FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

Exhibit 10.31

FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “First Amendment”) is entered into as of January 18, 2006 among (i) The Royal Bank of Scotland PLC (“RBOS”), acting in its capacity as the sole current Lender and as Agent for the Lender pursuant to the hereinafter referenced Note Purchase Agreement; and (ii) Opinion Research Corporation, a Delaware corporation, MACRO International, Inc., a Delaware corporation, Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English company, O.R.C. International Ltd., an English company, and any other “Borrower” party to the Note Purchase Agreement from time to time (the “Borrowers”). ¹ Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

W I T N E S S E T H :

WHEREAS, Borrowers, Agent and Lender are parties to that certain Senior Subordinated Note Purchase Agreement dated as of July 29, 2005 (the “Note Purchase Agreement”);

WHEREAS, the Borrowers have requested and the Lenders have agreed to revise certain of the financial covenants of the Borrowers set forth in the Note Purchase Agreement, as hereinafter provided, subject to the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Recitals . The foregoing recitals are hereby incorporated herein by this reference and made a part hereof, with the same force and effect as if fully set forth herein.

2. The definition of “EBITDA” set forth in the Section of the Note Purchase Agreement titled “Certain Definitions” is hereby deleted in its entirety and replaced with the following:

““EBITDA” shall mean, as of the date of any determination, the consolidated net income of the Parent Company, including all Borrowers and Non-Borrower Subsidiaries, plus interest expense, plus taxes, plus depreciation expense, plus amortization expense, plus any non-cash, non-recurring charges against

income approved in writing by the Agent, plus any non-cash stock-option expenses , minus any non-cash gain (to the extent included in determining net income), minus any dividends paid in accordance with Section 7.8(a) of this Agreement to the extent not deducted from net income, all as determined on a rolling four (4) quarter consolidated basis in accordance with GAAP.”

3. Sections 6.15(b) and 6.15(c) set forth in the Note Purchase Agreement are hereby deleted in their entirety, and the following substituted in lieu thereof:

“(b) Interest Coverage Ratio . The Borrowers and the Non-Borrower Subsidiaries will maintain an Interest Coverage Ratio, measured on the last day of each fiscal quarter throughout the term of the Loan of: (i) at least 2.10 to 1.00 for each fiscal quarter up to and including the fiscal quarter ending March 31, 2006; (ii) at least 1.70 to 1.00 for the fiscal quarter ending June 30, 2006 up to and including the fiscal quarter ending March 31, 2007; and (iii) at least 2.10 to 1.00 for the fiscal quarter ending June 30, 2007 and each fiscal quarter thereafter. For purposes of the foregoing, “Interest Coverage Ratio” shall mean, for each measurement period, the ratio of EBITDA to the Borrowers’ and the Non-Borrower Subsidiaries’ cash interest expense during such period.”

“(c) Leverage Ratio . The Borrowers and the Non-Borrower Subsidiaries will maintain on a consolidated basis for each quarter ending during the periods specified below, a Leverage Ratio of not more than the following:

For purposes of the foregoing, “Leverage Ratio” shall mean, for each measurement period, the ratio of the Borrower’s and the Non-Borrower Subsidiaries’ Total Debt to EBITDA. The Leverage Ratio shall be measured on the last day of each fiscal quarter throughout the term of the Loan.”

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4. Solely for the purpose of calculating the financial covenants set forth in Section 6.15 of the Note Purchase Agreement for the fiscal quarters ending December 31, 2005, March 31, 2006 and June 30, 2006, the Lenders hereby consent to the Borrowers adding-back the Operational Expenses and Losses (hereinafter defined) to the Borrowers’ EBITDA (without duplication) for the fiscal quarters ending December 31, 2005, March 31, 2006 and June 30, 2006, as applicable, and for any period which includes such fiscal quarter. The consent by the Lenders to the above-referenced add-back to the Borrowers’ EBITDA constitutes a one-time waiver of the requirements of the Note Purchase Agreement specific to the Operational Changes (hereinafter defined). Nothing contained herein shall constitute a waiver of any other provision of the Note Purchase Agreement or any other Loan Document. For purposes of this paragraph, (i) the term “Operational Changes” refers to the divestiture of ORC ProTel, LLC and the discontinued operations of the Borrowers in Mexico and Korea; and (ii) the term “Operational Expenses and Losses” means, collectively, (a) those certain expenses incurred in connection with the Operational Changes, (b) the operating profits and losses incurred by ORC ProTel, LLC during 2005, (c ) the operating profits and losses of the Borrowers in Mexico and Korea during 2005 and 2006, and (d) those certain losses incurred in connection with the sale of ORC ProTel, LLC, all of which (i.e., all of the items set forth in subsections (a) through (d)) on a consolidated basis, will equal no more than Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00).

5. Simultaneously with the execution of this First Amendment (and as a condition precedent to the effectiveness of this First Amendment), the Agent and its counsel shall have received (i) a fully executed copy of that certain Fourth Modification to Business Loan and Security Agreement and Other Loan Documents dated as of May 4, 2004 (as amended, the “Loan and Security Agreement”), executed by Citizens Bank of Pennsylvania , as agent for certain lender parties thereto and the Borrowers (the “Citizens Modification”), in form and substance satisfactory to the Agent and its counsel