FIND SVP INC
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>c28760_ex10-9.txt
<TEXT>
                                                                    Exhibit 10.9


                 AMENDMENT NO. 1 TO INVESTOR'S RIGHTS AGREEMENT

         THIS AMENDMENT NO. 1 ("Amendment") to the INVESTOR'S RIGHTS AGREEMENT
is made as of July 2nd, 2003 by and among FIND/SVP, Inc., a New York corporation
(the "Company"), Petra Mezzanine Fund, L.P. (the "Investor"), Martin E. Franklin
and David Walke (collectively, the "Major Shareholders"). Terms not otherwise
defined herein shall have the meanings set forth in the Investor's Rights
Agreement, by and among the Company, the Investor and the Major Shareholders,
dated as of April 1, 2003 (the "Investor's Rights Agreement").

                                    RECITALS

         WHEREAS, the parties hereto are parties to the Investor's Rights
Agreement;

         WHEREAS, pursuant to Section 5.2 of the Investor's Rights Agreement,
the Investor's Rights Agreement may be amended with the written consent of the
Company and the holders of a majority of the outstanding shares of the
Registrable Securities; provided however, that Section 3 may only be amended
with the consent of the Company, the holders of a majority of the outstanding
shares of Registrable Securities and the holders of a majority of the
outstanding shares of Common Stock held by the Major Shareholders; and

         WHEREAS, the parties desire to amend the Investor's Rights Agreement as
set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained in this Amendment, the receipt and sufficiency
of which are hereby acknowledged, the parties mutually agree to amend the
Investor's Rights Agreement as follows:

SECTION 1.  AMENDMENTS.

         1.1. The following recitals are hereby added to the Investor's Rights
Agreement:

              "WHEREAS, the Company has requested that the Investor make
         available to the Company Five Hundred Thousand Dollars ($500,000)
         pursuant to an amended and restated loan agreement and promissory note
         (the "Second Loan"); and

              WHEREAS, as consideration for the Investor making the Second Loan
         to the Company, the Company proposes to grant the Investor a warrant
         (the "Second Warrant") to purchase 70,000 shares of Common Stock."

         1.2. The definition of "Registrable Securities" in Section 1.1 is
hereby deleted and replaced with the following:
<PAGE>

              "REGISTRABLE SECURITIES" means (i) the Common Stock issued or
         issuable upon conversion of the Series A Preferred Stock, upon exercise
         of the Warrant and/or the Second Warrant or upon exercise of each
         Additional Warrant (as such term is defined in the Warrant and the
         Second Warrant) or (ii) stock issued in respect of the stock referred
         to in (i) as a result of a stock split, stock dividend,
         recapitalization or the like, and in the case of (i) and (ii) which has
         not been sold to the public or sold pursuant to Rule 144 promulgated
         under the Securities Act of 1933, as amended (the "Securities Act"),
         excluding in all cases, however, any Registrable Securities transferred
         by any Person in a transaction in which the rights under this Section 1
         are not assigned in accordance with this Agreement.

         1.3. Clause (ii) of Section 2.2 is hereby deleted and replaced with the
following:

              " (ii) securities issuable upon exercise of the Warrant, the
Second Warrant or any Additional Warrant."

         1.4. The last sentence of Section 2.3 is hereby deleted and replaced
with the following:

              "A PRO RATA share, for purposes of this Section 2, is the ratio of
              the number of shares of Common Stock issued and held, including
              shares issuable upon conversion of the Series A Preferred Stock
              and/or upon exercise of the Warrant, the Second Warrant and/or any
              Additional Warrant then held, by such Investor to the total number
              of shares of Common Stock of the Company then outstanding on an as
              converted and fully diluted basis (excluding shares reserved for
              option grants not yet granted)."

         1.5. The first sentence of Section 3.4 is hereby deleted and replaced
with the following:

              "Such Holder shall effect its participation in the Selling
              Shareholder's sale by either promptly (i) delivering to the
              Selling Shareholder the appropriate number of shares of Common
              Stock which such Holder has elected to sell, or (ii) to the extent
              such Holder does not hold any shares of Common Stock, exercising
              the Warrant, the Second Warrant, or any Additional Warrant and/or
              converting shares of Series A Preferred Stock, as case may be, for
              the appropriate number of shares of Common Stock and then
              delivering to the Selling Shareholder for transfer to the
              prospective purchaser, one or more certificates, properly endorsed
              for transfer, which represent that number of shares of Common
              Stock which such Holder has elected to sell.

         SECTION 2. EFFECT OF AMENDMENTS. All of the terms of the Investor's
Rights Agreement not amended by this Amendment shall continue in full force and
effect and the Investor's Rights Agreement shall be amended and restated to
reflect the amendments contained herein.

         SECTION 3. COUNTERPARTS. This Amendment may be executed in
counterparts.


                                    2
<PAGE>

         SECTION 4. EFFECTIVE DATE. This Amendment shall become effective upon
the execution and delivery by the parties hereto.

         IN WITNESS WHEREOF, the Company, the Major Shareholders and the
Investor have executed this Amendment to the Investor's Rights Agreement as of
the day and year first above written.

                                   FIND/SVP, INC.

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

                                   PETRA MEZZANINE FUND, L.P.

                                   By:  Petra Partners, LLC, its General Partner

                                   By: /s/ Joseph D. O'Brien III
                                       ------------------------------
                                   Name: Joseph D. O'Brien III
                                   Title: Managing Member

                                   /s/ Martin E. Franklin
                                   ----------------------------------
                                   Martin E. Franklin


                                   /s/ David Walke
                                   ----------------------------------
                                   David Walke


                                       3

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