EXHIBIT 10.14

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 FIND/SVP, INC.

                            UNDER SECTION 805 OF THE

                            BUSINESS CORPORATION LAW

      The undersigned, being the President and Secretary, respectively, of
FIND/SVP, Inc. (the "Company"), pursuant to Section 805 of the New York Business
Corporation Law, do hereby certify as follows:

      FIRST: The name of the Company is FIND/SVP, INC., and the name under which
it was formed is Information Clearing House, Inc.

      SECOND: The Certificate of Incorporation of the Company was originally
filed by the department of state on November 10, 1969.

      THIRD: The Certificate of Incorporation of the Company, as now in full
force and effect, is hereby amended, as authorized by Section 801 of the New
York Business Corporation Law, to designate a series of Preferred Stock of the
Company to be known as "Series A Preferred Stock," out of the authorized but
unissued shares of the Company's Preferred Stock, par value $.0001 per share, to
consist of 500,000 shares, which shall have the preferences, voting powers,
qualifications and special or relative rights and privileges as set forth in a
new Article Ninth of the Certificate of Incorporation:

      NINTH:

1. DIVIDEND PROVISIONS.

      (a) The holders of shares of Series A Preferred Stock shall be entitled to
receive dividends, out of any assets legally available therefor, prior and in
preference to any declaration or payment of any dividend on the Common Stock of
the Company, at the rate of 8% of the Original Series A Issue Price (as defined
below in subsection 2(a)) per share per annum (the "Series A Dividend Rate"),
payable when, as and if declared by the Board of Directors. Such dividends shall
accrue on a daily basis, whether or not earned or declared, and shall compound
annually. Such dividends shall be cumulative so

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that if at any time the entire amount of such dividends shall not have been paid
the deficiency shall first be fully paid before any dividend or other
distribution shall be paid on or declared and set apart for the Common Stock.
Accrued but unpaid dividends shall be paid with respect to a share of Series A
Preferred Stock upon a liquidation as set forth in Section 2, a conversion of
such share to Common Stock or upon the redemption, exchange or reclassification
of the shares of Series A Preferred Stock.

      (b) No cash dividend or other distribution shall be paid, or declared and
set apart for payment, on any share of Common Stock unless, subject to Section
1(d) below, a pro rata cash dividend or other distribution (separate from and in
addition to the dividend set forth in Section 1(a)) is paid with respect to all
outstanding shares of Series A Preferred Stock based on the number of shares of
Common Stock into which such shares of Series A Preferred Stock are convertible
pursuant to Section 4 hereof as of the record date for determination of the
holders of capital stock of the Company entitled to such dividend or
distribution.

      (c) If at any time the Company pays a dividend or distribution on the
Series A Preferred Stock in an amount less than the total amount of dividends
then accrued and payable with respect to all shares of Series A Preferred Stock,
such payment will be distributed ratably among the holders of such shares of
Series A Preferred Stock pro rata in proportion to the aggregate accrued but
unpaid dividends on the shares of Series A Preferred Stock held by each such
holder.

      (d) All accrued and unpaid dividends payable on the Series A Preferred
Stock pursuant to Section 1(a) shall be paid, except in the event of (i) a
liquidation, dissolution or winding up of the Company pursuant to Section 2(a)
hereof, (ii) a deemed liquidation, dissolution or winding up of the Company
pursuant to Section 2(b)(i) hereof, or (iii) a redemption of the Series A
Preferred Stock pursuant to Section 3 hereof, by issuance of additional shares
of Series A Preferred Stock (a "PIK Dividend"). The number of shares of Series A
Preferred Stock to be issued in connection with a PIK Dividend shall equal the
aggregate dollar amount of the applicable accrued and unpaid dividends then owed
to such holder of Series A Preferred Stock, divided by the Original Series A
Issue Price (as defined below). All shares of Series A Preferred Stock issued
pursuant to a PIK Dividend will thereupon be duly authorized, validly issued,
fully paid and non-assessable. Each such PIK Dividend shall be made pro rata
with respect to the outstanding shares of Series A Preferred Stock with respect
to which PIK Dividends are being paid in accordance with the respective
dividends then due and payable thereon. Dividends with respect to such
additional shares of Series A Preferred Stock issued as a PIK Dividend shall
accrue at the rates and be due and payable on the terms set forth in this
Section 1.

