FIND SVP INC
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>19
<FILENAME>c27833_ex10-17.txt
<TEXT>

                                                                   EXHIBIT 10.17

                              AMENDED AND RESTATED
                              TERM PROMISSORY NOTE

                                                              New York, New York
$1,500,000.00                                                      April 1, 2003

      FOR VALUE RECEIVED, the undersigned unconditionally (and if more than one,
jointly  and  severally)  promises  to pay to the order of  JPMORGAN  CHASE BANK
("CHASE" or the "BANK"),  at its office  located at 1166 Avenue of the Americas,
New York,  New York  10036,  or to such other  address as the holder  hereof may
notify  the  undersigned,  the  principal  amount of One  Million  Five  Hundred
Thousand Dollars ($1,500,000) (the "LOAN").

      The  entire  outstanding  amount of  principal,  together  with any unpaid
interest  and any  other  amounts  due on or  under  this  Note  shall be due on
December 30, 2005 (the "MATURITY DATE"). The principal amount of this Note shall
be payable in ten (10) equal quarterly installments of $100,000.00 on each March
31, June 30,  September  30 and  December 31  occurring  after the date  hereof,
commencing on June 30, 2003,  and a final  installment  of  $500,000.00  due and
payable on the Maturity Date.

      PROVIDED,  HOWEVER,  at no time shall the sum of (a) the principal  amount
outstanding  hereunder,  plus (b) the aggregate stated amount of all outstanding
letters of credit issued by Chase for the account of the  undersigned,  plus (c)
the  principal  amount  outstanding  under the Amended and Restated  Senior Grid
Promissory  Note,  dated April 1, 2003 (as  amended,  supplemented  or otherwise
modified from time to time, the "SENIOR GRID Note"),  issued by the  undersigned
to the order of Chase in the original principal amount of $1,000,000.00,  exceed
the "Borrowing  Base." The "BORROWING BASE" means 80% of the aggregate amount of
all  Eligible  Accounts  as  calculated  by Chase  from time to time;  PROVIDED,
HOWEVER,  that Chase, in its sole  discretion,  may on notice to the undersigned
redetermine  the  Borrowing  Base  including,  but not limited to,  altering the
percentage of Eligible Accounts  includable in the Borrowing Base. To the extent
that the sum of (i) the principal amount  outstanding  hereunder,  plus (ii) the
aggregate stated amount of all outstanding letters of credit issued by Chase for
the account of the  undersigned,  plus (iii) the  principal  amount  outstanding
under the Senior Grid Note,  exceeds the Borrowing Base at any time, such excess
shall be immediately  due and payable by the undersigned to Chase without demand
by Chase.  The undersigned  agrees to pay interest on the unpaid balance of such
excess  amounts at the Prime Rate, as set forth in the INTEREST  section  below,
plus two and one-half percent (2.50%) per annum.

      This Note includes all Schedules and Riders attached hereto.

      This Note amends and restates in its entirety  the Term  Promissory  Note,
dated  February 20,  2002,  as amended  prior to the date hereof,  issued by the
undersigned  to  the  order  of  Chase  in  the  original  principal  amount  of
$2,000,000.

<PAGE>
                                                                               2


      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 a 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.

      "CASH FLOW COVERAGE  RATIO" means,  in respect of the period for which the
computation  is being  made,  which  period  shall  in each  case  consist  of a
twelve-month period ending on the last day of a Fiscal Quarter, the ratio of (i)
Measured  Cash Flow to (ii) the sum of all payments of  principal,  interest and
capital lease obligations,  including (without limitation) sinking fund payments
and redemptions,  and all Earn-Out Payments,  in each case which the undersigned
is contractually required to pay during such period.

      "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 the Loan) 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  indebtedness
secured  thereby  shall have been  incurred or assumed by such Person,  (iv) all
capitalized  lease  obligations  of such Person,  (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.

      "EARN-OUT PAYMENTS" means the One Year Deferred  Consideration Amount, the
Two Year  Deferred  Consideration  Amount  (as such  terms  are  defined  in the
Purchase  Agreement),  and any other amounts paid by the undersigned pursuant to
or in connection with the Purchase  Agreement that constitute  deferred purchase
price or earn-out payments

<PAGE>
                                                                               3


      "ELIGIBLE  ACCOUNT" means an account of the  undersigned  (i) which is due
and  payable  in full  within 90 days,  (ii) for which the  account  debtor is a
resident  of the United  States,  (iii) in which  Chase  holds a first  priority
perfected security interest, and which is not subject to any assignment,  claim,
lien, or security interest,  except in favor of Chase, (iv) which is a valid and
legally enforceable obligation of the account debtor, and, (v) in which Chase in
its  discretion  has not deemed the  account or account  debtor  unsatisfactory;
provided,  however,  that if 50% or more of any  account  does  not  meet  these
specifications,  the entire  amount of such account  shall not be included as an
Eligible Account.

      "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 three and  one-half
percent (3.5%).

      "FEDERAL  FUNDS RATE" means,  for any day, the rate per annum equal to the
weighted  average  of the  rates on  overnight  Federal  Funds  transactions  as
published  by the Federal  Reserve Bank of New York for such day (or if such day
is not a Banking Day, for the immediately preceding Banking Day).

      "FISCAL QUARTER" means the  undersigned's  fiscal quarter  consisting of a
three-month period,  ending on each March 31, June 30, September 30 and December
31.

      "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.

      "GUARANTORS"  means  Guideline  Research  Corp.,  a New York  corporation,
Tabline Data Services, Inc., a New York corporation, Guideline/Chicago, Inc., an
Illinois  corporation,  Advanced  Analytics,  Inc., a New York corporation,  and
Guideline Consulting Corp., a New York corporation.

      "INTEREST  PERIOD" means with respect to any Euro Rate Loan, the period as
Chase may offer and as the undersigned may select,  commencing on the first date
of such  period and ending on the  numerically  corresponding  day in the first,
second or third  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
subsequent  calendar month. In no event shall an Interest Period have a duration
of less than one month or extend  beyond the Maturity  Date.  "INTEREST  PERIOD"
means (i) with respect to Money Market Rate Loans, for any single borrowing, the
period  for which  such  borrowing  is  offered,  and (ii) with  respect  to the
Variable Rate, the period for which such rate is applicable.

<PAGE>
                                                                               4


      "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
Banking 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 relevant Fixed Rate Loan.

      "MEASURED  CASH FLOW" means the sum of the following  items  measured on a
consolidated  basis for the  undersigned and its  Subsidiaries  (if any) for any
twelve-month period ending on the last day of a Fiscal Quarter:

      (i) net income,

      plus  (ii)  depreciation  and all other  non-cash  charges  to income  not
                  affecting working capital,

      minus (iii) all cash or asset dividends on capital stock,

      minus (iv)  all capital expenditures,

      plus (v)  increases  in long term debt which  shall  have been  applied to
capital expenditures and approved in advance by Chase.

      "MONEY  MARKET  RATE"  means if offered,  a rate of interest  per annum 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  limited  liability   company,  a  trust,  an
unincorporated  organization or a government or any agency,  instrumentality  or
political subdivision thereof.

      "PURCHASE AGREEMENT" means the Stock Purchase Agreement, dated as of April
1, 2003,  by and among Jay L.  Friedland,  Robert La Terra,  Guideline  Research
Corp. and the undersigned, as the same may be amended, supplemented or otherwise
modified in accordance with its terms.

      "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.

      "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.

<PAGE>
                                                                               5


      "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).  Without
limiting the effect of the foregoing,  the Reserve Requirement shall reflect any
other  reserves  required to be maintained by such member banks by reason of any
Regulatory  Change  against  (x) any  category  of  liabilities  which  includes
deposits  by  reference  to which the Euro Rate is to be  determined  or (y) any
category of  extensions  of credit or other  assets  which  includes a Euro Rate
Loan. The Reserve  Requirement shall be adjusted  automatically on and as of the
effective date of any change in any reserve percentage.

      "SENIOR  DEBT" means all  indebtedness  owing to Chase under this Note and
the Senior Grid Note and in respect of any letters of credit issued by Chase for
the account of the undersigned.

      "SUBORDINATED DEBT" means all indebtedness owing under the Loan Agreement,
dated April 1, 2003,  between the  undersigned  and Petra  Mezzanine  Fund, L.P.
("PETRA"),  and  the  Promissory  Note,  dated  April  1,  2003,  issued  by the
undersigned to the order of Petra Mezzanine  Fund, L.P. in the principal  amount
of  $3,000,000.00,   in  each  case  as  the  same  may  be  amended,  restated,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms thereof and the terms of the Subordination Agreement.

      "SUBORDINATION  AGREEMENT" means the Subordination Agreement,  dated as of
April 1, 2003,  among the undersigned,  the Guarantors,  Petra and Chase, as the
same may be amended, restated,  supplemented or otherwise modified in accordance
with its terms.

      "SUBSIDIARY" of a Person 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 such Person.

      2. FEE. The undersigned promises to pay to Chase an upfront fee of $10,000
on the date of this Note.

      3.  INTEREST.  The  undersigned  promises  to pay  interest  on the unpaid
principal  balance of this Note from and including the date hereof until paid in
full (before as well as after  judgment) 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 the higher of the
                        Federal  Funds Rate and that rate of interest  from time
                        to time  announced  by Chase at its head  office  as its
                        prime  commercial  lending rate (the "PRIME  RATE"),  in
                        each  case  plus one and  one-quarter  percent  (1.25%).
                        Changes in the

<PAGE>
                                                                               6


                        rate of interest  hereunder shall be effective as of and
                        for the entire day on which such  change in the  Federal
                        Funds Rate or the Prime Rate becomes effective;

      and

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

      Unless three Banking 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 the Variable Rate on the day immediately following the
last day of the current Interest Period.

      Notwithstanding   any  other  provision   herein  to  the  contrary,   the
undersigned shall not be entitled to (i) have more than three different Interest
Periods  outstanding at any one time or (ii) select or renew an Interest  Period
for a Fixed  Rate  Loan  (a) at any time an Event  of  Default  (as  hereinafter
defined)  has  occurred  and  is  continuing  or (b)  which  would  prevent  the
undersigned from making a regularly  scheduled principal payment without Section
7 hereof being applicable to such payment.

      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 three months, then
on the three-month  anniversary of the date of the commencement of such Interest
Period and on the last day of such Interest Period,  unless otherwise  specified
on a Rider attached hereto, (c) on the Maturity Date, and (d) on the date of any
prepayment  of  principal  (but only with  respect  to the  amount so  prepaid).
Interest  shall be calculated on the 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.  BORROWINGS AND PAYMENTS.  The  undersigned  shall give Chase notice by
12:00 noon New York City time three (3) Banking Days prior to each request for a
Fixed Rate Loan and by 12:00 noon New York City time on the date of each request
for a  Variable  Rate  Loan;  PROVIDED  that each  Fixed Rate Loan shall be in a
minimum amount equal to at least $500,000.

      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,  interest  or  otherwise)  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.  All prepayments
shall be in a minimum  amount  equal to the  lesser of  $100,000  or the  unpaid
principal  amount of this Note.  Chase may apply any money received or collected
for payment

<PAGE>
                                                                               7


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 respect 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  for its own  account  the full amount it  otherwise
would have received in the absence of any such deductions.

      Whenever  any  payment  to be  made  hereunder  (including  principal  and
interest)  shall be  stated to be due on a day other  than a Banking  Day,  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,  interest or otherwise) 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
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 taxes,  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 after 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.  UNAVAILABILITY,  INADEQUACY  OR  ILLEGALITY.  Anything  herein  to the
contrary  notwithstanding,  if Chase determines  (which  determination  shall be
conclusive) that

            (a) quotations of interest rates for the relevant  deposits referred
to in the definition of Euro Rate are not being provided in the relevant amounts
or for the relevant  maturities for purposes of determining the rate of interest
for a Fixed Rate Loan; or

            (b) the definition of Euro Rate does not  adequately  cover the cost
to Chase of making or maintaining a Fixed Rate Loan; or

            (c) if it becomes  unlawful for Chase or its lending office to make,
convert or maintain the Loan,

<PAGE>
                                                                               8


Chase shall promptly notify the undersigned,  and Chase shall not make,  convert
or  maintain  the Loan and the 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 the  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 the
Loan and disburse the proceeds  thereof to the account  listed below and to make
repayments  of such Loan 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 the 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  interest  rate of the Loan and the date of each  change
thereof,  the date and amount of each payment of principal of the Loan,  and the
then  outstanding  principal  balance of the Loan, shall be recorded by Chase on
its books and prior to any transfer of this Note (or, at the discretion of Chase
at any other time), endorsed by Chase on a schedule attached or any continuation
of such  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 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

<PAGE>
                                                                               9


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
obligations  under this Note; and (h) there has been no material  adverse change
in the financial  condition of the undersigned since the date of the most recent
audited annual financial statements.

