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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2006



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from:  to

Commission
File Number: 1-14927

OPINION RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)



|                                                 |  |                                     
|------------------------------------------------ |  | ------------------------------------
|Delaware                                         |  | 22-3118960                          
|(State of incorporation)                         |  | (I.R.S. Employer Identification No.)
|                                                 | 
|600 College Road East, Suite #4100 Princeton, NJ |  | 08540                               
|(Address of principal executive offices)         |  | (Zip Code)                          

609-452-5400

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days: Yes x    No ̈

Indicate by check mark whether the Registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value  5,500,206 shares as of August 7, 2006.



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OPINION RESEARCH CORPORATION AND SUBSIDIARIES

INDEX



|          |  |                                                                                                       |  |   
|--------- |  | ----------------------------------------------------------------------------------------------------- |  | --
|Part I.   |  | Financial Information                                                                                 |  | 1 
|          |  |                                                                                                      
|Item 1.   |  | Financial Statements                                                                                  |  | 1 
|          |  |                                                                                                      
|          |  | Consolidated Balance Sheets  December 31, 2005 and June 30, 2006 (Unaudited)                         |  | 1 
|          |  |                                                                                                      
|          |  | Consolidated Statements of Operations (Unaudited) - Three and six months ended June 30, 2005 and 2006 |  | 2 
|          |  |                                                                                                      
|          |  | Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2005 and 2006           |  | 3 
|          |  |                                                                                                      
|          |  | Notes to consolidated financial statements  June 30, 2006 (Unaudited)                                |  | 4 
|          |  |                                                                                                      
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 13
|          |  |                                                                                                      
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                            |  | 20
|          |  |                                                                                                      
|Item 4.   |  | Controls and Procedures                                                                               |  | 20
|          |  |                                                                                                      
|Part II.  |  | Other Information                                                                                     |  | 21
|          |  |                                                                                                      
|Item 1.   |  | Legal Proceedings                                                                                     |  | 21
|          |  |                                                                                                      
|Item 1A.  |  | Risk Factors                                                                                          |  | 21
|          |  |                                                                                                      
|Item 2.   |  | Unregistered Sales of Equity Securities and Use of Proceeds                                           |  | 21
|          |  |                                                                                                      
|Item 3.   |  | Defaults upon Senior Securities                                                                       |  | 21
|          |  |                                                                                                      
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                   |  | 22
|          |  |                                                                                                      
|Item 5.   |  | Other Information                                                                                     |  | 22
|          |  |                                                                                                      
|Item 6.   |  | Exhibits                                                                                              |  | 22
|          | 
|Signature |  | 23                                                                                                   



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PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL INFORMATION
|------- | ---------------------

OPINION RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)



|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                                                                                          |  | December 31,2005 |         |   | June 30,2006 |  
|                                                                                                                                                                                                          |  |                  |         |   | (Unaudited)  |  
|Assets                                                                                                                                                                                                    |  |                  |         |   |              |   |         |  
|Current Assets:                                                                                                                                                                                           |  |                  |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                                                                                 |  | $                |        |   |              | $ | 151     |  
|Accounts receivable:                                                                                                                                                                                      |  |                  |         |   |              |   |         |  
|Billed                                                                                                                                                                                                    |  |                  | 26,959  |   |              |   | 26,344  |  
|Unbilled services                                                                                                                                                                                         |  |                  | 17,600  |   |              |   | 22,470  |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|                                                                                                                                                                                                          |  |                  | 44,559  |   |              |   | 48,814  |  
|Less: allowance for doubtful accounts                                                                                                                                                                     |  |                  | 58      |   |              |   | 9       |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|                                                                                                                                                                                                          |  |                  | 44,501  |   |              |   | 48,805  |  
|Prepaid expense and other current assets                                                                                                                                                                  |  |                  | 2,291   |   |              |   | 4,631   |  
|Assets of discontinued operations                                                                                                                                                                         |  |                  | 505     |   |              |   | 8       |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|Total current assets                                                                                                                                                                                      |  |                  | 47,297  |   |              |   | 53,595  |  
|Property and equipment, net                                                                                                                                                                               |  |                  | 8,833   |   |              |   | 8,595   |  
|Intangibles, net                                                                                                                                                                                          |  |                  | 224     |   |              |   | 225     |  
|Goodwill                                                                                                                                                                                                  |  |                  | 26,903  |   |              |   | 27,055  |  
|Deferred tax asset                                                                                                                                                                                        |  |                  | 4,893   |   |              |   | 2,774   |  
|Other assets                                                                                                                                                                                              |  |                  | 3,806   |   |              |   | 3,403   |  
|Assets of discontinued operations                                                                                                                                                                         |  |                  | 212     |   |              |   |        |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|                                                                                                                                                                                                          |  | $                | 92,168  |   |              | $ | 95,647  |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                                      |  |                  |         |   |              |   |         |  
|Current Liabilities:                                                                                                                                                                                      |  |                  |         |   |              |   |         |  
|Accounts payable                                                                                                                                                                                          |  | $                | 6,269   |   |              | $ | 7,382   |  
|Accrued expenses                                                                                                                                                                                          |  |                  | 11,705  |   |              |   | 10,845  |  
|Deferred revenues                                                                                                                                                                                         |  |                  | 4,156   |   |              |   | 4,331   |  
|Short-term borrowings                                                                                                                                                                                     |  |                  | 3,000   |   |              |   | 3,000   |  
|Other current liabilities                                                                                                                                                                                 |  |                  | 3,199   |   |              |   | 2,172   |  
|Liabilities of discontinued operations                                                                                                                                                                    |  |                  | 586     |   |              |   |        |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|Total current liabilities                                                                                                                                                                                 |  |                  | 28,915  |   |              |   | 27,730  |  
|Long-term debt                                                                                                                                                                                            |  |                  | 55,321  |   |              |   | 56,163  |  
|Other liabilities                                                                                                                                                                                         |  |                  | 1,517   |   |              |   | 2,689   |  
|Liabilities of discontinued operations                                                                                                                                                                    |  |                  | 154     |   |              |   |        |  
|Stockholders Equity:                                                                                                                                                                                     |  |                  |         |   |              |   |         |  
|Preferred stock, $.01 par value, 1,000,000 shares authorized: Series A - 10,000 shares designated, none issued or outstanding                                                                             |  |                  |        |   |              |   |        |  
|Common stock, $.01 par value, 20,000,000 shares authorized, 5,409,148 shares issued and 5,360,326 outstanding at December 31, 2005 and
5,535,246 shares issued and 5,486,424 outstanding at June 30, 2006 |  |                  | 54      |   |              |   | 55      |  
|Additional paid-in capital                                                                                                                                                                                |  |                  | 20,631  |   |              |   | 21,542  |  
|Accumulated deficit                                                                                                                                                                                       |  |                  | (14,002 | ) |              |   | (12,610 | )
|Treasury stock, at cost, 48,822 shares                                                                                                                                                                    |  |                  | (261    | ) |              |   | (261    | )
|Accumulated other comprehensive (loss) income                                                                                                                                                             |  |                  | (161    | ) |              |   | 339     |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|Total stockholders equity                                                                                                                                                                                |  |                  | 6,261   |   |              |   | 9,065   |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  
|                                                                                                                                                                                                          |  | $                | 92,168  |   |              | $ | 95,647  |  
|                                                                                                                                                                                                          |  |                  |         |   |              |   |         |  

