notwithstanding the foregoing, any receipt of funds or
any payment  collected,  garnished  or  otherwise  received by the  Subordinated
Creditor shall be held in trust for the benefit of the Lender and be immediately
delivered to the Lender for  application  to the Senior Debt in accordance  with
Section 5 below.

          (g)  The  Subordinated  Creditor agrees to send to the Lender a notice
indicating  its intention to declare a default and  accelerate  its rights under
the  Subordinated  Creditor's  Loan Documents  prior to any  acceleration of the
Junior Debt.

          (h)  Neither the Borrower nor the Subordinated  Creditor shall take or
permit any action  prejudicial  to or  inconsistent  with the Lender's  priority
position over the Subordinated Creditor that is created by this Agreement.

     5.   Turnover  of  Prohibited  Transfer.  If any  payment on account of the
Junior Debt is received by the  Subordinated  Creditor,  such  payment  shall be
delivered immediately by the Subordinated Creditor to the Lender for application
to the  Senior  Debt,  in the  form  received  except  for the  addition  of any
endorsement  or assignment  necessary to effect a transfer of all rights therein
to the  Lender.  The Lender is  irrevocably  authorized  to supply any  required
endorsement or assignment which may have been omitted.  Until so delivered,  any
such payment shall be held by the Subordinated  Creditor in trust for the Lender
and shall not be  commingled  with other funds or  property of the  Subordinated
Creditor.

     6.   Waivers.  The Borrower and the  Subordinated  Creditor  each waive any
defense  based on the  adequacy  of a remedy at law which might be asserted as a
bar to the  remedy of
<PAGE>
                                                                               5


specific  performance of this  Agreement in any action  brought  therefor by the
Lender.   To  the  fullest  extent  permitted  by  law,  the  Borrower  and  the
Subordinated Creditor each further waive the following: (i) presentment, demand,
protest,  notice of protest,  notice of default,  notice of dishonor,  notice of
payment or  nonpayment  and any and all other notices and demands of any kind by
the Lender in connection with all  instruments  evidencing all or any portion of
the Senior Debt or the Junior Debt to which the Lender or Subordinated  Creditor
may be a party;  (ii) notice of the  acceptance of this Agreement by the Lender;
(iii)  notice of any loans made,  extensions  granted or other  action  taken in
reliance  hereon by the Lender;  and (iv) all other demands and notices in every
kind by the Lender in  connection  with this  Agreement,  the Senior Debt or the
Junior Debt. The Subordinated  Creditor consents to, from time to time, in whole
or  in  part,  any  release,  renewal,  modification,   amendment,   settlement,
extension, compromise or postponement of the time of payment of the Senior Debt,
to any  substitution,  exchange  or release of  collateral  therefor  and to the
addition or release of any person primarily or secondarily liable thereon.

     7.   Legend.  The Subordinated  Creditor and the Borrower agree on the date
hereof to have  stamped or endorsed on each of the  Subordinated  Creditor  Loan
Documents  and any  other  documents  evidencing  the  Junior  Debt a legend  or
statement  in form  satisfactory  to the  Lender  indicating  that  each of such
documents are expressly subject to the terms and conditions of this Agreement.

     8.   Notices.   All  notices,   requests,   consents,   demands  and  other
communications  hereunder  shall be in writing and shall be mailed by registered
or  certified  first  class mail or  delivered  by an  overnight  courier to the
respective parties to this Agreement as follows:

          If to the Borrower:       FIND/SVP, INC.
                                    625 Avenue of the Americas
                                    New York, New York 10011-2002
                                    Attention: ___________________

          with a copy to:           Breslow & Walker
                                    767 Third Avenue
                                    New York, New York 10011
                                    Attn: Howard S. Breslow, Esq.

          If to the Lender:         The Chase Manhattan Bank
                                    1411 Broadway
                                    New York, New York 10018
                                    Attention: Stephen Szanto

          with a copy to:           Hughes Hubbard & Reed LLP
                                    One Battery Park Plaza, 12th Floor
                                    New York, New York 10004
                                    Attention: Beverly G. Miller, Esq.
<PAGE>
                                                                               6


          If to the Subordinated
          Creditor:                 Furman Selz SBIC, L.P.
                                    55 East 52nd Street
                                    New York, New York 10055
                                    Attention: Nicholas Daraviras

          with a copy to:           Dechert Price & Rhoads
                                    4000 Bell Atlantic Tower
                                    1717 Arch Street
                                    Philadelphia, Pennsylvania 19103
                                    Attention: Carmen J. Romano, Esq.