2. LIQUIDATION PREFERENCE.

      (a) In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, the holders of Series A Preferred
Stock shall be entitled to receive, prior and in preference to any distribution
of any of the assets of the Company to the holders of Common Stock by reason of
their ownership thereof, an amount per


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<PAGE>

share (or with respect to a transaction described in Section 2(b)(i) or (ii),
receive in such transaction securities or other property having a value per
share) equal to the sum of (i) $1.50 per share of Series A Preferred Stock (the
"Original Series A Issue Price") and (ii) an amount equal to the accrued but
unpaid dividends on such share. If upon the occurrence of such event, the assets
and funds thus distributed among the holders of the Series A Preferred Stock
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the Company
legally available for distribution shall be distributed ratably among the
holders of the Series A Preferred Stock in proportion to the amount of such
stock owned by each such holder.

      (b)

            (i) For purposes of this Section 2, a liquidation, dissolution or
winding up of the Company shall be deemed to be occasioned by, or to include,
(A) the acquisition of the Company by another entity by means of any transaction
or series of related transactions (including, without limitation, any
reorganization, merger, share exchange or consolidation but, excluding any
merger effected exclusively for the purpose of changing the domicile of the
Company); or (B) a sale of all or substantially all of the assets of the
Company; provided, however, that an acquisition or sale under subsection (A) or
(B) hereof will not constitute a liquidation, dissolution or winding up of the
Company for purposes of this Section 2 if, following such acquisition or sale,
(x) the Company's shareholders of record as constituted immediately prior to
such acquisition or sale will, immediately after such acquisition or sale (by
virtue of securities issued as consideration for the Company's acquisition or
sale or otherwise), hold at least 51% of the voting power of the surviving or
acquiring entity, and (y) the holders of Series A Preferred Stock as constituted
immediately prior to such acquisition or sale will, immediately after such
acquisition or sale, hold securities of the acquiring or surviving entity having
the same rights, privileges and preferences as those of the Series A Preferred
Stock.

            (ii) In any of such events, if the consideration received by the
Company or to be received by its shareholders is other than cash, the Company
shall promptly engage independent competent appraisers to determine the value of
the assets to be distributed to the holders of shares of Series A Preferred
Stock. The Company shall, upon receipt of such appraiser's valuation, give
prompt written notice of the appraiser's valuation to each holder of shares of
Series A Preferred Stock. Notwithstanding the foregoing, any securities shall be
valued as follows:

                  (A) Securities not subject to investment letter or other
similar restrictions on free marketability covered by (B) below:

                        (1) If traded on a securities exchange or through NASDAQ
Stock Market, the value shall be deemed to be the average of the closing prices
of the securities on such exchange over the ten (10) trading day period ending
two (2) trading days prior to the closing;


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                        (2) If traded over-the-counter, the value shall be
deemed to be the average of the closing bid or sale prices (whichever is
applicable) over the fifteen (15) trading day period ending two (2) trading days
prior to the closing; and

                        (3) If there is no active public market, the value shall
be the fair market value thereof, as mutually determined by the Company and the
holders of at least a majority of all then outstanding shares of Series A
Preferred Stock (the "Requisite Majority"); provided, however, in the event the
Company and the Requisite Majority cannot agree on a value, the value shall be
determined by an independent competent appraiser mutually agreed to by the
Company and the Requisite Majority. In the event the Company and the Requisite
Majority cannot mutually agree upon an independent appraiser within fifteen (15)
days of the closing, the Company and the Requisite Majority will each select an
independent competent appraiser of national reputation to determine the fair
market value of the securities. The respective appraisals will be provided to
the Company and the Requisite Majority promptly upon completion. If the fair
market value appraisals of the securities are within 10% of one another, the
fair market value shall be the average of the two appraisals. In the event the
appraisal valuations differ by more than ten percent (10%), the two appraisers
chosen by the Company and Requisite Majority, respectively, shall choose a third
independent competent appraiser of national reputation and the third appraiser
shall conduct an appraisal to determine the fair market value of the securities
(the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly
delivered to the Company and the holders of Series A Preferred Stock. The Third
Appraisal valuation shall be averaged with the prior appraisal that is closer in
value to the Third Appraisal. The average of these two appraisals shall be the
fair market value of the securities and shall be binding on the Company and the
holders of the Series A Preferred Stock. All appraisals required herein shall be
paid for by the Company.

                  (B) The method of valuation of securities subject to
investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in (A) (1), (2) or (3) to reflect the approximate fair
market value thereof, as mutually determined by the Company and the Requisite
Majority; provided, however, in the event the Company and the Requisite Majority
cannot agree on a value, the value shall be as determined in accordance with
Section 3(c).

            (iii) In the event the requirements of this subsection 2(b) are not
complied with, the Company shall forthwith either:

                  (A) cause such closing to be postponed until such time as the
requirements of this Section 2 have been complied with; or

                  (B) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Series A Preferred Stock shall
revert to


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and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in subsection 2(b)(iv) hereof.

            (iv) The Company shall give each holder of record of Series A
Preferred Stock written notice of such impending transaction not later than
twenty (20) days prior to the shareholders' meeting called to approve such
transaction, or thirty (30) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 2, and the Company shall thereafter give such holders prompt notice
of any material changes. The transaction shall in no event take place sooner
than twenty (20) days after the Company has given the first notice provided for
herein or sooner than fifteen (15) days after the Company has given notice of
any material changes provided for herein; provided, however, that such periods
may be shortened upon the written consent of the Requisite Majority.

      (c) In case outstanding shares of Series A Preferred Stock shall be
subdivided into a greater number of shares of Series A Preferred Stock, the
Original Series A Issue Price in effect immediately prior to such a subdivision
shall, simultaneously with the effectiveness of such subdivision, be
proportionately reduced (as appropriate), and, conversely, in case outstanding
shares of Series A Preferred Stock shall be combined into a smaller number of
shares of Series A Preferred Stock, the Original Series A Issue Price in effect
immediately prior to each such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased (as
appropriate).

3. REDEMPTION.

      (a) The Series A Preferred Stock may be required to be redeemed by the
Company at the option of the holders of at least a majority of all then
outstanding shares of Series A Preferred Stock on or after the sixth (6th)
anniversary of the first date upon which any shares of Series A Preferred Stock
are first issued (the "Purchase Date" with respect to such series) (an "Optional
Redemption").

      (b) Upon each receipt of a written notice of an Optional Redemption (the
"Redemption Notice") specifying a date not less than sixty (60) nor more than
ninety (90) days from the date of such notice on which the Series A Preferred
Stock shall be redeemed (the "Optional Redemption Date"), the Company shall
promptly notify the remaining holders of the Series A Preferred Stock of such
Optional Redemption. The remaining holders of Series A Preferred Stock will have
the right to participate in such redemption if they so elect by giving the
Company written notice to such effect within fifteen (15) days of having
received such notice. The Company shall redeem on the Optional Redemption Date
each share of Series A Preferred Stock being redeemed by paying in cash
therefor, an amount equal to the Original Series A Issue Price plus all accrued
but unpaid dividends on such share (the "Redemption Price"). In such event, the
shares of Series A Preferred Stock not redeemed on the Optional Redemption Date
shall remain outstanding and entitled to all rights and preferences provided
herein.


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<PAGE>

      (c) If the funds of the Company legally available for redemption of shares
of Series A Preferred Stock on any Optional Redemption Date are insufficient to
redeem the total number of shares of Series A Preferred Stock to be redeemed on
such date, those funds which are legally available will be used to redeem the
maximum possible number of such shares ratably among the holders of such shares
to be redeemed based upon their holdings of Series A Preferred Stock. The shares
of Series A Preferred Stock not redeemed shall remain outstanding and entitled
to all the rights and preferences provided herein. At any time thereafter when
additional funds of the Company are legally available for the redemption of
shares of Series A Preferred Stock, such funds will immediately be used to
redeem the balance of the shares which the Company has become obliged to redeem
on the Optional Redemption Date but which it has not redeemed.

      (d) In the event the Company fails to timely pay any amounts owed pursuant
to this Section 3, as of the date immediately following the due date of the
outstanding balance under any Redemption Price, the Series A Dividend Rate shall
be increased to sixteen percent (16%) of the Original Series A Issuance Price
(the "Default Rate"). Should the amount then due and outstanding pursuant to
this Section 3 be considered a debt obligation of the Company under applicable
law and the Series A Dividend Rate shall cease to be applicable, the outstanding
redemption amount owed to the holders of the Series A Preferred Stock shall
accrue interest at the lesser of (a) the Default Rate and (b) the then
applicable maximum rate allowed by law.

4. CONVERSION. The holders of the Series A Preferred Stock shall have conversion
rights as follows:

      (a) RIGHT TO CONVERT. Each share of Series A Preferred Stock (including
those shares of Series A Preferred Stock issued or issuable pursuant to the PIK
Dividend, whether or not declared) shall be convertible in increments of
$100,000 (and the balance of such shares if upon conversion is less than
$100,000), at the option of the holder thereof, at any time after the date of
issuance of such share into such number of fully paid and nonassessable shares
of Common Stock as is determined by dividing the Original Series A Issue Price
by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion.
The initial Conversion Price per share for shares of Series A Preferred Stock
shall be the Original Series A Issue Price; provided, however, that the
Conversion Price for the Series A Preferred Stock shall be subject to adjustment
as set forth in subsection 4(c)

      (b) AUTOMATIC CONVERSION. Each share of Series A Preferred Stock
(including those shares of Series A Preferred Stock issued or issuable pursuant
to the PIK Dividend, whether or not declared) shall automatically be converted
into shares of Common Stock at the Conversion Price then in effect for such
Series A Preferred Stock immediately on the date specified by written consent or
agreement of the holders of at least a majority of all then outstanding shares
of Series A Preferred Stock.

      (c) MECHANICS OF CONVERSION. Before any holder of Series A Preferred Stock
shall be entitled to convert the same into shares of Common Stock, such holder
shall


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surrender the certificate or certificates therefor, duly endorsed in blank or
accompanied by proper instruments of transfer, (or, in the event a certificate
has been lost, stolen or destroyed, an affidavit as to that fact), at the
principal corporate office of the Company or of any transfer agent for the
Series A Preferred Stock, and shall give written notice to the Company at such
office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common Stock are to
be issued. The Company shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Preferred Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the shares of Series A Preferred
Stock to be converted, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock as of such date.
If the conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act, the conversion may, at the option of
any holder tendering Series A Preferred Stock for conversion, be conditioned
upon the closing with the underwriters of the sale of securities pursuant to
such offering, in which event the person(s) entitled to receive the Common Stock
upon conversion of the Series A Preferred Stock shall not be deemed to have
converted such Series A Preferred Stock until immediately prior to the closing
of such sale of securities.

      (d) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK FOR CERTAIN DILUTIVE
ISSUANCES, SPLITS AND COMBINATIONS. The Conversion Price of the Series A
Preferred Stock shall be subject to adjustment from time to time as follows:

            (i)

                  (A) If the Company shall issue, after the Purchase Date, any
Additional Stock (as defined below) for a consideration per share less than
$1.25 (adjusted accordingly to reflect any stock splits or other
recapitalizations), the Conversion Price in effect immediately prior to each
such issuance shall forthwith (except as otherwise provided in this clause (i))
be adjusted to a price determined by multiplying such Conversion Price by a
fraction:

                        (1) the numerator of which is equal to the sum of (x)
the number of shares of Common Stock outstanding immediately prior to such
issuance, (y) the number of shares of Common Stock issuable upon exercise,
conversion or exchange of any obligations or any securities of the Corporation
outstanding immediately prior to such issuance and (z) the number of shares of
Common Stock that the aggregate consideration received by the Corporation for
such issuance would purchase at such Conversion Price; and


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<PAGE>

                        (2) the denominator of which is equal to the sum of (x)
the number of shares of Common Stock outstanding immediately prior to such
issuance, (y) the number of shares of Common Stock issuable upon exercise,
conversion or exchange of any obligations or any securities of the Corporation
outstanding immediately prior to such issuance and (z) the number of shares of
such Additional Stock.

                  (B) No adjustment of the Conversion Price for the Series A
Preferred Stock shall be made in an amount less than one cent per share,
provided that any adjustments which are not required to be made by reason of
this sentence shall be carried forward and shall be either taken into account in
any subsequent adjustment made prior to 3 years from the date of the event
giving rise to the adjustment being carried forward, or shall be made at the end
of 3 years from the date of the event giving rise to the adjustment being
carried forward. Except to the limited extent provided for in subsections (E)(3)
and (E)(4), no adjustment of such Conversion Price pursuant to this subsection
4(d)(i) shall have the effect of increasing the Conversion Price above the
Conversion Price in effect immediately prior to such adjustment.

                  (C) In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts, commissions or other expenses allowed, paid
or incurred by the Company for any underwriting or otherwise in connection with
the issuance and sale thereof.

                  (D) In the case of the issuance of the Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined by the Board of
Directors, subject to the reasonable approval by the holders of at least a
majority of the shares of Series A Preferred Stock, irrespective of any
accounting treatment.

                  (E) In the case of the issuance of options to purchase or
rights to subscribe for Common Stock, securities by their terms convertible into
or exchangeable for Common Stock or options to purchase or rights to subscribe
for such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this subsection 4(d)(i):

                        (1) The aggregate maximum number of shares of Common
Stock deliverable upon exercise (assuming the satisfaction of any conditions to
exerciseability, including without limitation, the passage of time, but without
taking into account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options or rights were issued and for a consideration
equal to the consideration (determined in the manner provided in subsections
4(d)(i)(C) and 4(d)(i)(D)), if any, received by the Company upon the issuance of
such options or rights plus the minimum exercise price provided in such options
or rights (without taking into account potential antidilution adjustments) for
the Common Stock covered thereby.


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<PAGE>

                        (2) The aggregate maximum number of shares of Common
Stock deliverable upon conversion of or in exchange (assuming the satisfaction
of any conditions to convertibility or exchangeability, including, without
limitation, the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or exchangeable securities or
upon the exercise of options to purchase or rights to subscribe for such
convertible or exchangeable securities and subsequent conversion or exchange
thereof shall be deemed to have been issued at the time such securities were
issued or such options or rights were issued and for a consideration equal to
the consideration, if any, received by the Company for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by the Company (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such securities or
the exercise of any related options or rights (the consideration in each case to
be determined in the manner provided in subsections 4(d)(i)(C) and 4(d)(i)(D)).

                        (3) In the event of any change in the number of shares
of Common Stock deliverable or in the consideration payable to the Company upon
exercise of such options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not limited to, a change
resulting from the antidilution provisions thereof, the Conversion Price of the
Series A Preferred Stock, to the extent in any way affected by or computed using
such options, rights or securities, shall be recomputed to reflect such change,
but no further adjustment shall be made for the actual issuance of Common Stock
or any payment of such consideration upon the exercise of any such options or
rights or the conversion or exchange of such securities.

                        (4) Upon the expiration of any such options or rights,
the termination of any such rights to convert or exchange or the expiration of
any options or rights related to such convertible or exchangeable securities,
the Conversion Price of the Series A Preferred Stock, to the extent in any way
affected by or computed using such options, rights or securities or options or
rights related to such securities, shall be recomputed to reflect the issuance
of only the number of shares of Common Stock (and convertible or exchangeable
securities which remain in effect) actually issued upon the exercise of such
options or rights, upon the conversion or exchange of such securities or upon
the exercise of the options or rights related to such securities.

                        (5) The number of shares of Common Stock deemed issued
and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(l)
and (2) shall be appropriately adjusted to reflect any change, termination or
expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

            (ii) "Additional Stock" shall mean any shares of Common Stock issued
(or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by the Company
after the Purchase Date other than:


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                  (A) securities issued pursuant to a transaction described in
subsection 4(d)(iii) hereof,

                  (B) securities offered to the public in an underwritten
offering before or in connection with which all outstanding shares of Series A
Preferred Stock will be converted to Common Stock;

                  (C) not more than an aggregate of 20,000 shares of the
Company's Common Stock issued pursuant to a transaction approved by the Board of
Directors of the Company;

                  (D) not more than 3,500,000 shares (as adjusted for any stock
dividends, combinations or splits with respect to such shares) of the Company's
Common Stock (or related options to purchase Common Stock) which are issued to
employees, directors or consultants of the Company or any subsidiary of the
Company pursuant to a stock option plan approved by the Board of Directors,
provided the issuance of such shares of the Company's Common Stock (or related
options to purchase Common Stock) is approved by the Board of Directors or a
duly-appointed committee thereof;

                  (E) securities issuable upon conversion or exercise of any
options, warrants or other rights to acquire capital stock of the Company
outstanding as of the Purchase Date and in accordance with the existing terms as
of the Purchase Date;

                  (F) securities issued in connection with a bona fide business
acquisition by the Company approved by the Board of Directors, whether by
merger, consolidation, sale of assets, sale or exchange of stock or otherwise,
including but not limited to shares of Common Stock issued in connection with
the Company's acquisition of Guideline Research Corporation ("Guideline"), but
excluding in all cases any shares of Common Stock issued by the Company in
connection with any indemnity obligations of the Company pursuant to any
acquisition agreement;

                  (G) securities that are deemed to be excluded from the
definition of Additional Stock by the Requisite Majority;

                  (H) securities issuable upon exercise of the warrant issued to
the holders of Series A Preferred Stock on the Purchase Date; or

                  (I) securities issuable upon conversion of the Series A
Preferred Stock (including Series A Preferred Stock issued in connection with a
PIK Dividend), or upon payment of the PIK Dividend.

            (iii) In the event the Company should at any time or from time to
time after the Purchase Date fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder


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<PAGE>

thereof to receive directly or indirectly, additional shares of Common Stock
(hereinafter referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend distribution, split or subdivision if no record date
is fixed), the Conversion Price of the Series A Preferred Stock shall be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in proportion to such
increase of the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents with the number of shares
issuable with respect to Common Stock Equivalents determined from time to time
in the manner provided for deemed issuances in subsection 4(d)(i)(E).

            (iv) If the number of shares of Common Stock outstanding at any time
after the Purchase Date is decreased by a combination of the outstanding shares
of Common Stock, then, following the record date of such combination, the
Conversion Price for the Series A Preferred Stock shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
each share of such series shall be decreased in proportion to such decrease in
outstanding shares.

      (e) OTHER DISTRIBUTIONS. In the event the Company shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Company or other persons, assets (excluding cash dividends) or
options or rights not referred to in subsection 4(d)(iii), then, in each such
case the distribution shall be allocated among the shareholders of the Company
in accordance with the priorities set forth in Section 2(a) and 2(b).

      (f) RECAPITALIZATIONS. If at any time or from time to time there shall be
a recapitalization of the Common Stock (other than a subdivision, combination or
merger or sale of assets transaction provided for elsewhere in this Section 4 or
Section 2) provision shall be made so that the holders of the Series A Preferred
Stock shall thereafter be entitled to receive upon conversion of the Series A
Preferred Stock the number of shares of stock or other securities or property of
the Company or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 4 with respect to the rights of the holders of the Series A
Preferred Stock after the recapitalization to the end that the provisions of
this Section 4 (including adjustment of the Conversion Price then in effect and
the number of shares purchasable upon conversion of the Series A Preferred
Stock) shall be applicable after that event as nearly equivalent as may be
practicable.

      (g) NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith


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<PAGE>

assist in the carrying out of all the provisions of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Preferred Stock against
impairment.

      (h) NO FRACTIONAL SHARES. No fractional shares shall be issued upon the
conversion of any share or shares of the Series A Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded up to the nearest
whole share. Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of Series A
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.

      (i) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each adjustment
or readjustment of the Conversion Price of Series A Preferred Stock pursuant to
this Section 4, the Company, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred Stock a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the reasonable
written request at any time of any holder of Series A Preferred Stock, furnish
or cause to be furnished to such holder a like certificate setting forth (A)
such adjustment and readjustment, (B) the Conversion Price for such series of
Preferred Stock at the time in effect, and (C) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of a share of Series A Preferred Stock.