See notes to consolidated financial statements.



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OPINION RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(in thousands, except share and per share amounts)

(Unaudited)



|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|------------------------------------------------------ |  | -------------------------- | --------- | ------------------------- | ---- | - | --------- |  | - | --------- | - |  | - | --------- | -
|                                                       |  | Three Months endedJune 30, |           | Six Months ended June 30, |     
|                                                       |  | 2005                       |           |                           | 2006 |   | 2005      |  |   | 2006      |  
|Revenues                                               |  | $                          | 48,954    |                           |      | $ | 49,982    |  | $ | 95,197    |   |  | $ | 97,336    |  
|Cost of revenues                                       |  |                            | 35,181    |                           |      |   | 36,289    |  |   | 68,505    |   |  |   | 70,411    |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Gross profit                                           |  |                            | 13,773    |                           |      |   | 13,693    |  |   | 26,692    |   |  |   | 26,925    |  
|Selling, general and administrative expenses           |  |                            | 9,389     |                           |      |   | 9,538     |  |   | 18,585    |   |  |   | 18,738    |  
|Depreciation and amortization                          |  |                            | 829       |                           |      |   | 968       |  |   | 1,607     |   |  |   | 1,893     |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Operating income                                       |  |                            | 3,555     |                           |      |   | 3,187     |  |   | 6,500     |   |  |   | 6,294     |  
|Interest and other non-operating expense, net          |  |                            | 875       |                           |      |   | 1,664     |  |   | 3,177     |   |  |   | 3,294     |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Income before provision for income tax expense         |  |                            | 2,680     |                           |      |   | 1,523     |  |   | 3,323     |   |  |   | 3,000     |  
|Provision for income tax expense                       |  |                            | 1,094     |                           |      |   | 746       |  |   | 1,345     |   |  |   | 1,470     |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Income from continuing operations                      |  | $                          | 1,586     |                           |      | $ | 777       |  | $ | 1,978     |   |  | $ | 1,530     |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Discontinued Operations                                |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|(Loss) income from discontinued operations, net of tax |  | $                          | (245      | )                         |      | $ | 8         |  | $ | (495      | ) |  | $ | (138      | )
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Net income                                             |  | $                          | 1,341     |                           |      | $ | 785       |  | $ | 1,483     |   |  | $ | 1,392     |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Basic Earnings per common share:                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Income from continuing operations                      |  | $                          | 0.25      |                           |      | $ | 0.14      |  | $ | 0.31      |   |  | $ | 0.28      |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|(Loss) income from discontinued operations             |  | $                          | (0.04     | )                         |      | $ | 0.00      |  | $ | (0.08     | ) |  | $ | (0.03     | )
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Net income per common share                            |  | $                          | 0.21      |                           |      | $ | 0.14      |  | $ | 0.23      |   |  | $ | 0.26      |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Diluted Earnings per common share:                     |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Income from continuing operations                      |  | $                          | 0.24      |                           |      | $ | 0.14      |  | $ | 0.30      |   |  | $ | 0.28      |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|(Loss) income from discontinued operations             |  | $                          | (0.04     | )                         |      | $ | 0.00      |  | $ | (0.08     | ) |  | $ | (0.03     | )
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Net income per common share                            |  | $                          | 0.20      |                           |      | $ | 0.14      |  | $ | 0.22      |   |  | $ | 0.25      |  
|                                                       |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Weighted average shares outstanding:                   |  |                            |           |                           |      |   |           |  |   |           |   |  |   |           |  
|Basic                                                  |  |                            | 6,436,411 |                           |      |   | 5,447,351 |  |   | 6,420,655 |   |  |   | 5,418,065 |  
|Diluted                                                |  |                            | 6,682,561 |                           |      |   | 5,533,726 |  |   | 6,644,157 |   |  |   | 5,483,422 |  

See notes to consolidated financial statements.



