FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered
into as of April 1, 2005, by and between  GUIDELINE  RESEARCH  CORP., a New York
corporation  (the  "Company")  and a subsidiary  of  FIND/SVP,  INC., a New York
corporation ("FIND"), and ROBERT LA TERRA (the "Executive").

      WHEREAS,  the  Company  and the  Executive  are  parties to an  Employment
Agreement entered into as of April 1, 2003 (the "Employment Agreement"); and

      WHEREAS,  the  Company,  the  Executive  and FIND now  desire to amend and
modify certain terms and provisions of the Employment Agreement.

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties agree as follows:

      1. Any  capitalized  term used, but not defined,  in this Amendment  shall
have  the  meaning  given  thereto  in the  Employment  Agreement.  All  section
references herein refer to the applicable section of the Employment Agreement.

      2.  Section 2 is hereby  amended by deleting  such Section in its entirety
and replacing it with the following new Section 2:

            "Section  2.  Employment   Period.   The  term  of  the  Executive's
      employment by the Company (the  "Employment  Period") shall continue until
      the  earliest to occur of (i) March 31, 2006 (the  "Scheduled  Termination
      Date"), (ii) termination of the Executive's  employment in accordance with
      Sections  6(a),  (b) or (c)  hereof or (iii)  the date of the  Executive's
      death.  Subject to earlier  termination of this Agreement  pursuant to the
      foregoing  clauses (ii) and (iii), the Employment Period shall be extended
      automatically  for  successive  one-year  terms  (each  such term being an
      "Extension")  unless either the Company or the  Executive  gives the other
      party  written  notice at least  sixty  (60) days  prior to the  Scheduled
      Termination Date or the end of the previous Extension,  as applicable,  of
      such  party's   desire  to  terminate  this  Agreement  on  the  Scheduled
      Termination Date or the applicable Extension, in which case this Agreement
      will terminate on the Scheduled  Termination Date or the date on which the
      applicable Extension terminates."

      3. Section 3 is hereby amended by (a) adding the following sentence at the
end thereof: "Notwithstanding anything in this Agreement to the contrary, unless
reasonable  business  demands  or  reasonable  travel  requirements  necessitate
otherwise  as  reasonably  determined  by David  Walke and  conveyed  as such to
Executive,  Executive  shall  carry  out  his  duties  and  responsibilities  as
President of the Company at the  Company's  offices at 3 West 35th  Street,  New
York,  New York,  but shall be  permitted  to work from his home each Monday per
week,  it being  the  intention  of the  parties  that,  in no event  shall  the
Executive be deprived of working at home less than 47 business  days per annum,"
and (b)  deleting,  in each place it occurs in Section 3, the phrase "the CEO of
FIND" and by replacing it in each such instance with the phrase "the CEO of FIND
and a mutually agreed upon officer of FIND or one of its subsidiaries.

<PAGE>

      4. Section 5(a) is hereby  amended by (a) deleting the phrase "One Hundred
Fifty  Thousand  Dollars  ($150,000.00)"  and  replacing it with the phrase "Two
Hundred  Fifty  Thousand  Dollars  ($250,000.00)"  and (b) adding the  following
sentence at the end of such Section 5(a):

            "On the first day of each Extension,  if any, the Executive's salary
            shall  increase  by four  percent  (4%) from the  Executives  salary
            during the previous Employment Period or Extension,  as the case may
            be, for the part of the Employment Period beginning the first day of
            such Extension and ending the date that is the one-year  anniversary
            of the  first  day of such  Extension  (each  such  period  being an
            "Extension Period").

      5.  Section  5(e) is hereby  amended  by  deleting  the  dollar  figure of
"$37,500" and replacing it with "$25,000".

      6. Section 5 is hereby amended by adding the following new paragraph (i):

            "(i) Annual Cash Bonus.  In addition to the other  compensation  set
            forth in this Section 5, the Executive shall, for each complete year
            during the Employment  Period  (including each Extension  Period, if
            any),  be entitled to an annual  payment in cash (the  "Annual  Cash
            Bonus") equal to the amount calculated as set forth on Schedule 5(i)
            to this Agreement."