      (j) NOTICES OF RECORD DATE. In the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each holder
of Series A Preferred Stock, at least 20 days prior to the date specified
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right.

      (k) RESERVATION OF STOCK. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of (i) Common Stock, solely
for the purpose of effecting the conversion of the shares of the Series A
Preferred Stock (including those shares of Series A Preferred Stock issued
pursuant to the PIK Dividend), such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred, and (ii) Series A Preferred Stock,
solely for the purpose of effecting the payment of the PIK Dividend, such number
of its shares of Series A Preferred Stock as shall from time to time be
sufficient to effect the payment of the PIK Dividend; and if at any time the
number of authorized but unissued shares of Common Stock or Series A Preferred
Stock, as applicable, shall not be sufficient to effect the conversion of all
then outstanding shares of


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<PAGE>

the Series A Preferred Stock or the payment of the PIK Dividend, as applicable,
in addition to such other remedies as shall be available to the holder of such
Preferred Stock, the Company will take such corporate action as may, in the
opinion of the Company's counsel, be necessary to increase its authorized but
unissued shares of Common Stock and Series A Preferred Stock, as applicable, to
such number of shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the requisite stockholder
approval of any necessary amendment to the Certificate of Incorporation.

      (l) NOTICES. Any notice required by the provisions of this Section 4 to be
given to the holders of shares of Series A Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of the Company.

5. VOTING RIGHTS.

      (a) GENERAL. The holder of each share of Series A Preferred Stock shall
have the right to one vote for each share of Common Stock into which such shares
of Series A Preferred Stock could then be converted, and with respect to such
vote, such holder shall have full voting rights and powers equal to the voting
rights and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any shareholders' meeting in
accordance with the bylaws of the Corporation, and shall be entitled to vote,
together with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote. Fractional votes shall not,
however, be permitted and any fractional voting rights available on an
as-converted basis (after aggregating all shares into which shares of Series A
Preferred Stock held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half being rounded upward).

      (b) PROTECTIVE COVENANTS. The Corporation shall not, without the prior
approval, whether by vote or by written consent, of the holders of a majority of
the outstanding shares of Series A Preferred Stock:

            (i) authorize (by reclassification or otherwise) or issue, or
obligate itself to issue, any other equity security, including any other
security convertible into or exercisable for any equity security, with rights,
privileges or preferences which are PARI PASSU with or senior to the Series A
Preferred Stock;

            (ii) increase or decrease (other than by redemption or conversion
authorized herein or pursuant to Section 6 below) the total number of authorized
shares of Series A Preferred Stock;

            (iii) amend, restate or repeal the Certificate of Incorporation or
bylaws of the Corporation in any way which would cancel or adversely change,
alter or affect the preferences, privileges or rights (including, without
limitation, the conversion privilege or the liquidation preference) of the
Series A Preferred Stock;


                                       13
<PAGE>

            (iv) effect an exchange, reclassification or cancellation of all or
part of the shares of Series A Preferred Stock; or

            (v) take other actions that would materially adversely affect the
rights, privileges and preferences of the holders of the Series A Preferred
Stock.

6. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares of Series A
Preferred Stock shall be redeemed or converted pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be cancelled and shall not
be issuable by the Company.

      FOURTH: This Certificate of Amendment to the Certificate of Incorporation
was authorized by unanimous vote of the Board of Directors of the Company
pursuant to the authority vested in the Board of the Directors by the Company's
Certificate of Incorporation.


                                       14
<PAGE>

      IN WITNESS WHEREOF, we have executed this Certificate in the name and on
behalf of FIND/SVP, Inc., on the 1st day of April 2003, and do affirm, under the
penalties of perjury, that the statements contained herein have been examined
and are true, correct and complete.

                                              FIND/SVP, INC.


                                              By: /s/ David Walke
                                                  ---------------
                                                  David Walke
                                                  Chief Executive Officer


                                              By: /s/ Peter M. Stone
                                                  ------------------
                                                  Peter M. Stone
                                                  Secretary


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