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OPINION RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)



|                                                                                               |  |                          |         |   |      |   |        |  
|---------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                                                                               |  | Six months endedJune 30, |        
|                                                                                               |  | 2005                     |         |   | 2006 |  
|Cash flows from operating activities:                                                          |  |                          |         |   |      |   |        |  
|Net income                                                                                     |  | $                        | 1,483   |   |      | $ | 1,392  |  
|Less:                                                                                          |  |                          |         |   |      |   |        |  
|Loss from discontinued operations                                                              |  |                          | (495    | ) |      |   | (138   | )
|                                                                                               |  |                          |         |   |      |   |        |  
|Income from continuing operations                                                              |  |                          | 1,978   |   |      |   | 1,530  |  
|Adjustments to income from continuing operations to net cash provided by operating activities: |  |                          |         |   |      |   |        |  
|Depreciation and amortization                                                                  |  |                          | 1,607   |   |      |   | 1,893  |  
|Loss on disposal of fixed assets                                                               |  |                          | 1       |   |      |   |       |  
|Amortization of original issue discount                                                        |  |                          | 562     |   |      |   |       |  
|Amortization of loan fees                                                                      |  |                          | 495     |   |      |   | 303    |  
|Provision for doubtful accounts                                                                |  |                          |        |   |      |   | 61     |  
|Deferred income tax                                                                            |  |                          |        |   |      |   | (54    | )
|Equity based compensation                                                                      |  |                          |        |   |      |   | 290    |  
|Change in fair value of derivative                                                             |  |                          |         |   |      |   | 61     |  
|Changes in operating assets and liabilities:                                                   |  |                          |         |   |      |   |        |  
|Billed accounts receivable                                                                     |  |                          | (7,522  | ) |      |   | 727    |  
|Unbilled services                                                                              |  |                          | (579    | ) |      |   | (4,769 | )
|Other assets                                                                                   |  |                          | (969    | ) |      |   | (303   | )
|Accounts payable                                                                               |  |                          | 243     |   |      |   | 1,093  |  
|Accrued expenses and other liabilities                                                         |  |                          | 4,667   |   |      |   | (520   | )
|Deferred revenues                                                                              |  |                          | (132    | ) |      |   | 123    |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Net cash provided by operating activities of continuing operations                             |  |                          | 351     |   |      |   | 435    |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Cash flows from investing activities:                                                          |  |                          |         |   |      |   |        |  
|Capital expenditures                                                                           |  |                          | (1,869  | ) |      |   | (1,551 | )
|                                                                                               |  |                          |         |   |      |   |        |  
|Net cash used in investing activities of continuing operations                                 |  |                          | (1,869  | ) |      |   | (1,551 | )
|                                                                                               |  |                          |         |   |      |   |        |  
|Cash flows from financing activities:                                                          |  |                          |         |   |      |   |        |  
|Net borrowings under line-of-credit agreement                                                  |  |                          | 8,907   |   |      |   | 2,342  |  
|Proceeds from the issuance of notes payable                                                    |  |                          | 15,000  |   |      |   |       |  
|Repayments of notes payable                                                                    |  |                          | (21,327 | ) |      |   | (1,500 | )
|Payments of loan origination and amendment fees                                                |  |                          | (495    | ) |      |   | (231   | )
|Repayments under capital lease arrangements                                                    |  |                          | (117    | ) |      |   | (67    | )
|Proceeds from the issuance of capital stock and exercise of options and warrants               |  |                          | 331     |   |      |   | 621    |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Net cash provided by financing activities of continuing operations                             |  |                          | 2,299   |   |      |   | 1,165  |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Net cash provided by operating activities of discontinued operations                           |  |                          | 55      |   |      |   | 56     |  
|Net cash used in investing activities of discontinued operations                               |  |                          | (162    | ) |      |   |       |  
|Effect of exchange rate changes on cash and cash equivalents                                   |  |                          | (17     | ) |      |   | 46     |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Increase in cash and cash equivalents                                                          |  |                          | 657     |   |      |   | 151    |  
|Cash and cash equivalents at beginning of year                                                 |  |                          | 419     |   |      |   |       |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                                     |  | $                        | 1,076   |   |      | $ | 151    |  
|                                                                                               |  |                          |         |   |      |   |        |  
|Supplemental disclosures:                                                                      |  |                          |         |   |      |   |        |  
|Cash paid for:                                                                                 |  |                          |         |   |      |   |        |  
|Interest                                                                                       |  | $                        | 2,080   |   |      | $ | 2,984  |  
|Income tax                                                                                     |  |                          | 1,012   |   |      |   | 402    |  

See notes to consolidated financial statements.



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OPINION RESEARCH CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2006

(Unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (herein referred to as GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring deferrals and accruals) considered necessary for a fair presentation have been included.

The consolidated financial statements include the
accounts of our company and our wholly owned subsidiaries. All inter-company transactions are eliminated upon consolidation. Operating results for the three and six months ended June 30, 2006 are not necessarily indicative of the results that
may be expected for the full year. For further information, reference should be made to the consolidated financial statements and footnotes contained in our Annual Report on Form 10-K for the year ended December 31, 2005. For purposes of this
report, Opinion Research, the Company, we, our, us or similar references mean Opinion Research Corporation and its consolidated subsidiaries unless the context requires otherwise.

Certain reclassifications and format changes have been made to prior year amounts to conform to the current periods presentation. In Note H,
Goodwill and Other Intangible Assets, fully amortized intangible asset balances have been adjusted to reflect only intangible assets with remaining amortizable lives.

NOTE B  RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standard Board
(FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition.

The evaluation of a tax position in accordance with this Interpretation is a
two-step process. The first step is recognition, which is determined by whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority that has full knowledge of all relevant
information, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is measurement to determine the amount of benefit to recognize in the financial statements.

This Interpretation is effective for fiscal years beginning after December 15, 2006. We are currently evaluating the impact Interpretation No. 48 will have
on our financial position, results of operations, earnings per share and cash flows when adopted.

NOTE C  DISCONTINUED OPERATIONS

In December 2005 we entered into an agreement to sell the Companys teleservices business, previously identified as a reportable segment, for the assumption of
all the liabilities of the teleservices business, other than bank debt, and the possibility of receiving payments during the next five years based on its revenues over a specified threshold determined annually in accordance with a formula set forth
in the sale agreement. As of June 30, 2006, we have not booked any receivable for payments under the sale agreement. Additionally, we announced the closure of our market research operations in South Korea and Mexico due to inconsistent
operating results and a determination that these operations were not strategic in providing the Companys services to its global clients.



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In accordance with Statement of Financial Accounting Standards (SFAS) No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets, the above segment and operations are classified as discontinued operations and the financial results are reported as discontinued operations for all periods presented.

The financial results of the former teleservices business and market research operations in South Korea and Mexico included in discontinued operations are as follows:



|                                                |  |                            |      |   |                          |   |    |      |  |   |      |   |  |   |      |  
|----------------------------------------------- |  | -------------------------- | ---- | - | ------------------------ | - | -- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                |  | Three months endedJune 30, |      |   | Six months endedJune 30, |  
|                                                |  | 2005                       |      |   | 2006                     |   |    | 2005 |  |   | 2006 |  
|                                                |  | (in thousands)             |      |   | (in thousands)           |  
|(Loss) income before income tax                 |  | $                          | (243 | ) |                          | $ | 7  |      |  | $ | (626 | ) |  | $ | (138 | )
|Income tax expense (benefit)                    |  |                            | 2    |   |                          |   | (1 | )    |  |   | (131 | ) |  |   |     |  
|                                                |  |                            |      |   |                          |   |    |      |  |   |      |   |  |   |      |  
|(Loss) income from discontinued operations, net |  | $                          | (245 | ) |                          | $ | 8  |      |  | $ | (495 | ) |  | $ | (138 | )
|                                                |  |                            |      |   |                          |   |    |      |  |   |      |   |  |   |      |  

The assets and liabilities of the discontinued operations in South Korea and Mexico are also presented separately
as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets at December 31, 2005 and June 30, 2006.

NOTE D - CREDIT FACILITIES

In May 2004, we entered into a secured revolving credit facility of $35.0 million with Citizens Bank of
Pennsylvania and First Horizon Bank (the Senior Revolving Facility). The Senior Revolving Facility was for a three-year term and is secured by substantially all of our assets. In May 2006, we extended the maturity on the Senior Revolving
Facility from May 3, 2007 to April 30, 2009. The Senior Revolving Facility carries an interest rate at our discretion of either the financial institutions designated base rate (8.25% at June 30, 2006,) plus 100 basis points or
LIBOR (3-month LIBOR was 5.48% at June 30, 2006) plus 300 basis points. As of June 30, 2006, there was approximately $7.1 million of additional credit available under the Senior Revolving Facility.

In March 2005, we entered into a new secured term loan of $15.0 million with Citizens Bank of Pennsylvania and First Horizon Bank (the Term Loan). The Term
Loan is for a five-year term and is secured by substantially all of our assets. The Term Loan carries an interest rate of LIBOR plus 350 basis points, requires principal payments of $750,000 per quarter and matures in 2010. The proceeds from the
Term Loan and a drawdown from the Senior Revolving Facility were used to prepay secured and unsecured subordinated notes in the combined amount of $20.5 million. We wrote-off unamortized fees in the amount of $813,000 and incurred prepayment
penalties in the amount of $362,000 in connection with this transaction in the first quarter of 2005.

In July 2005, we issued $20.0 million of unsecured
subordinated notes to The Royal Bank of Scotland. These notes mature in July 2011, carry cash interest of 14% per year and have no interim principal amortization. The proceeds from the issuance of these unsecured subordinated notes were used to
finance the repurchase of interests in the Company held by LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. (the LLR Partnerships or LLR). The transaction consisted of (i) the repurchase of 1,176,458
common shares purchased by LLR on September 1, 2000; (ii) a warrant to purchase 740,500 common shares; (iii) rights to convert the common shares into preferred shares with an annual dividend obligation of $1.2 million;
(iv) anti-dilution rights and warrants; and (v) other rights.

We are required to maintain certain financial covenants under our credit
facilities, such as minimum earnings, debt-to-earnings, interest coverage, and other financial ratios. In addition, covenants under our credit facilities limit or prohibit our ability to incur additional debt, prepay specified types of indebtedness,
pay dividends, make investments, sell assets, or engage in mergers and acquisitions.



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NOTE E  DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY

We use derivative financial instruments to mitigate market risk from changes in interest rates. We do not use derivative financial instruments for speculative purposes.

In September 2005, we entered into an interest rate cap agreement with Citizens Bank to hedge our interest rate risk exposure on the Term Loan due to its
variable interest rate. The interest rate cap qualified as a cash flow hedge pursuant to SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities. The interest rate cap is set at a LIBOR rate of 4.5%, has a
remaining life matching the Term Loan, was based upon a notional amount of $13.5 million, and was purchased for a premium of $106,000. Changes in the fair value of the interest rate cap are reported as a component of Other Comprehensive Income and
reclassified into earnings in the period or periods during which the interest rate on the Term Loan exceeds the interest rate cap.

For the three and six
months ended June 30, 2006, the value of the interest rate cap increased by approximately $40,000 and $92,000, respectively; such amount, net of tax, is reflected in Other Comprehensive Income. We reclassified approximately $17,000, before tax,
into earnings for the three and six months ended June 30, 2006.

NOTE F - EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:



|                                           |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|------------------------------------------ |  | -------------------------- | ----- | ------------------------ | ---- | - | ----- |  | - | ----- | - |  | - | ----- | -
|                                           |  | Three months endedJune 30, |       | Six months endedJune 30, |     
|                                           |  | 2005                       |       |                          | 2006 |   | 2005  |  |   | 2006  |  
|                                           |  | (in thousands)             |       | (in thousands)           |     
|Numerator:                                 |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Income from continuing operations          |  | $                          | 1,586 |                          |      | $ | 777   |  | $ | 1,978 |   |  | $ | 1,530 |  
|(Loss) income from discontinued operations |  |                            | (245  | )                        |      |   | 8     |  |   | (495  | ) |  |   | (138  | )
|                                           |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Net income                                 |  | $                          | 1,341 |                          |      | $ | 785   |  | $ | 1,483 |   |  | $ | 1,392 |  
|                                           |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Denominator:                               |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Denominator for basic earnings per share   |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Weighted average shares outstanding        |  |                            | 6,436 |                          |      |   | 5,447 |  |   | 6,421 |   |  |   | 5,418 |  
|Effect of dilutive potential common shares |  |                            | 247   |                          |      |   | 87    |  |   | 223   |   |  |   | 65    |  
|                                           |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Denominator for diluted earnings per share |  |                            | 6,683 |                          |      |   | 5,534 |  |   | 6,644 |   |  |   | 5,483 |  
|                                           |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Basic earnings per share                   |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Income from continuing operations          |  | $                          | 0.25  |                          |      | $ | 0.14  |  | $ | 0.31  |   |  | $ | 0.28  |  
|(Loss) income from discontinued operations |  | $                          | (0.04 | )                        |      | $ | 0.00  |  | $ | (0.08 | ) |  | $ | (0.03 | )
|Net income                                 |  | $                          | 0.21  |                          |      | $ | 0.14  |  | $ | 0.23  |   |  | $ | 0.26  |  
|Diluted earnings per share                 |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Income from continuing operations          |  | $                          | 0.24  |                          |      | $ | 0.14  |  | $ | 0.30  |   |  | $ | 0.28  |  
|(Loss) income from discontinued operations |  | $                          | (0.04 | )                        |      | $ | 0.00  |  | $ | (0.08 | ) |  | $ | (0.03 | )
|Net income                                 |  | $                          | 0.20  |                          |      | $ | 0.14  |  | $ | 0.22  |   |  | $ | 0.25  |  



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For the three and six months ended June 30, 2005, there were 256,900 options and 740,500 warrants outstanding to
purchase our common shares that were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

For the three months ended June 30, 2006, there were 542,178 options outstanding to purchase our common shares that were not included in the computation of diluted loss per share because their inclusion would have been anti-dilutive.
The 740,500 warrants previously held by the LLR Partnerships were repurchased by the Company during the quarter ended September 30, 2005.

For the six
months ended June 30, 2006, there were 552,178 options outstanding to purchase our common shares that were not included in the computation of diluted loss per share because their inclusion would have been anti-dilutive. The 740,500 warrants
previously held by the LLR Partnerships were repurchased by the Company during the quarter ended September 30, 2005.

NOTE G - STOCK-BASED
COMPENSATION

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation (Statement No. 123), we had
previously elected to follow Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for our employee option plans.

We had also adopted the disclosure-only provisions of SFAS No. 123, Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, which was released in December 2002 as an amendment to Statement 123.

Under APB No. 25, no
compensation expense was recognized at the time of the option grant if the exercise price of the employee stock option was fixed and was at least equal to or greater than the fair market value of the underlying common stock on the date of grant and
the number of shares to be issued pursuant to the exercise of such options were known and fixed at the grant date.

On January 1, 2006, the Company
adopted SFAS Statement No. 123(R), Share-Based Payment, using the modified prospective method, whereby we apply Statement 123(R) to new and modified awards beginning January 1, 2006 and recognize compensation expense for the
portion of outstanding unvested awards, based on the grant-date fair value of those awards. The adoption of Statement 123(R) resulted in approximately $163,000 and $290,000 of share-based compensation expense for the three and six months ended
June 30, 2006.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model for options granted
prior to January 1, 2006 and a lattice based option model for option grants issued in 2006. We are applying a lattice based option pricing model for new options as it allows for the variation of assumption inputs over time, thus, potentially
resulting in a better estimate of fair value.

The following weighted-average assumptions were used for options granted during the six months ended
June 30, 2005 and 2006:



|                                |  |                          |   |  |         |  
|------------------------------- |  | ------------------------ | - |  | ------- | -
|                                |  | Six months endedJune 30, |  
|                                |  | 2005                     |   |  | 2006    |  
|Expected dividend yield         |  | 0                        | % |  | 0       | %
|Expected stock price volatility |  | 45.1                     | % |  | 53.8    | %
|Risk-free interest rate         |  | 4.0                      | % |  | 4.8     | %
|Expected life of options        |  | 7 years                  |   |  | 7 years |  



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If we had elected to recognize compensation expense based upon the fair value of the options granted at grant date as
prescribed by Statement No. 123, net income and related per share amounts would have been adjusted to the proforma amounts indicated in the table below:



|                                                                                                                                      |  |                                 |       |   |                               |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ----------------------------- | - | ----- | -
|                                                                                                                                      |  | Three months endedJune 30, 2005 |       |   | Six months endedJune 30, 2005 |  
|                                                                                                                                      |  | (in thousands)                  |       |   | (in thousands)                |  
|Net income - as reported                                                                                                              |  | $                               | 1,341 |   |                               | $ | 1,483 |  
|Add: stock-based employee compensation expense included in reported net income, net of related tax effects                            |  |                                 |      |   |                               |   |      |  
|Deduct: total stock based employee compensation expense determined under fair value method for all awards, net of related tax
effects |  |                                 | (58   | ) |                               |   | (122  | )
|                                                                                                                                      |  |                                 |       |   |                               |   |       |  
|Net income - pro forma                                                                                                                |  | $                               | 1,283 |   |                               | $ | 1,361 |  
|                                                                                                                                      |  |                                 |       |   |                               |   |       |  
|Basic earnings per share                                                                                                              |  |                                 |       |   |                               |   |       |  
|Net income - as reported                                                                                                              |  | $                               | 0.21  |   |                               | $ | 0.23  |  
|Net income - pro forma                                                                                                                |  | $                               | 0.20  |   |                               | $ | 0.21  |  
|Diluted earnings per share                                                                                                            |  |                                 |       |   |                               |   |       |  
|Net income - as reported                                                                                                              |  | $                               | 0.20  |   |                               | $ | 0.22  |  
|Net income - pro forma                                                                                                                |  | $                               | 0.19  |   |                               | $ | 0.20  |  

There were no options granted during the three months ended June 30, 2005 and 2006. The number of options
granted during the six months ended June 30, 2005 and 2006 was 50,000 and 122,500, respectively. The weighted average fair value of options granted during the six months ended June 30, 2005 and 2006 was $3.44 and $3.13 per share,
respectively. We recognized compensation expense related to option grants of $151,000 and $253,000 for the three and six months ended June 30, 2006, respectively.

The number of shares purchased through our various Stock Purchase Plans at 85% of the lower of the fair market value at the beginning or end of the quarter, was 24,633 and 13,782 for the three months ended
June 30, 2005 and 2006, respectively, and 51,675 and 41,637 for the six months ended June 30, 2005 and 2006 respectively. We recognized compensation expense related to our stock purchase plans of $12,000 and $37,000 for the three and six
months ended June 30, 2006, respectively.



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NOTE H - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying value of goodwill by segment for the six months ended June 30, 2006 are as follows:



|                             |  |                     |       |                     |   |                |  |              |        |  |   |       
|---------------------------- |  | ------------------- | ----- | ------------------- | - | -------------- |  | ------------ | ------ |  | - | ------
|                             |  | U.S. MarketResearch |       | U.K. MarketResearch |   | SocialResearch |  | Consolidated
|                             |  | (in thousands)     
|Balance at January 1, 2006   |  | $                   | 2,390 |                     | $ | 2,732          |  | $            | 21,781 |  | $ | 26,903
|Foreign currency translation |  |                     |      |                     |   | 152            |  |              |       |  |   | 152   
|                             |  |                     |       |                     |   |                |  |              |        |  |   |       
|Balance at June 30, 2006     |  | $                   | 2,390 |                     | $ | 2,884          |  | $            | 21,781 |  | $ | 27,055
|                             |  |                     |       |                     |   |                |  |              |        |  |   |       

The components of intangible assets are as follows:



|                                          |  |                   |        |   |               |   |      |  
|----------------------------------------- |  | ----------------- | ------ | - | ------------- | - | ---- | -
|                                          |  | December 31, 2005 |        |   | June 30, 2006 |  
|                                          |  | (in thousands)    |       
|Intangible assets subject to amortization |  |                   |        |   |               |   |      |  
|Non-competition agreements                |  | $                 | 994    |   |               | $ |     |  
|Other                                     |  |                   | 435    |   |               |   | 459  |  
|                                          |  |                   |        |   |               |   |      |  
|                                          |  | $                 | 1,429  |   |               | $ | 459  |  
|Accumulated amortization                  |  |                   | (1,205 | ) |               |   | (234 | )
|                                          |  |                   |        |   |               |   |      |  
|                                          |  | $                 | 224    |   |               | $ | 225  |  
|                                          |  |                   |        |   |               |   |      |  

Amortization of intangible assets for the three months ended June 30, 2005 and 2006 was $67,000 and $5,000,
respectively, and $127,000 and $9,000 for the six months ended June 30, 3005 and 2006 respectively. The estimated aggregate amortization expense for the remainder of 2006 and each of the five succeeding years is as follows:



|     |  |                |   
|---- |  | -------------- | --
|     |  | (in thousands)
|2006 |  | $              | 9 
|2007 |  |                | 18
|2008 |  |                | 18
|2009 |  |                | 18
|2010 |  |                | 18
|2011 |  |                | 18



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NOTE I - COMPREHENSIVE INCOME

The components of comprehensive income for the three and six months ended June 30, 2005 and 2006 were:



|                                          |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|----------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                          |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |  
|                                          |  | 2005                       |       |   | 2006                     |   |       | 2005 |  |   | 2006  |  
|                                          |  | (in thousands)             |       |   | (in thousands)           |  
|Net income                                |  | $                          | 1,341 |   |                          | $ | 785   |      |  | $ | 1,483 |   |  | $ | 1,392 |  
|Other comprehensive income:               |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Change in value of derivative, net of tax |  |                            |      |   |                          |   | 27    |      |  |   |      |   |  |   | 61    |  
|Reclassification to earnings              |  |                            |       |   |                          |   | (17   | )    |  |   |       |   |  |   | (17   | )
|Foreign currency translation adjustment   |  |                            | (501  | ) |                          |   | 410   |      |  |   | (651  | ) |  |   | 456   |  
|                                          |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  
|Comprehensive income                      |  | $                          | 840   |   |                          | $ | 1,205 |      |  | $ | 832   |   |  | $ | 1,892 |  
|                                          |  |                            |       |   |                          |   |       |      |  |   |       |   |  |   |       |  

NOTE J - SEGMENTS

We identify segments based on our internal reporting to management and our board of directors which reflects our geographic locations and industries in which we operate. We currently have three reportable segments: U.S. market research,
U.K. market research, and Social Research. We measure segment profits as operating profit, which is defined as income before interest and other non-operating expenses and income taxes. The U.S. market research segment includes unallocated corporate
headquarters expense. Information on segments and reconciliation to the consolidated total are as follows:



|                                                         |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   |        |  
|-------------------------------------------------------- |  | ------------------ | ----- | - | ------------------ | - | -------------- |  | ------------- | ------ | ----- | - | ------ | ---------------- | - | ---- | ------------ |  | ---- | - |  | - | ------ | -
|(in thousands)                                           |  | U.S.MarketResearch |       |   | U.K.MarketResearch |   | SocialResearch |  | TotalSegments |        | Other |   |        | DivestedEntities |   |      | Consolidated | 
|Three months ended June 30, 2005                         |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   |        |  
|Revenues from external customers                         |  | $                  | 6,559 |   |                    | $ | 5,702          |  | $             | 36,196 |       | $ | 48,457 |                  | $ | 497  |              |  |      |   |  | $ | 48,954 |  
|Operating (loss) income                                  |  |                    | (139  | ) |                    |   | 102            |  |               | 3,711  |       |   | 3,674  |                  |   | (119 | )            |  |      |   |  |   | 3,555  |  
|Interest and other non-operating expense, net            |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 875    |  
|Income before income tax expense                         |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 2,680  |  
|Provision for income tax expense - continuing operations |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 1,094  |  
|Income from continuing operations                        |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 1,586  |  
|Loss from discontinued operations                        |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  | (245 | ) |  |   | (245   | )
|Net income                                               |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 1,341  |  
|Three months ended June 30, 2006                         |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   |        |  
|Revenues from external customers                         |  | $                  | 7,569 |   |                    | $ | 5,495          |  | $             | 36,554 |       | $ | 49,618 |                  | $ | 364  |              |  |      |   |  | $ | 49,982 |  
|Operating (loss) income                                  |  |                    | (554  | ) |                    |   | 200            |  |               | 3,726  |       |   | 3,372  |                  |   | (185 | )            |  |      |   |  |   | 3,187  |  
|Interest and other non-operating expense, net            |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 1,664  |  
|Income before income tax expense                         |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 1,523  |  
|Provision for income tax expense - continuing operations |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 746    |  
|Income from continuing operations                        |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 777    |  
|Income from discontinued operations                      |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  | 8    |   |  |   | 8      |  
|Net income                                               |  |                    |       |   |                    |   |                |  |               |        |       |   |        |                  |   |      |              |  |      |   |  |   | 785    |  



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|                                                         |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   |        |  
|-------------------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | -------------- |  | ------------- | ------ | ----- | - | ------ | ---------------- | - | ----- | ------------ |  | ---- | - |  | - | ------ | -
|(in thousands)                                           |  | U.S.MarketResearch |        |   | U.K.MarketResearch |   | SocialResearch |  | TotalSegments |        | Other |   |        | DivestedEntities |   |       | Consolidated | 
|Six months ended June 30, 2005                           |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   |        |  
|Revenues from external customers                         |  | $                  | 12,962 |   |                    | $ | 11,139         |  | $             | 70,054 |       | $ | 94,155 |                  | $ | 1,042 |              |  |      |   |  | $ | 95,197 |  
|Operating (loss) income                                  |  |                    | (705   | ) |                    |   | 74             |  |               | 7,352  |       |   | 6,721  |                  |   | (221  | )            |  |      |   |  |   | 6,500  |  
|Interest and other non-operating expense, net            |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 3,177  |  
|Income before income tax expense                         |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 3,323  |  
|Provision for income tax expense - continuing operations |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,345  |  
|Income from continuing operations                        |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,978  |  
|Loss from discontinued operations                        |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  | (495 | ) |  | $ | (495   | )
|Net income                                               |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,483  |  
|Six months ended June 30, 2006                           |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   |        |  
|Revenues from external customers                         |  | $                  | 14,151 |   |                    | $ | 11,116         |  | $             | 71,218 |       | $ | 96,485 |                  | $ | 851   |              |  |      |   |  | $ | 97,336 |  
|Operating (loss) income                                  |  |                    | (1,095 | ) |                    |   | 324            |  |               | 7,416  |       |   | 6,645  |                  |   | (351  | )            |  |      |   |  |   | 6,294  |  
|Interest and other non-operating expense, net            |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 3,294  |  
|Income before income tax expense                         |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 3,000  |  
|Provision for income tax expense - continuing operations |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,470  |  
|Income from continuing operations                        |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,530  |  
|Loss from discontinued operations                        |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  | (138 | ) |  |   | (138   | )
|Net income                                               |  |                    |        |   |                    |   |                |  |               |        |       |   |        |                  |   |       |              |  |      |   |  |   | 1,392  |  

NOTE K  STOCKHOLDERS DERIVATIVE LAWSUIT

On December 2, 2004, several persons who purported to be stockholders of the Company filed a derivative complaint against the Company and its directors in the
Chancery Court of the State of Delaware challenging the decision to repurchase certain interests in the Company held by LLR. The plaintiffs alleged, among other things, that the purchase price the Company intended to pay for certain of the interests
held by LLR would constitute a waste of corporate assets. The complaint further alleged that, in approving the offering and the repurchase of the interests held by LLR, the directors did not act on the Companys behalf or on behalf of its
stockholders but, rather, breached their fiduciary duties of good faith and loyalty to the Company and its stockholders. Finally, the complaint alleged that Janney Montgomery Scott LLC (JMS), an independent valuation firm, materially
overvalued the LLR interests in its opinion to the Companys board of directors that the Companys repurchase of the LLR interests was fair, from a financial point of view, to the stockholders other than LLR.

Thereafter, the Company and LLR modified the terms on which the repurchase would be completed, the Company issued senior subordinated notes to finance the repurchase
and, in July of 2005, the Company repurchased all of LLRs interests in the Company for $20 million. The plaintiffs then amended their complaint to challenge the repurchase as completed but again alleged that the Company paid too much for the
LLR interests, that the directors breached their duties of good faith and loyalty in approving the repurchase on the modified terms and that JMS overvalued the LLR interests when it opined that the repurchase of the LLR interests was fair from a
financial point of view, to the stockholders other than LLR.

We have not accrued any costs, beyond incurred legal costs, for expense relating to this
matter as the Company and its directors believe plaintiffs allegations have no merit and we intend to vigorously defend the actions challenged in the plaintiffs amended complaint. Any expense to be incurred in conjunction with this
matter cannot reasonably be estimated at this time.



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NOTE L  SUBSEQUENT EVENT

On August 4, 2006, we entered into a definitive merger agreement pursuant to which the Company will be acquired by infoUSA Inc. in a transaction valued at approximately $134.3 million, including the
assumption or repayment of debt. Under the terms of the agreement, our stockholders will receive $12.00 per share in cash for each share of common stock they hold. Our Board of Directors has unanimously approved the agreement and will recommend that
our stockholders approve the merger. The transaction is expected to be completed in the fourth quarter of 2006 and is subject to receipt of stockholder approval and regulatory approval, as well as satisfaction of other customary closing conditions.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes forward-looking statements. In general, statements other than statements of
historical facts contained in this report, including statements regarding revenues, selling, general and administrative expenses, profitability, financial position, business strategy, and plans and objectives of management for future operations, are
forward-looking statements. The words believe, may, will, estimate, continue, anticipate, intend, expect and similar expressions, as they relate to us,
are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including among other things:



| |  |  | fluctuations in demand for our services;
| | - |  | ----------------------------------------



| |  |  | competition;
| | - |  | ------------



| |  |  | our dependence on key personnel;
| | - |  | --------------------------------



| |  |  | government funding of social research projects;
| | - |  | -----------------------------------------------



| |  |  | leverage and debt service (including sensitivity to fluctuations in interest rates);
| | - |  | ------------------------------------------------------------------------------------



| |  |  | domestic and global economic, credit and capital market conditions;
| | - |  | -------------------------------------------------------------------



| |  |  | foreign exchange fluctuations;
| | - |  | ------------------------------



| |  |  | changes in tax laws or the administration of these laws;
| | - |  | --------------------------------------------------------



| |  |  | regulatory or judicial proceedings;
| | - |  | -----------------------------------



| |  |  | the outcome of the stockholders derivative litigation; and
| | - |  | -----------------------------------------------------------



| |  |  | certain other risks described under Item 1A, Risk Factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31,
2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

This list of risks is not exhaustive. We operate in a very competitive and rapidly changing environment. New risk factors emerge from
time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking
statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.