      7. Section  6(d)(III) is hereby amended by deleting it in its entirety and
replacing it with the following:

            "Notwithstanding  anything to the contrary contained in Section 5(d)
            above or elsewhere in this Agreement, beginning on April 1, 2005, as
            an  irrevocable  sign on bonus,  the  Executive,  his spouse and his
            children  shall be  covered  under  FIND's  medical  plan,  with all
            premiums  payable  by the  Company  or  FIND  (except  as  otherwise
            provided  below),  with benefits  comparable to the benefits he, his
            spouse and his children  have under their  existing  family  medical
            plan on the date hereof.  The Executive shall be covered under,  and
            the Company or FIND shall pay the  premiums  with respect to (except
            as otherwise provided below), such medical plan until the earlier of
            (i) his death or (ii) his  coverage  in  Medicare  or any  successor
            government-sponsored eldercare benefit (as such benefit is modified,
            amended or supplemented from time to time)  ("Medicare"),  in either
            case  regardless of whether the Executive is employed by the Company
            during such period.  The Executive's  spouse shall be covered under,
            and the  Company  or FIND  shall pay the  premiums  with  respect to
            (except as otherwise  provided  below),  such medical plan until the
            earlier of (i) her death or (ii) her coverage in Medicare, in either
            case  regardless of whether the Executive is employed by the Company
            or has died during such  period.  Each of the  Executive's  children
            shall be covered under,  and the Company shall pay the premiums with
            respect to (except as otherwise  provided below),  such medical plan
            until such child has reached such  medical  plan's age limit for the
            coverage of dependent children (which is currently 25 years of age),
            regardless  of whether the  Executive  is employed by the Company or
            has died during such period. The Executive, on behalf of himself and
            his wife,  hereby  agrees that the  Executive  and his wife will use
            commercially  reasonable  efforts to obtain  coverage in Medicare as
            soon  as the  Executive  or his  wife is  eligible  to  obtain  such
            coverage.  Notwithstanding  anything  to  the  contrary  above,  the
            aggregate  annual  amount of all premiums  payable by the Company or
            FIND hereunder shall be limited to $25,000. The cost of the premiums
            for the aforementioned  coverage shall be calculated and be the same
            as premiums for similar  coverage  for other full time  employees of
            the  Company  or FIND,  and the  Executive,  or his  wife,  shall be
            required to reimburse  the Company or FIND,  as the case may be, for
            yearly   premiums   above   $25,000  upon  such   notification   and
            documentation from the Company or FIND.  Notwithstanding anything to
            the  contrary  above,  but  subject to the annual  cost  limitations
            above,  in the event that FIND  cannot  provide the  coverage  above
            under its medical plan for any reason whatsoever,  the Executive and
            his spouse and children,  as the case may be, shall be provided with
            coverage comparable to FIND's medical plan on the date hereof."


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<PAGE>

      8. The  Employment  Agreement  is hereby  amended by adding a new Schedule
5(i), the text of which is set forth on Exhibit A hereto.

      9. Except as expressly amended by this Amendment, the Employment Agreement
shall remain in full force and effect.

      10. This Amendment  shall be governed by, and construed in accordance with
the laws of the state of New York  applicable to contracts  executed,  and to be
fully performed, in such state.

      11. This Amendment may be executed in any number of  counterparts  and via
facsimile,  but all such counterparts will together  constitute one and the same
agreement.

      12. This  Amendment  shall be effective as of the date first above written
which is April 1, 2005.

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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered this
Amendment as of the day and year first written above.

COMPANY:                                   EXECUTIVE:

GUIDELINE RESEARCH CORP.

By: /s/ David Walke                        /s/ Robert La Terra
-------------------                        -------------------
    Name:  David Walke                     Robert La Terra
    Title: Vice President

ACCEPTED  AND  AGREED TO WITH  RESPECT TO THE
SPECIFIC  PROVISIONS OF SECTIONS  5(d),  (e),
AND  (g)  AND  6(d)(III)  OF  THE  EMPLOYMENT
AGREEMENT AS AMENDED BY THIS AMDENDMENT:

FIND/SVP, INC.


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


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