     9.   Indulgences Not Waivers. Neither the failure nor any delay on the part
of the Lender to exercise any right,  remedy, power or privilege hereunder shall
operate as a waiver thereof or give rise to an estoppel,  nor be construed as an
agreement to modify the terms of this Agreement, nor shall any single or partial
exercise of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right,  remedy, power or privilege with respect
to any  other  occurrence.  No waiver by a party  hereunder  shall be  effective
unless it is in writing  and signed by the party  making such  waiver,  and then
only to the extent specifically stated in such writing.

     10.  Duration and Termination. This Agreement shall constitute a continuing
agreement of subordination and shall remain in effect so long as the Borrower is
in any way indebted, liable or obligated to the Lender.

     11.  Entire Agreement.  This Agreement constitutes and expresses the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions,  whether express or implied, oral or
written  including,  but not limited to, anything  contained in the Subordinated
Creditor's  Loan  Documents  to the  contrary.  Neither this  Agreement  nor any
portion or provision  hereof may be changed,  waived or amended orally or in any
manner other than by an agreement in writing signed by the Lender,  the Borrower
and the Subordinated Creditor.

     12.  Successors and Assigns.  This Agreement  shall inure to the benefit of
the Lender, its successors and assigns,  and shall be binding upon the Borrower,
its successors and assigns,  and the Subordinated  Creditor,  its successors and
assignees.

     13.  Governing  Law. The validity,  construction  and  enforcement  of this
Agreement shall be governed by the laws of the State of New York and the parties
consent  irrevocably  to the  jurisdiction  and venue of the  federal  and state
courts located in New York City, New York in resolving any dispute  arising from
this  Agreement.  The Borrower and the  Subordinated  Creditor  hereby waive any
objection  which it or they have or may have to the  laying of venue of any such
action or suit arising out of this  Agreement in such courts and further  waives
any claim  that any such  suit or action  has been  brought  in an  inconvenient
forum.

     14.  Jury Trial Waiver.  Each of the parties  hereto waives (to the fullest
extent  permitted by applicable law) any right to a trial by jury of any dispute
arising from this Agreement.
<PAGE>
                                                                               7


     15.  Severability.  The provisions of this Agreement are independent of and
separable from each other. If any provision  hereof shall for any reason be held
invalid or  unenforceable,  it is the intent of the parties that such invalidity
or unenforceability shall not effect the validity or enforceability of any other
provision hereof,  and that this Agreement shall be construed as if such invalid
or unenforceable provision had never been contained herein.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on December
30, 1999.

                                    FIND/SVP, Inc.


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:



                                    FURMAN SELZ SBIC, L.P.
                                           By: Furman Selz SBIC Investments LLC,
                                               General Partner


                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:



                                    THE CHASE MANHATTAN BANK

                                    By
                                       -----------------------------------------
                                       Name:
                                       Title:
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.: New York
COUNTY OF NEW YORK                  )


     On this the ____ day of  _______________,  1999, before me, the undersigned
officer, personally appeared _________________, who acknowledged himself/herself
to be the  ____________ of FIND/SVP,  Inc., a corporation,  and that he/she,  as
such officer,  being authorized so to do, executed the foregoing  instrument for
the purposes therein  contained and acknowledged the same to be his/her free act
and  deed  individually  and as such  officer,  and the free act and deed of the
corporation.

     IN WITNESS WHEREOF, I hereunto set my hand.

                                               ---------------------------------
                                               Notary Public


My Commission Expires:
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.: New York
COUNTY OF NEW YORK                  )


     On this the ____ day of  _______________,  1999, before me, the undersigned
officer, personally appeared _________________, who acknowledged himself/herself
to be the  ____________ of FURMAN SELZ SBIC  INVESTMENTS LLC, general partner of
FURMAN  SELZ  SBIC,  L.P.,  a  limited  partnership,  and that  he/she,  as such
_________________  of the  general  partner of the  limited  partnership,  being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained and acknowledged the same to be his/her free act and deed individually
and as such  ____________________,  and the  free  act and  deed of the  general
partner and the limited partnership.

     IN WITNESS WHEREOF, I hereunto set my hand.


                                               ---------------------------------
                                               Notary Public

My Commission Expires: