FIFTH AMENDMENT TO INVESTMENT AGREEMENT

EXHIBIT 10.31

FIFTH AMENDMENT TO

INVESTMENT AGREEMENT

THIS FIFTH AMENDMENT TO INVESTMENT AGREEMENT (this “ Fifth Amendment ”) is made as of March 15, 2004 by and between OPINION RESEARCH CORPORATION, a Delaware corporation (the “ Company ”) and ALLIED CAPITAL CORPORATION and ALLIED INVESTMENT CORPORATION, each a Maryland corporation (collectively referred to herein as “ Allied Capital ”).

RECITALS:

A. Allied Capital invested the aggregate sum of Fifteen Million Dollars ($15,000,000) in the Company, in exchange for certain subordinated debentures of the Company and Warrants to purchase shares of Common Stock of the Company pursuant to that certain Investment Agreement dated as of May 26, 1999 by and between the Company and Allied Capital (as amended, the “ Investment Agreement ”).

B. The parties desire to modify certain provisions of the Investment Agreement.

NOW, THEREFORE , in consideration of the foregoing Recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Allied Capital and its successors and assigns with respect to any of the Debentures or any of the Warrants (as those terms are hereinafter defined) (individually, a “ Holder ” and collectively, the “ Holders ”) and the Company hereby agree as follows:

1. Definitions . All capitalized terms used herein without definition shall have the meanings given to such terms in the Investment Agreement.

2. Amendments to Investment Agreement . The following amendments to the Investment Agreement shall take effect as of the date hereof:

(a) Notwithstanding the provisions of Section 5.13(b) of the Investment Agreement, the Company shall maintain the following minimum ratios of EBITDA for the 12 month period ending on the last day of each calendar quarter ending on the dates set forth below to Principal and Interest for the 12 month period ending on such day:

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3. Closing Conditions . The obligations of Allied Capital to enter into this Fifth Amendment and to perform its obligations hereunder are subject to the satisfaction of the following conditions on or prior to the date hereof:

(a) The representations and warranties set forth herein shall be true and correct on and as of the date hereof.

(b) The Company shall be in compliance with all the terms and provisions set forth herein and in each other Investment Document on its part to be observed or performed, and at the time of and immediately after the date hereof, no Event of Default or Default or event or condition that, after the giving of notice, passage of time, failure to cure or all of the foregoing would constitute an Event of Default, shall have occurred and be continuing.

(c) Allied Capital shall have received the following items:

(i) this Fifth Amendment, duly executed by the Company;

(ii) a duly executed copy of the Consent and Twelfth Amendment to Credit Agreement by and between the Company, the Senior Lender and the other parties thereto;

(iii) all amounts due and payable under the Investment Documents on or prior to the date hereof, including without limitation reimbursement or payment of all out-of-pocket expenses and the amendment fee required to be reimbursed or paid by the Company pursuant to Section 7 hereof; and

(iv) such other documents, instruments and information as Allied Capital may reasonably request.

4. Consents .

(a) Notwithstanding anything to the contrary contained in the Investment Agreement or any other Investment Document, Allied Capital hereby consents to ORC, Inc. being merged with and into the Company, with the Company as the surviving corporation, at such time the Company may elect, if, and only if, all of the following conditions are satisfied (it being understood that it shall constitute an immediate Event of Default under the Investment Agreement if such merger is consummated without satisfying all of the following conditions):

(i) no Default or Event of Default has occurred and is continuing on the effective date of such merger nor would any Default or Event of Default exist after giving effect to such merger;

(ii) immediately prior to the effectiveness of such merger, ORC, Inc. owns no mater