-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITnTRhJbEsr8e7w2RRPdmwSETSQzCShmHGPA5KStwH85j0Z6Z9p5ZM4guCidZRmy iV8rIsrY6s+nTrR0BbwU0A== 0000950136-01-501981.txt : 20020412 0000950136-01-501981.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950136-01-501981 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011203 GROUP MEMBERS: IAN G.H. ASHKEN GROUP MEMBERS: MARLIN EQUITIES, LLC GROUP MEMBERS: MARTIN E. FRANKLIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIND SVP INC CENTRAL INDEX KEY: 0000801338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132670985 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37967 FILM NUMBER: 1805379 BUSINESS ADDRESS: STREET 1: 625 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126454500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARLIN EQUITIES LLC CENTRAL INDEX KEY: 0001163008 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134089676 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 SC 13D 1 file001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FIND/SVP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317718302000 (CUSIP Number) Marlin Equities, LLC 555 Theodore Fremd Avenue Suite B-302 Rye, New York 10580 Attn: Martin E. Franklin (914) 967-9400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 21, 2001 (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------- ----------------- CUSIP No. 317718302000 Page 2 of 9 Pages - ---------------------- ----------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marlin Equities, LLC - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------- ------ ------------------------------------------------- 7 SOLE VOTING POWER 1,555,292 NUMBER OF ------ ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------ ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,555,292 ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,292 - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------- ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - ---------------------- ----------------- CUSIP No. 317718302000 Page 3 of 9 Pages - ---------------------- ----------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martin E. Franklin - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------- ------ ------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,555,292 EACH ------ ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,555,292 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,292 - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------- ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - ---------------------- ----------------- CUSIP No. 317718302000 Page 4 of 9 Pages - ---------------------- ----------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ian G.H. Ashken - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------- ------ ------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------ ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,555,292 EACH ------ ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,555,292 - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,555,292 - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------- ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. (i) Name and Issuer: FIND/SVP, Inc. (the "Company") (ii) Address of the Principal Executive Offices of Issuer: 625 Avenue of the Americas, New York, New York 10011. (iii) Title of Class of Equity Securities to which this Statement relates: Common Stock, $0.0001 par value per share, of the Company (the "Common Stock"). Item 2. Identity and Background. (a) This statement is being filed by Marlin Equities, LLC, a Delaware limited liability company ("Marlin"), Martin E. Franklin ("Franklin") and Ian G.H. Ashken ("Ashken," and together with Marlin and Franklin, collectively referred to as the "Reporting Persons"). Marlin is a private investment vehicle of Messrs. Franklin and Ashken, who are the sole members and managers of Marlin. (b) The business address of each of the Reporting Persons is 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. (c) The present principal business of Marlin is that of a private investment fund, engaged in the purchase and sale of securities for investment for its own account. Messrs. Franklin and Ashken direct the activities of Marlin and other affiliated private investment vehicles. (d) None of the Reporting Persons has, during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Marlin is organized under the laws of the State of Delaware. Messrs. Franklin and Ashken are citizens of the United Kingdom. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the interests reported herein was $1,073,427. Such funds were furnished from Marlin's investment capital. Item 4. Purpose of Transaction. The Reporting Persons currently intend to hold their interests in the Common Stock for investment purposes. The Reporting Persons have entered into an agreement with the Company pursuant to which Mr. Franklin will be appointed to the Board of Directors of the Company. This agreement also provides for the appointment of David Walke (who also acquired a beneficial interest in the Company's Common Stock) to the Company's Board of Directors. It is the stated intention of Messrs. Franklin and Walke and the existing members of the Company's Board of Directors to appoint two additional independent directors to the Company's Board of Directors. Additionally, on November 21, 2001 Mr. Walke was appointed as the Chief Executive Officer of the Company, Mr. Franklin agreed to serve as the Chairman of the Board of Directors of the Company commencing on January 1, 2002 and Mr. Ashken was retained as a consultant to the Company. The Reporting Persons expect to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, the market price for the Common Stock, conditions in the securities markets generally, general economic conditions, conditions affecting the Company's operations and other factors. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. In particular, the Reporting Persons may purchase shares of Common Stock, or may sell or otherwise dispose of all or a portion of the shares of the Common Stock, in public and private transactions and/or may enter into negotiated derivative transactions to hedge the market risk of some or all of their positions in, or to obtain greater exposure to, the shares of the Common Stock. Any such transactions may be effected at any time or from time to time, subject to any applicable limitations imposed on the sale of shares of the Common Stock by the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Except as set forth in this Item 4 and Item 6, the Reporting Persons have no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) On the date of this statement, Marlin beneficially owns 1,555,292 shares of Common Stock (including 211,111 shares of Common Stock issuable upon exercise of certain warrants held by Marlin) or approximately 15.2% of the outstanding Common Stock. The percentage of Common Stock reported as beneficially owned is based upon 10,254,554 shares outstanding, which consists of the sum of (i) 7,605,943 shares outstanding as at November 20, 2001 as reported on the schedule filed by the Company pursuant to Rule 14f-1 on November 26, 2001; (ii) 2,437,500 shares acquired by other investors from the Company on November 21, 2001, and (iii) 211,111 shares issuable upon exercise of certain warrants to purchase Common Stock held by the Marlin. Messrs. Ashken and Franklin, as the sole member and managers of Marlin, may be deemed to beneficially own the Common Stock beneficially owned by Marlin. (b) Marlin has the sole power to direct the vote and to direct the disposition of the interest in the Common Stock reported herein. Messrs. Franklin and Ashken, as the sole members and managers of Marlin, may be deemed to share the power to direct the vote of, or disposition of, the Common Stock beneficially owned by Marlin. (c) The interest in the Common Stock reported herein consists of (i) 1,036,800 shares of Common Stock acquired from SVP, S.A. for a price of $0.70 per share, (ii) warrants to purchase 211,111 shares of Common Stock acquired from SVP, S.A for a price of $0.62763 per warrant and (iii) 307,381 shares of Common Stock acquired from SVP International for a price of $0.70 per share. The aforementioned acquisitions were consummated on November 21, 2001. (d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock reported by this statement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. On November 21, 2001, Mr. Franklin entered into an employment agreement with the Company which will commence on January 1, 2002. Pursuant to this employment agreement, the Company agreed to grant to Mr. Franklin options to purchase 630,000 shares of Common Stock at a price of $0.41 per share. Such options will vest ratably on each of November 20, 2002, 2003 and 2004, subject to accelerated vesting upon the occurrence of certain events. On November 21, 2001, Mr. Ashken entered into a consulting agreement with the Company. Pursuant to this consulting agreement, the Company agreed to grant to Mr. Ashken options to purchase 70,000 shares of Common Stock at a price of $0.41 per share. Such options will vest ratably on each of November 20, 2002, 2003 and 2004, subject to accelerated vesting upon the occurrence of certain events. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Joint Filing Agreement by and among Marlin Equities, LLC, Martin E. Franklin and Ian G.H. Ashken. Exhibit 2 - Employment Agreement dated November 21, 2001 between FIND/SVP, Inc. and Martin E. Franklin. Exhibit 3 - Consulting Agreement dated November 21, 2001 between FIND/SVP, Inc. and Ian G.H. Ashken. Exhibit 4 - Letter Agreement dated November 5, 2001 by and among, Martin E. Franklin, David Walke, Ian Ashken, Find/SVP, Inc., SVP S.A. and SVP International. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 30, 2001 MARLIN EQUITIES, LLC By: /s/ Martin E. Franklin ---------------------------- Martin E. Franklin, Member /s/ Martin E. Franklin ------------------------------- Martin E. Franklin /s/ Ian G.H. Ashken ------------------------------- Ian G.H. Ashken EX-99.1 3 file002.txt JOINT FILING AGREEMENT SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree that each of the undersigned is responsible for the timely filing of this statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein or therein; but none of the undersigned is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In Witness Whereof, the undersigned have either signed this Agreement or caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date set forth below. Date: November 30, 2001 MARLIN EQUITIES, LLC By: /s/ Martin E. Franklin ---------------------------- Martin E. Franklin, Member /s/ Martin E. Franklin ------------------------------- Martin E. Franklin /s/ Ian G.H. Ashken ------------------------------- Ian G.H. Ashken EX-99.2 4 file003.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of the ___ day of November, 2001, by and between FIND/SVP, INC., a New York corporation, having its principal executive offices at 625 Avenue of the Americas, New York, N.Y. 10011 (hereinafter referred to as the "Company"), and MARTIN E. FRANKLIN, c/o Marlin Equities, LLC, 555 Theodore Fremd Avenue, Suite B-302, Rye, N.Y. 10580 (hereinafter referred to as the "Employee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company is a global business advisory service that helps top executives explore opportunities, make informed business decisions, and solve problems; and WHEREAS, the Company desires to employ Employee as an Executive Officer to serve as Chairman of the Board of the Directors of the Company and to render other services to the Company, and Employee desires to be so employed by the Company, pursuant to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. Employment; Directorship; Responsibilities. 1.1 The Company hereby employs and engages the Employee as an Executive Officer of the Company to serve as its Chairman of the Board of Directors and to advise the Company on all aspects of its business, including, without limitation, finance, mergers and acquisitions, and management and to help the Company develop a strategic plan for its business (the "Management Services"). In connection therewith, the Company will use its best efforts to have Employee elected as a member of the Board of Directors of the Company. 1.2 The Employee hereby accepts said employment as an Executive Officer of the Company and agrees to serve as its Chairman of the Board of Directors and provide the Management Services on the terms and conditions herein set forth. In connection with the performance of the Management Services, such Services shall be rendered on an "as needed" basis. 2. Term of Employment. 2.1 The term of employment hereunder shall commence (the "Commencement Date") as of January 1, 2002 and shall continue until November 20, 2004 (the "Term"), except that (a) if sooner elected as a member of the Board of Directors of the Company, the Employee agrees to act in the capacity as Chairman of the Board commencing with the date of such election, and (b) Employee's employment shall terminate sooner than November 20, 2004 upon the occurrence of any of the following events: (a) The death of the Employee; (b) The incapacity of the Employee as defined below; (c) An act or omission to act on the part of the Employee which would constitute cause, as defined below, for the termination of employment, and the giving of written notice to the Employee by the Company that the Company elects to terminate the employment of the Employee; or (d) The Employee voluntarily leaves the employ of the Company. 2.2 The term "incapacity" as that term is used in Section 2.1 (b) above shall be deemed to refer to and include the absence of the Employee from his employment by reason of mental or physical illness, disability or incapacity for a continuous period of 120 days or for a period of 180 days in any one year period, and the Company, at its option, elects to treat such illness, disability or incapacity as permanent in nature. 2.3 The term "cause" as that term is used in Section 2.1(c) above shall be defined as being for: (a) A material default or breach of any of the representations, warranties, obligations, covenants or agreements made by the Employee herein; (b) The conviction of the Employee in a court of law of any crime or offense involving a felony; or 2 (c) The misappropriation by the Employee of Company assets. 3. Compensation: Related Matters. 3.1 Expense Allowance. The Company shall provide the Employee with an unaccountable allowance of $20,000 per annum. 3.2 Stock Options. Upon the date hereof, the Company shall grant to the Employee a ten-year Non-Incentive Stock Option (the "Option") to purchase six hundred and thirty thousand (630,000) shares of the Company's common stock, par value $.0001 per share, at a price of $.41 per share, pursuant to the terms of the Company's 1996 Stock Option Plan (which would be amended to increase the number of shares covered by such Plan to facilitate the issuance of the Options to be granted hereunder) or a new stock option plan to be adopted by the Company. The Option shall vest ratably on each of November 20, 2002, 2003 and 2004, and such vesting shall accelerate and vest immediately in the event of a change in Control of the Company or upon termination of this Agreement without cause or upon the death or incapacity (as defined in Section 2.2) of the Employee. 