      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 the
undersigned  and  its   consolidated   Subsidiaries,   and   consolidated   (and
consolidating)  statements  of income,  cash flows and changes in  shareholders'
equity  of the  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 60 days after the end of each  Fiscal
Quarter, a consolidated (and consolidating)  balance sheet(s) of the 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
such  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  projections,  prepared  in  conformity  with  GAAP
consistently  applied, and certified by an appropriate  financial officer of the
undersigned;

            (c)  Furnish  to  Chase,  concurrently  with  the  delivery  of  the
financial statements specified in paragraphs (a) and (b) above, a certificate of
the principal financial officer,  the controller,  the treasurer or an assistant
treasurer of the  undersigned  (i) stating  whether he has any  knowledge of the
occurrence at any time on or prior to the date of such  certificate of any Event
of Default or any event that,  with the giving of notice or the lapse of time or
both,  would  constitute an Event of Default,  and if so, stating the facts with
respect  thereto,  and  (ii)  setting  forth in a true and  correct  manner  the
calculation  of each of the financial  covenants set forth in Section 13 of this
Note, as of the date of the most recent financial  statements  accompanying such
certificate,  to show the  undersigned's  compliance  with or the status of each
financial covenant contained in such Section;

<PAGE>
                                                                              10


            (d) Furnish to Chase,  on or before April 1 of each Fiscal Year, the
undersigned's  projected income statement and balance sheet for such Fiscal Year
(and for  each  Fiscal  Quarter  during  such  Fiscal  Year),  to be in form and
substance satisfactory to Chase.

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

            (f) Permit  representatives of Chase to visit and inspect any of the
properties of the 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 the
undersigned;

            (g) Cause to be paid and discharged all obligations when due and all
lawful taxes,  assessments and  governmental  charges or levies imposed upon the
undersigned or any of its Subsidiaries,  or upon any property, real, personal or
mixed,  belonging  to the  undersigned  or its  Subsidiaries,  or upon  any part
thereof,  before the same shall become in default,  as well as lawful claims for
labor,  materials and supplies which,  if unpaid,  might become a lien or charge
upon such  property or any part  thereof;  PROVIDED,  HOWEVER,  that neither the
undersigned  nor any such  Subsidiary  shall be required to cause to be paid and
discharged any such obligation,  tax, assessment,  charge, levy or claim so long
as the validity  thereof shall be contested in the normal course of business and
in good faith;

            (h) Maintain  with  financially  sound,  reputable and duly licensed
insurers,  insurance  of the  kinds,  covering  the  risks  and in the  relative
proportionate amounts usually carried by similar companies in similar localities
or as may otherwise be expressly required by Chase from time to time;

            (i) Promptly  notify Chase in writing with full details if any event
occurs or any condition exists which constitutes, or which but for a requirement
of lapse of time or  giving  of notice  or both  would  constitute,  an Event of
Default  under this Note or which  might  materially  and  adversely  affect the
financial condition or operations of the undersigned or any of its Subsidiaries;
and

            (j)  Furnish  to Chase  (i)  within  20 days  after  the end of each
calendar month, a borrowing base  certificate that sets forth the calculation of
the  Borrowing  Base as of the last day of such  month,  and (ii) within 20 days
after the end of each Fiscal  Quarter,  a  statement  that sets forth a detailed
aging of all accounts  receivable and accounts  payable of the undersigned as of
the last day of such Fiscal Quarter,  in each case in form,  scope and substance
satisfactory to Chase.

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

            (a)  Incur,  create,   permit  to  exist  or  assume,   directly  or
indirectly,  any Debt  other  than (i) Debt to Chase;  (ii)  trade  indebtedness
(which shall not include any borrowing, trade

<PAGE>
                                                                              11


acceptances or notes given in settlement of trade indebtedness)  incurred in the
ordinary  course  of  business  and  not  more  than  90  days  overdue;   (iii)
indebtedness  related  to liens  permitted  by clause  (b)(ii)  below;  (iv) the
Subordinated  Debt,  PROVIDED that the  Subordinated  Debt shall at all times be
subject  to the  terms of the  Subordination  Agreement;  (v) the  Consideration
Shares Put, the One Year Deferred Consideration Amount and the Two Year Deferred
Consideration Amount (as such terms are defined in the Purchase Agreement);  and
(vi) any other payments  payable to the Shareholders (as such term is defined in
the Purchase Agreement)  expressly  contemplated by and pursuant to the Purchase
Agreement;

            (b) Pledge or  encumber  any of its  assets,  except (i)  mortgages,
liens,  security  interests  or  encumbrances  granted  to Chase,  (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 (iii) liens,  security
interests or  encumbrances  granted to Petra that secure the  obligations of the
undersigned  in respect of the  Subordinated  Debt,  PROVIDED  that such  liens,
security  interests and encumbrances  shall at all times be subject to the terms
of the Subordination Agreement;