4. Change of Control. 4.1 For the purpose of this Agreement, a "Change of Control" shall mean: (a) The acquisition by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this purpose, Employee, any group (as defined above) of which Employee is a member, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or 3 (b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. 5. Restrictive Covenants. 5.1 Employee acknowledges that the Company is in the information services business and that the Employee, as an executive officer of the Company, will be familiar in detail with the activities of the Company and will participate in formulating the activities; that he will continue to be familiar in detail with the activities and future plans of the Company as they continue to develop during his employment; and that his position will give him a thorough knowledge of the Company's customers, suppliers and servicing and marketing operations and will place him in close and continuous contact with the Company's customers and suppliers. Employee further acknowledges that if he were to compete with the Company by organizing, directing, advising, assisting or becoming an employee of any business entity, as defined below, competing with the Company, he could do great harm to the Company and would materially diminish or destroy the value to the Company of its customer and supplier relationships and servicing and marketing arrangements. Accordingly, during the Term of his employment by the Company and for a period of one (1) year immediately following the termination thereof (the Term of employment and the 4 subsequent one (1) year period being collectively referred to as the "Covenant Period") unless otherwise consented to by the Company in writing, Employee shall not, within any city, town or county in which the Company or any of its affiliates conducts or does any business, directly or indirectly, either for himself or as an officer, director, stockholder, partner, associate, employee, consultant, agent, independent contractor, or representative, become or be interested in or associated with any other business or business entity, as defined below (except a parent, subsidiary or affiliate of the Company), which is engaged directly or indirectly in any line of business which is competitive with any line of business in which the Company may be engaged at the time of termination of Employee's employment hereunder; provided, that the Employee shall be permitted to own less than a 5% interest as a stockholder (and in no other capacity) in a company which is listed on any stock exchange or recognized over the-counter market system even though it may be in competition with the Company. The restrictions of this Section 5 shall not apply in the event of a Change of Control or termination of this Agreement by the Company without cause. As used in this Agreement, the term "business entity" shall include, but not be limited to, any corporation, firm, partnership, association, trust, group, joint venture, or individual proprietorship. 5.2 Employee shall not, during the Covenant Period or thereafter, disclose to any business entity any confidential information regarding the customers, suppliers, marketing arrangements or methods of operation of the Company, or any other confidential information of the Company, except that nothing contained in this sentence shall be construed to prevent Employee from using or disclosing any general technical knowhow and information that (i) is in the public domain or of a nature known generally throughout the industry, (ii) is required by law, (iii) was known to Employee prior to its disclosure by the Company, (iv) is or becomes generally available to the public other than as a result of an authorized disclosure by Employee; (v) becomes available to Employee through a source other than the Company; or (iv) is independently developed by Emplyee. 5 5.3 Employee shall, during the Term of his employment, promptly reveal to the Company all matters coming to Employee's attention pertaining to the business or interests of the Company. 5.4 Unless otherwise consented to by the Company in writing, Employee shall not, for a period of one (1) year immediately following the termination of Employee's employment, hire or solicit for hiring, on his own behalf or on behalf of any business entity, any person known to Employee to be a key employee of the Company as of the date of termination. 5.5 Employee shall not, during his Term of employment or upon termination thereof, remove from the offices of the Company, any studies, samples, reports, plans, contracts, publications, customer lists or other similar items nor copies or facsimiles thereof, except as the same may relate to the performance of Employee's duties hereunder, or as otherwise authorized by the Company. 6. Restrictive Covenants Severable. The provisions of Section 5 of this Agreement contain a number of separate and divisible covenants, all of which are included respectively in said Section for the purpose of brevity only, and each of which shall be construed as a separate covenant and shall be separately enforceable, and if any court of competent jurisdiction shall determine that any part of said Section, or any part of any sentence or paragraph thereof, or any such separate covenant therein contained, is unduly restrictive or void, the remaining part or parts, or the other separate covenants, shall be considered valid and enforceable, notwithstanding the voidance of such part or separate covenant. 7. Remedies. Employee acknowledges that it will be impossible to measure in money the damage to the Company of a breach of any of the provisions of Section 5; that any such breach will cause irreparable injury to the Company and that the Company, in addition to any other rights and 6 remedies existing at law or equity or by statute, shall be entitled to seek an injunction or restraining order restraining Employee from doing or continuing to do any such acts and any other violations or threatened violations of Section 5, and Employee hereby consents to the issuance of any such injunction or restraining order without bond or security. 8. Notices. All notices required or permitted to be given by any party hereunder shall be in writing and delivered in person or mailed by registered or certified mail, return receipt requested, to the other parties addressed as follows: (a) If to the Employee to Martin E. Franklin, c/o Marlin Equities, LLC, 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, with a copy to Robert L. Lawrence, Esq., c/o Kane Kessler PC, 1350 Avenue of the Americas, New York, N.Y. 10019; (b) If to the Company to 625 Avenue of the Americas, New York, New York 10011; or to such other addresses as the parties may direct by notice given pursuant hereto. Any notice mailed as provided above shall be deemed completed on the date of receipt. 9. Entire Agreement. The provisions hereof constitute the entire agreement among the parties with respect to the subject matter hereof and supersede, replace and terminate all existing oral or written agreements concerning such subject matter. No modification, supplement or discharge hereof shall be effective unless in writing and executed by or on behalf of the parties hereto. 10. Waiver. No waiver by any party of any condition, term or provision of this Agreement shall be deemed to be a waiver of a preceding or succeeding breach of the same or any other condition, term or provision hereof. 11. Assignability. This Agreement, and its rights and obligations may not be assigned by Employee. 7 This Agreement shall be binding upon the Company and its successors and assigns. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 13. Arbitration. Any dispute or controversy arising among or between the parties hereto regarding any of the terms of this Agreement or the breach hereof, the determination of which is not otherwise provided for herein, on the written demand of any of the parties hereto shall be submitted to and determined by arbitration held in the City of New York in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision made by the arbitrators shall be conclusive in the absence of fraud, and judgment upon said award or decision may be entered in any court having jurisdiction thereof. 14. No Third Party Beneficiaries. Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties hereto and shall not be deemed for the benefit of any other person or entity. 15. Due Authorization. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action on the part of the Company. 16. Execution in Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. FIND/SVP, INC. By: ----------------------------- ----------------------------- Name: MARTIN E. FRANKLIN Title: 9 EX-99.3 5 file004.txt CONSULTING AGREEMENT November 21, 2001 Ian Ashken c/o Marlin Equities, LLC 555 Theodore Fremd Avenue Suite B-302 Rye, New York 10580 Dear Ian: You and the undersigned, Find/SVP, Inc. (the "Company") have had discussions regarding your engagement as a consultant to the Company. When agreed to and accepted by you in the space provided below, the following shall constitute our agreement regarding the foregoing: 1. Consulting Services. (a) The Company hereby engages you, and you hereby accept the engagement, to render consulting services to the Company on all aspects of its business, including, without limitation, finance, mergers and acquisitions, and management, and to help the Company develop a strategic plan for its business (collectively, the "Services"). (b) The Services shall be rendered by you on an "as needed" basis. (c) The Services shall commence as of the date hereof and shall continue for a period of three (3) years, unless sooner terminated by either party upon thirty (30) days prior written notice to the other party. (d) As compensation for the Services, the Company shall grant and deliver to you a ten year Non-Incentive Stock Option (the "Option") to purchase seventy thousand (70,000) shares of the Company's common stock, par value $.0001 per share at a price of $.41 per share, pursuant to the terms of the Company's 1996 Stock Option Plan (which would be amended to increase the number of shares covered by such Plan to facilitate the issuance of the Options to be granted hereunder) or a new stock option plan to be adopted by the Company. The Option shall vest ratably at the end of each of the first three years of its term, and such vesting shall accelerate and vest immediately in the event of a Change in Control of the Company or upon termination of this Agreement without "cause", or upon your death or permanent disability. For the purpose of this Agreement, a "Change of Control" shall mean: (i) The acquisition by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this purpose, you, any group (as defined above) of which Employee is a member, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board. 2. Confidentiality; Non-Compete; Non-Solicitation. (a) You acknowledge that the Company is in the information services business and that as a consultant you will be familiar in detail with the activities of the Company and will participate in formulating the activities; that you will continue to be familiar in detail with the activities and future plans of the Company as they continue to develop during your consulting term; and that your position will give you a thorough knowledge of the Company's customers, suppliers and servicing and marketing operations and will place you in close and continuous contact with the Company's customers and suppliers. You further acknowledge that if you were to compete with the Company by organizing, directing, advising, assisting or becoming an employee of or consultant to any business entity, as defined below, competing with the Company, you could do great harm to the Company and would materially diminish or destroy the value to the Company of its customer and supplier relationships and servicing and marketing arrangements. Accordingly, during the term of this agreement and for a period of one (1) year immediately following the termination thereof (the term of this agreement and the subsequent one (1) year period being collectively referred to as the "Covenant Period") unless otherwise consented to by the Company in writing, you shall not, within any city, town or county in which the Company or any of its affiliates conducts or does any business, directly or indirectly, either for yourself or as an officer, director, stockholder, partner, associate, employee, consultant, agent, independent contractor, or representative, become or be interested in or associated with any other business or business entity, as defined below (except a parent, subsidiary or affiliate of the Company), which is engaged directly or indirectly in any line of business which is competitive with any line of business in which the Company may be engaged at the time of termination of your consulting services hereunder; provided, that the you shall be permitted to own less than a 5% interest as a stockholder (and in no other capacity) in a company which is listed on any stock exchange or recognized over-the-counter market system even though it may be in competition with the Company. The 2 restrictions of this Section 2 shall not apply in the event of a Change of Control or termination of this Agreement by the Company without cause. As used in this Agreement, the term "business entity" shall include, but not be limited to, any corporation, firm, partnership, association, trust, group, joint venture, or individual proprietorship. (b) You shall not, during the Covenant Period or thereafter, disclose to any business entity any confidential information regarding the customers, suppliers, marketing arrangements or methods of operation of the Company, or any other confidential information of the Company, except that nothing contained in this sentence shall be construed to prevent you from using or disclosing any general technical knowhow and information that is (i) in the public domain or of a nature known generally throughout the industry, (ii) required by law, (iii) was known to you prior to its disclosure by the Company, (iv) is or becomes generally available to the public other than as a result of an unauthorized disclosure by you; (v) becomes available to you through a source other than the Company, or (vi) is independently developed by you. (c) You shall, during the term of this agreement, promptly reveal to the Company all matters coming to your attention pertaining to the business or interests of the Company. (d) Unless otherwise consented to by the Company in writing, you shall not, for a period of one (1) year immediately following the termination of your consulting services, hire or solicit for hiring, on your own behalf or on behalf of any business entity, any person known to you to be a key employee of the Company as of the date of termination. (e) You shall not, during the term of this agreement or upon termination thereof, remove from the offices of the Company, any studies, samples, reports, plans, contracts, publications, customer lists or other similar items nor copies or facsimiles thereof, except as the same may relate to the performance of your duties hereunder, or as otherwise authorized by the Company. (f) The provisions of Section 2 of this agreement contain a number of separate and divisible covenants, all of which are included respectively in said Section for the purpose of brevity only, and each of which shall be construed as a separate covenant and shall be separately enforceable, and if any court of competent jurisdiction shall determine that any part of said Section, or any part of any sentence or paragraph thereof, or any such separate covenant therein contained, is unduly restrictive or void, the remaining part or parts, or the other separate covenants, shall be considered valid and enforceable, notwithstanding the voidance of such part or separate covenant. (g) You acknowledge that it will be impossible to measure in money the damage to the Company of a breach of any of the provisions of Section 2; that any such breach will cause irreparable injury to the Company and that the Company, in addition to any other rights and remedies existing at law or equity or by statute, shall be entitled to an seek injunction or restraining order restraining you from doing or continuing to do any such acts and any other violations or 3 threatened violations of Section 2, and you hereby consent to the issuance of any such injunction or restraining order without bond or security. 3. Expenses. The Company shall reimburse you for all reasonable expenses incurred by you in connection with the business of the Company; provided that you shall submit proper supporting documentation for such expenses. 4. Notices. All notices required or permitted to be given by any party hereunder shall be in writing and delivered in person or mailed by registered or certified mail, return receipt requested, to the other parties addressed as follows: (a) If to you to Ian Ashken c/o Marlin Equities, LLC, 555 Theodore Fremd Avenue Suite B-302, Rye, New York 10580 with a copy to Robert L. Laurence, Esq., c/o Kane Kessler PC, 1350 Avenue of the Americas, New York, New York 10019. (b) If to the Company to 625 Avenue of the Americas, New York, New York 10011; or to such other addresses as the parties may direct by notice given pursuant hereto. Any notice mailed as provided above shall be deemed completed on the date of receipt. 5. Entire Agreement. The provisions hereof constitute the entire agreement between the parties with respect to the subject matter hereof and supersede, replace and terminate all existing oral or written agreements concerning such subject matter. No modification, supplement or discharge hereof shall be effective unless in writing and executed by or on behalf of the parties hereto. 6. Waiver. No waiver by any party of any condition, term or provision of this agreement shall be deemed to be a waiver of a preceding or succeeding breach of the same or any other condition, term or provision hereof. 4 7. Assignability. This agreement, and its rights and obligations may not be assigned by you. This agreement shall be binding upon the Company and its successors and assigns; provided, however, that you may assign this Agreement to an entity in which you own a majority of the equity interests. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 9. Arbitration. Any dispute or controversy arising among or between the parties hereto regarding any of the terms of this agreement or the breach hereof, the determination of which is not otherwise provided for herein, on the written demand of any of the parties hereto shall be submitted to and determined by arbitration held in the City of New York in accordance with the rules then obtaining of the American Arbitration Association. Any award or decision made by the arbitrators shall be conclusive in the absence of fraud, and judgment upon said award or decision may be entered in any court having jurisdiction thereof. 10. No Third Party Beneficiaries. Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties hereto and shall not be deemed for the benefit of any other person or entity. 11. Due Authorization. The execution delivery and performance of this Agreement by the Company has been duly authorized by all require corporate sections on the part of the Company. 5 12. Execution in Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatures. Very truly yours, AGREED TO AND ACCEPTED: FIND/SVP, INC. By: - --------------------------------- --------------------------------- IAN ASHKEN 6 EX-99.4 6 file005.txt LETTER AGREEMENT November 5, 2001 Find/SVP, Inc. 625 Avenue of the Americas New York, NY 10011 SVP S.A. 70 rue des Rosiers Saint-Ouen, Cedex France F-93585 SVP International 70 rue des Rosiers Saint-Ouen, Cedex France F-93585 Gentlemen: When agreed to and accepted by you in the space provided below, the following shall constitute our agreement, pursuant to which, among other things, (1) the undersigned, Martin Franklin ("Franklin"), Ian Ashken ("Ashken"), or an entity controlled by Franklin and Ashken (the "Controlled Entity"), and David Walke ("Walke"), or an entity controlled by Walke ("the "Walke Controlled Entity") (Franklin, Ashken or the Controlled Entity, and Walke or the Walke Controlled Entity being hereinafter sometimes referred to as the "Purchasers"), shall (a) purchase from SVP, S.A. (i) 2,198,600 shares (or such lessor number of shares as may be owned by SVP, S.A., but in no event less than 2,038,100 shares) (the "SVP, S.A. Shares") of Find/SVP, Inc. (the "Company") common stock, par value $.0001 per share ("Common Stock"), and (ii) warrants to purchase 422,222 shares of the Company Common Stock at an exercise price of $2.25 per share (the "Warrants"), (b) purchase from SVP International 614,163 shares (or such greater number of shares as may be owned by SVP International, but in no event more than 614,763 shares) (the "SVPI Shares") of Company Common Stock, and (c) purchase, or arrange for accredited investors ("Investors") to purchase, from the Company 1,875,000 shares (the "Company Shares") of Company Common Stock, and (2) in consideration of the transaction set forth in (1)(c) above, the Company shall (a) reprice the Warrants to reflect an exercise price of $.80 per share, and (b) enter into (i) a three-year employment agreement with Walke as CEO of the Company, pursuant to which Walke will receive a salary and stock options to purchase Company Common Stock, (ii) a three-year agreement with Franklin to serve as Chairman of the Board of Directors of the Company, pursuant to which Franklin will receive, as compensation for his services, stock options to purchase Company Common Stock, and (iii) a three-year financial consulting agreement with Ashken, pursuant to which Ashken will receive, as full compensation for his services, stock options to purchase Company Common Stock. SVP, S.A. and SVP International represent and warrant that the SVP, S.A. Shares, the Warrants and the SVPI Shares constitute all of the shares of Common Stock and securities convertible into Common Stock that are owned by them or their affiliates (other than approximately 10,000 shares of Common Stock owned by Brigitte de Gastines). 1. Purchase of the SVP, S.A. Shares and the Warrants. At the Closing (as defined in Section 4 hereof), the Purchasers agree to purchase from SVP, S.A., and SVP, S.A. agrees to sell to the Purchasers, (a) the SVP, S.A. Shares, at a purchase price of $.70 per share, and (b) the Warrants, at a price of $.62763 per Warrant. The SVP, S.A. Shares and the Warrants shall be allocated to the Purchasers as set forth in a definitive Stock and Warrant Purchase Agreement to be negotiated in good faith and entered into by the parties. The representations and warranties of SVP, S.A. in the Stock and Warrant Purchase Agreement shall be limited to the valid organization of SVP, S.A., the authorization and enforceability of the agreement, the absence of conflict with or violation of laws, regulations, etc., the absence of any requirement of consents of governmental authorities or others (other than Chase Bank, which consent shall have been obtained at or prior to Closing), the absence of litigation or claims with respect to the SVP, S.A. Shares or Warrants, and free and clear title to the SVP, S.A. Shares and Warrants. The representations, warranties and covenants of the Purchasers shall include those necessary to establish an exemption for the purchase of the SVP, S.A. Shares and the Warrants under applicable Securities and Exchange Commission ("SEC") rules and regulations and to assure compliance with such rules and regulations. To the extent there are registration rights with respect to the Warrants, the Stock and Warrant Purchase Agreement shall assign such rights to the Purchasers, and the Company shall consent to such assignment. In connection with the execution and delivery of the Stock and Warrant Purchase Agreement, SVP, S.A. shall deliver a general release to the Company of all claims it may have against the Company, except for outstanding indebtedness of the Company to SVP, S.A. reflected on the financial statements of the Company. 2. Purchase of the SVPI Shares. At the Closing, the Purchasers agree to purchase from SVP International, and SVP International agrees to sell to the Purchasers, the SVPI Shares at a purchase price of $.70 per share. The SVPI Shares shall be allocated to the Purchasers as set forth in a definitive stock purchase agreement (the "SVPI Stock Purchase Agreement") to be negotiated in good faith and entered into by the parties. The representations and warranties of SVP International in the SVPI Stock Purchase Agreement shall be limited to the valid organization of SVP International, the authorization and enforceability of the agreement, the absence of conflict with or violation of laws, regulations, etc., the absence of any requirement of consents of governmental authorities or others (other than Chase Bank, which consent shall have been obtained at or prior to Closing), the absence of litigation or claims with respect to the SVPI Shares, and title to the SVPI Shares. The representations, warranties and covenants of the Purchasers shall include those necessary to establish an exemption for the purchase of the SVPI Shares under applicable SEC rules and regulations and to assume compliance with such rules and regulations. In connection with the execution and delivery of the SVPI Stock Purchase Agreement, SVPI shall deliver a general release to the Company of all claims it may have against the Company. 3. Purchase of Company Shares. At the Closing, the Purchasers agree to purchase, or arrange for Investors to purchase, from the Company, the Company Shares at a purchase price of $.80 per share. The Company Shares shall be allocated to the Purchasers and/or the Investors as set forth in a 2 definitive Stock Purchase Agreement to be negotiated in good faith by the undersigned and entered into by the parties. The representations and warranties of the Company in the Stock Purchase Agreement shall be made solely by the Company and shall be limited to the valid organization of the Company and its qualifications and good standing as a foreign corporation in jurisdictions other than the state of incorporation, the absence or presence of subsidiaries and investments, the authorization and enforceability of the agreement, the absence of conflict with or violation of laws, regulations, etc., the absence of any requirement of consents of governmental authorities or others (other than Chase Bank, which consent shall have been obtained at or prior to Closing), the Company's capitalization, the truthfulness of statements contained in the Company's SEC filings and the inclusion therein of all material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except to the extent corrected by a subsequently filed document), the proper form of financial statements included in the Company's SEC filings, their compliance with GAAP (except as may be indicated in notes thereto), and their fair presentation of the financial results of the Company, the absence of certain changes in the condition, etc. of the Company, the lack of litigation or claims against the Company, the Company's intellectual property, the payment of taxes, the absence of defaults under Company contracts and commitments, and absence of material misstatements or omissions in the Company's representations and warranties. The representations, warranties and covenants of the Purchasers and/or the Investors shall include those necessary to establish an exemption for the purchase of the Company Shares under the applicable SEC rules and regulations and to assure compliance with such rules and regulations. 4. Closing. The closing ("Closing") with respect to the transactions set forth in this Agreement (the "Transactions") shall take place at the offices of Breslow & Walker, LLP, 767 Third Avenue, New York, NY 10017 on or before November 14, 2001, but in no event later than November 30, 2001. At the Closing: (a) (i) SVP, S.A. and the Purchasers shall execute and deliver the Stock and Warrant Purchase Agreement. (ii) SVP, S.A. shall deliver to the Purchasers the SVP, S.A. Shares, together with stock powers duly executed in blank, and the Warrants, with proper forms of assignment. (iii) SVP, S.A. shall deliver a general release to the Company of all claims it may have against the Company, except for outstanding indebtedness of the Company to SVP, S.A. reflected in the financial statements of the Company. (iv) The Purchasers shall deliver to SVP, S.A. payment for the SVP, S.A. Shares and the Warrants by certified or bank check or wire transfer of immediately available funds. (b) (i) SVP International and the Purchasers shall execute and deliver the SVPI Stock Purchase Agreement. 3 (ii) SVP International shall deliver to the Purchasers the SVPI Shares, together with stock powers duly executed in blank. (iii) SVP International shall deliver a general release to the Company of all claims it may have against the Company. (iv) The Purchasers shall deliver to SVP International payment for the SVPI Shares by certified or bank check or wire transfer of immediately available funds. (c) (i) The Company and the Purchasers and/or the Investors shall execute and deliver the Stock Purchase Agreement. (ii) The Company shall deliver to the Purchasers and/or the Investors the Company Shares. (iii) The Purchasers and/or the Investors shall deliver to the Company payment for the Company Shares. (d) Each of the transactions described in Sections 4(a), 4(b), 4(c), 5, 6, 7 and 8 shall be deemed to have occurred simultaneously, and none shall be deemed to have occurred unless all such transactions shall have occurred. 5. Repricing of Warrants. Upon the Closing of the Transactions, in consideration of the purchase of the Company Shares, the Company shall reprice the exercise price of the Warrants at $.80 per share. 6. Employment/Consulting Agreements. Upon the Closing of the Transactions, in consideration of the purchase of the Company Shares, the Company shall: (a) Enter into a three-year employment agreement with Walke as CEO of the Company, pursuant to which Walke will receive a salary of $100,000 per annum (as the same may be adjusted upward by the Board of Directors) and the Company will grant to Walke ten year non-incentive stock options to purchase 700,000 shares of Company Common Stock (as the same may be reduced by 50% of any options allocated to Bernard Jacob in the event he participates in any of the Transactions and is employed by the Company as an employee or consultant) at a price of $.41 per share (the average trading price of the Common Stock for the 10-day period prior to the date hereof), which options shall vest ratably at the end of each of the first three years of their term and the vesting of which shall accelerate in the event of a "change in control" of the Company. (b) Enter into a three-year agreement with Franklin as Chairman of the Board of Directors of the Company, pursuant to which the Company will (i) grant to Franklin, as compensation for his services, ten-year non-incentive stock options to purchase 700,000 shares of Company Common Stock (as the same may be reduced by 50% of any options allocated to Bernard Jacob in the event he participates in any of the Transactions and is employed by the 4 Company as an employee or consultant), at a price of $.41 per share (the average trading price of the Common Stock for the 10-day period prior to the date hereof), which options shall vest ratably at the end of each of the first three years of their term and the vesting of which shall accelerate in the event of a "change in control" of the Company, and (ii) pay to Franklin a non-accountable expense allowance of $20,000 per year. (c) Enter into a three-year financial consulting agreement with Ashken, pursuant to which the Company will grant to Ashken, as full compensation for his services (except as may otherwise be decided by the Board of Directors of the Company), ten-year non-incentive stock options to purchase 100,000 shares of the Company's Common Stock at a price of $.41 per share (the average trading price of the Common Stock for the 10-day period prior to the date hereof), which options shall vest ratably at the end of each of the first three years of their term and the vesting of which shall accelerate in the event of a "change in control" of the Company. (d) The Company covenants and agrees that it will take such steps as may be necessary to amend the Company's 1996 Stock Option Plan or adopt a new stock option plan so as to enable the Company to grant the aforesaid stock options. 7. Change in Composition of the Board of Directors. Upon the Closing of the Transactions, the Company shall (a) obtain the resignation of Brigitte de Gastines, Jean-Louis Bodmer, Eric Cachert and Frederick H. Fruitman as directors of the Company, (b) satisfy, if applicable, the requirements of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14(f)-1 promulgated thereunder (collectively "Rule 14(f)-1"), and (c) immediately after satisfying the requirements of Rule 14(f)-1, if applicable, or, if not applicable, upon the Closing cause the appointment of Franklin and Walke as directors of the Company. It is the stated desire of Franklin and Walke that, together with the remaining directors of the Company - to wit: Andrew P. Garvin and Howard S. Breslow, they jointly identify and bring on to the Board, immediately after the Company satisfies the requirements of Rule 14(f)-1, if applicable, or, if not applicable, on the date of Closing, a minimum of two additional independent directors acceptable to all of the Board members. 8. Amendment of License Agreement with SVP International. Upon the Closing of the Transactions, the license agreement, dated as of October 11, 1971, as amended on March 23, 1981, by and between SVP International (formerly known as SVP Conseil Compagnie International de Documentation, Information at Service) a Swiss company, and the Company (formerly known as Information Clearing House, Inc.) shall be amended, as set forth in Exhibit A attached hereto and made a part hereof. 9. Exclusivity Commencing with the date hereof until the earlier of the Closing or termination of this Agreement pursuant to Section 10 hereof (the "Exclusivity Period"), the Company, SVP, S.A., SVP International and their affiliates shall not discuss or consummate with any party other than Purchasers (collectively, "Other Parties") any proposal for the sale of capital stock of the Company or any material assets of the Company or the merger or consolidation with or into another entity or any similar type of transaction, including any debt, equity or equity related 5 financing or any transaction outside the ordinary course of business of the Company or agree to do any of the foregoing, (any of the foregoing being hereinafter referred to as an "Alternative Transaction"), and shall not provide or make information about the Company available to any Other Party other than in the ordinary course of business or pursuant to the requirements of applicable law. If any unsolicited inquiry, contact or proposal for an Alternative Transaction is received during such period, the Company shall immediately inform Purchasers of the nature of the inquiry, contact or proposal for an Alternative Transaction, the identity of the Other Party making such proposal and shall promptly provide to Purchasers, upon their request or upon any significant development with respect to the inquiry, contact or proposal for an Alternative Transaction, such information as Purchasers shall reasonably request or a description of such development. During the exclusivity period the Company shall not declare any dividend or other distribution on its Common Stock, shall not increase the salaries of its employees or pay bonuses (other than in the normal course consistent with past practices), shall not pay any amounts or issue any stock or option to its management or directors (other than pursuant to existing agreements) or agree to do any of the foregoing. 10. Termination of Agreement. (a) This Agreement may be terminated by written notice promptly given to the other parties hereto, at any time prior to the Closing: (i) by mutual written consent of the parties hereto; (ii) by any of the parties if any permanent injunction or other order of a court of competent authority or governmental body which prevents the consummation of the Transactions shall have become final and not appealable; (iii) by the Purchasers in the event (i) the Company sustains a material loss, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court of government action, order or decree, (ii) trading in securities on the New York Stock Exchange or the American Stock Exchange is suspended or limited, (iii) material governmental restrictions are imposed on trading in securities generally (not in force and effect on the date hereof), (iv) a banking moratorium is declared by federal or New York state authorities, (v) an outbreak of major international hostilities or other national or international calamity occurs which has a adverse effect on the United States, (vi) a pending or threatened legal or governmental proceeding or action relating generally to the Company's business, or a notification is received by the Company of the threat of any such proceeding or action, which could materially adversely affect the Company; (vii) of the passage by the Congress of the United States or by any state legislative body of similar impact, of any act or measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably likely to have a material impact on the business, financial condition or financial statements of the Company, or (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations occurs after the date of this Agreement; or (iv) by the Company or the Purchasers if the Transactions have not closed by November 30, 2001. 6 (b) Upon any termination of this Agreement pursuant to Section 10(a), this Agreement shall be void and have no effect, without any liability on the part of any party hereto or any shareholders, directors or officers thereof; provided, however, that such termination shall not relieve any party from liability to the other party for damage sustained by the other party for a breach of any of the first party's representations, warranties, covenants or agreements set forth in this Agreement prior to the date of termination. 11. Expenses. Each party shall bear its own expenses in connection with the Transactions and the ancillary matters set forth herein. 12. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be sent by certified mail, postage prepaid, return receipt requested; by an overnight express courier service that provides written confirmation of delivery, or by facsimile with confirmation, address as follows: (i) If to Purchasers: Martin E. Franklin c/o Marlin Holdings Inc. 555 Theodore Fremd Ave., Suite B-302 Rye, NY 10580 David Walke c/o Marlin Holdings Inc. 555 Theodore Fremd Ave., Suite B-302 Rye, NY 10580 With a copy given to: Mitch Hollander c/o Kane Kessler, P.C. 1350 Avenue of the Americas New York, NY 10019-4896 (ii) If to the Company: Find/SVP, Inc. 625 Avenue of the Americas New York, NY 10011 With a copy given to: 7 Howard S. Breslow, Esq. Breslow & Walker, LLP 767 Third Avenue New York, NY 10017 Facsimile: 212-888-4955 and 100 Jericho Quadrangle Jericho, NY 11753 Facsimile: 516-822-6544 (iii) If to SVP, S.A. or SVP International: 70 rue des Rosiers Saint-Ouen, Cedex France F-93585 With a copy given to: Pierre-Marie Fontaneau 28 Rue du Franqueville 75116 Paris, FRANCE Any party may change its address for receiving notice by giving notice of a new address in the manner provided herein. Any notice so given, shall be deemed to be delivered on the second business day after the same is deposited in the United States Mail, on the next business day if sent by overnight courier, or on the same business day if sent by facsimile before the close of business, or the next business day, if sent by facsimile after the close of business. (b) Headings. The descriptive section headings set forth herein are inserted for convenience of reference only, do not constitute a part of this Agreement and shall not control or affect the meaning or construction of any provision of this Agreement. (c) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties pertaining to this subject matter and supersedes all prior agreements and understandings, whether oral or written, of the parties relating to the same. This Agreement may be amended only in writing signed by all of the parties. (d) Severability. If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby. (e) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart signature page delivered by facsimile transmission shall be deemed to be and have the same force and effect as an originally executed signature page. This Agreement shall become binding when one or more counterparts hereof, 8 individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without reference to choice of law principles thereof. (g) Arbitration. The sole and exclusive remedy for any controversy or claim between Purchasers and the Company, SVP, S.A. and/or SVP International arising out of or relating to this Agreement shall be submitted to binding arbitration conducted before and in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association ("AAA"), by three arbitrators, one selected by Purchasers, one selected by the other party and the third selected by the mutual agreement of the first two arbitrators. The arbitration shall be held in New York, New York, the parties hereto agree and submit themselves to the exclusive jurisdiction of New York, New York, and judgment upon any award rendered may be entered in any court having jurisdiction thereof. The parties agree that (a) the arbitrators shall have no power or authority to grant punitive or exemplary damages as part of its award; (b) the cost of the arbitrators and the arbitration shall be borne by the parties equally, unless otherwise determined by the arbitrators; and (c) the arbitrators shall have the authority to award, to the prevailing party, reasonable attorneys' fees and costs of such party's witnesses and experts in connection with such arbitration. Pre-hearing discovery, and pre-hearing and post-hearing written briefs shall be permitted at the discretion of the arbitrators. The substantive law provided in such arbitration shall be a provided in Section (f) above. The arbitral decision shall be final, binding and conclusive on the parties. A judgment confirming the award may be given by any court having jurisdiction over the parties, or that court may vacate, modify or correct the award in accordance with the prevailing provisions of the applicable law governing arbitrations. (h) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto. (i) Confidentiality. In the event the Company desires to issue a press release promptly after the execution of this agreement, the parties agree to review and approve the content of such a press release as promptly as possible. No other public statements or public disclosure shall be made by the Company, Purchasers, SVP, S.A. and SVP International prior to the issuance of the approved press release. Other than the content of the approved press release, the parties hereto intend that the terms of this agreement are confidential and that neither party shall, without the prior consent of the other parties hereto disclose or issue any press release or announcement nor permit its respective employees or agents to disclose or issue any press release or announcement of the terms of this agreement or the transactions contemplated herein, 9 except that any party may make such disclosures as are reasonable to prospective lenders, investors, consultants, attorneys and accountants, who shall be placed under the same confidentiality obligation as the parties have agreed upon this Section 12(i). Notwithstanding this paragraph (i), the parties may disclose such information as may be required to be disclosed by the securities laws, a court of competent jurisdiction or any governmental agency having authority to compel such disclosure or as otherwise required by law. Very truly yours, ---------------------------------- Martin E. Franklin ---------------------------------- David Walke ---------------------------------- Ian Ashken AGREED TO AND ACCEPTED: FIND/SVP, Inc. By: ---------------------------------- Name: Title: SVP, S.A. By: ---------------------------------- Name: Title: SVP INTERNATIONAL By: ---------------------------------- Name: Title: 10 -----END PRIVACY-ENHANCED MESSAGE-----