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

            (d) 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;

            (e)  Be  in  violation  of  any  law  or  regulation,  order,  writ,
injunction or decree of any court or governmental  instrumentality  or in breach
of  any  agreement  or  instrument  to  which  the  undersigned  or  any  of its
Subsidiaries is subject or in default thereunder;

            (f)  Enter  into  or  be  a  party  to  any  merger,  consolidation,
reorganization,  exchange  of stock or  assets,  unless the  undersigned  is the
surviving  corporation  and as such  satisfies  all of the  covenants  contained
herein;  PROVIDED,  HOWEVER,  the undersigned will not permit any corporation to
merge into the  undersigned  or acquire any assets in exchange for securities of
the undersigned if immediately after such merger or asset acquisition,  assuming
full conversion of any convertible  securities  issued in connection  therewith,
the  shareholders  of  the  corporation  merged  into  the  undersigned  or  any
Subsidiary  of the  undersigned  or the holders of the shares  issued to acquire
such assets would hold 50% or more of the voting power of the undersigned or any
of its Subsidiaries;

            (g) Sell, lease, assign, transfer or otherwise dispose of any of the
assets of the undersigned or of any of its  Subsidiaries  (including  stock of a
Subsidiary),  except:  (i) for inventory  disposed of in the ordinary  course of
business;  (ii) the sale or other disposition of assets no longer used or useful
in the conduct of its  business;  and (iii) that any such  Subsidiary  may sell,
lease, assign, or otherwise transfer its assets to the undersigned; and

<PAGE>
                                                                              12


            (h) Make or hold any  investment in any securities of any kind other
than ownership of stock of its  Subsidiaries,  be or become a party to any joint
venture or partnership,  or make or keep  outstanding any advance or loan except
as  permitted  hereunder  and  those  securities  held on the  date  hereof  and
disclosed in writing to Chase.

      13.  FINANCIAL  COVENANTS.  The  undersigned  shall  maintain at all times
(unless otherwise stated) the following financial covenants and ratios:

            (a) (i) Senior  Debt to (ii)  Consolidated  Tangible  Net Worth plus
Subordinated Debt of not more than 0.75 to 1;

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

            (c) Consolidated  Tangible Net Worth plus  Subordinated  Debt of not
less than $3,300,000; and

            (d) Cash  Flow  Coverage  Ratio of not  less  than  1.25 to 1, to be
measured at the end of each Fiscal Quarter.

      14. 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.

      15.  DEFAULT.  If any of the following  events of default shall occur with
respect to 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

<PAGE>
                                                                              13


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 of its Debt (including,  without  limitation,  any Debt to Chase, other than
the Debt of the  undersigned  under this Note) or if any such Debt 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 Debt;

            (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,
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 (including,
without  limitation,  the Security  Agreement,  dated  December 30, 1999, by the
undersigned  in favor of  Chase,  as the same may be  amended,  supplemented  or
otherwise modified from time to time) 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;

<PAGE>
                                                                              14


            (j) the  undersigned  or any Third  Party  shall  suffer a  material
adverse  change in its business,  financial  condition,  properties or prospects
(including,  but not limited to, a  termination  of the SVP  International  S.A.
licensing arrangement);

            (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  $250,000  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  clause  (e)  above,  the unpaid
principal  amount of this Note,  together  with  accrued  interest and any other
amounts due  hereunder  shall  immediately  become due and  payable  without any
notice or other action by Chase.

      16.  CERTAIN  WAIVERS.  The  undersigned  waives  presentment,  notice  of
dishonor, protest and any other notice or formality with respect to this Note.

      17. COSTS.  The  undersigned  agrees 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.

      18. 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 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.

      19. 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.

      20.  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.

      21.  GOVERNING  LAW;  JURISDICTION.  This Note  shall be  governed  by and
construed in accordance  with the laws of the State of New York. The undersigned
consents  to the

<PAGE>
                                                                              15


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 in
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  specified  below or to such further  address(es) as the undersigned
may specify to Chase in writing.

      22. 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.

      23. JURY,  CERTAIN  DEFENSES AND SET-OFF WAIVERS.  THE UNDERSIGNED  HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (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.

<PAGE>
                                                                              16


      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:

                                          777-789213
                                          --------------------------------------


                                          FIND/SVP, INC.

                                          By: /s/ Peter Stone
                                              ----------------------------------

                                          Print Name: Peter Stone
                                                      --------------------------

                                          Title: Chief Financial Officer
                                                 -------------------------------

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


</TEXT>
</DOCUMENT>