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##### Table of Contents

Overview

We provide
research services to governments and commercial clients in North America, Europe and Asia. We collect customer, market, employee and demographic data by utilizing computer-assisted telephone interviews, internet-based data collection techniques,
personal interviews, mail questionnaires, and other means. After collecting the data, we analyze, develop and present to our clients cohesive reports which provide insights regarding their programs, operations or, products and services. Our services
are designed to help our clients manage and evaluate public policy programs and funding decisions, sell products, and improve their corporate image and competitive position. Our government clients include some of the largest U.S. federal agencies
including the Substance Abuse and Mental Health Services Administration, the United States Agency for International Development, the Centers for Disease Control and Prevention, and the National Institutes of Health. We have served some of these
clients for over 20 years. Our commercial clients include a diverse base of major national and multi-national corporations in the automotive, consumer goods and services, energy, financial services, health care, information technology, retail and
trade, and telecommunications industries. We have served the commercial research market since 1938.

We currently have three segments for financial
reporting purposes:



| |  |  | Social Research;
| | - |  | ----------------



| |  |  | U.K. market research; and
| | - |  | -------------------------



| |  |  | U.S. market research.
| | - |  | ---------------------

Our consolidated revenues increased in the three
and six months ended June 30, 2006 as compared to the same period in 2005, reflecting continued improvement in our social research and U.S. market research segments.

Our operating income decreased in the three and six months ended June 30, 2006, as a result of increased costs of revenues, selling, general and administrative expense and depreciation and amortization expense.

The following are factors that affect our results from operations:

Revenues: We generate our revenues from the hourly billings of professional labor, including part-time labor, from call center services, and from charging our
clients for the out-of-pocket costs and subcontracted services incurred for projects. In our market research and social research segments, revenues under fixed-price contracts are recognized on a proportional performance basis. Revenues under
time-and-materials contracts and cost-reimbursement contracts are recognized as costs are incurred. The level of our revenues is affected by government spending patterns, general economic conditions, the competitiveness of our service offerings in
the marketplace and general market conditions that influence the demand for our specific services and pricing.

Cost of revenues: All costs directly
attributable to a project are included in cost of revenues. These include the salary, benefits and incentive compensation expense for our professional staff and the hourly wages and benefits of our part-time staff engaged in project work. The cost
of our professional staff is relatively fixed over the short-term, and fluctuations in our gross margin may occur due to changes in project margins, the mix of project work that we perform, the level of part-time labor and other variable costs, and
the utilization rates of our staff. In addition we include project related telephone expense and out of pocket expenses, including travel, and subcontracted services incurred for project work, in cost of revenues, and the level of these expenditures
will impact gross margin.

Selling, general and administrative expense: These include expenses that are not directly related to project performance,
including salaries, benefits and incentive compensation for executive management and support services including marketing, information technology, finance and human resources. Also included are external expenses including insurance, legal,
marketing, audit, office space and support service expenses, travel and training costs, directors fees and other non-project related expenses.



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##### Table of Contents

On January 1, 2006, we adopted SFAS Statement No. 123(R), Share-Based Payment, using the modified
prospective method, whereby we apply Statement 123(R) to new and modified awards beginning January 1, 2006 and recognize compensation expense for the portion of outstanding unvested awards, based on the grant-date fair value of those awards.
The adoption of Statement 123(R) resulted in approximately $163,000 and $290,000 of share-based compensation expense for the three and six months ended June 30, 2006, respectively.

As of June 30, 2006, we estimated $1.0 million of unrecognized stock-based compensation expense relating to unvested awards. We expect to recognize this expense over a weighted average period of 1.7 years.

Interest expense: Our results in the three and six months ended June 30, 2006 were impacted by interest expense on the unsecured subordinated
debt financing which occurred in July 2005 and rising interest rates on our variable debt.

Recent Developments

On August 4, 2006, we entered into a definitive merger agreement pursuant to which the Company will be acquired by infoUSA Inc. in a transaction valued at
approximately $134.3 million, including the assumption or repayment of debt. Under the terms of the agreement, our stockholders will receive $12.00 per share in cash for each share of common stock they hold. Our Board of Directors has unanimously
approved the agreement and will recommend that our stockholders approve the merger. The transaction is expected to be completed in the fourth quarter of 2006 and is subject to receipt of stockholder approval and regulatory approval, as well as
satisfaction of other customary closing conditions.

Results of Operations

The following table sets forth, for the periods indicated, selected operating data as a percentage of revenue:



|                                           |  |                            |   |  |                          |   |  |       |   |  |       |  
|------------------------------------------ |  | -------------------------- | - |  | ------------------------ | - |  | ----- | - |  | ----- | -
|                                           |  | Three MonthsEnded June 30, |   |  | Six MonthsEnded June 30, |  
|                                           |  | 2005                       |   |  | 2006                     |   |  | 2005  |   |  | 2006  |  
|Revenue                                    |  | 100.0                      | % |  | 100.0                    | % |  | 100.0 | % |  | 100.0 | %
|Gross Profit                               |  | 28.1                       | % |  | 27.4                     | % |  | 28.0  | % |  | 27.7  | %
|SG&A                                       |  | 19.2                       | % |  | 19.1                     | % |  | 19.5  | % |  | 19.3  | %
|Operating income                           |  | 7.3                        | % |  | 6.4                      | % |  | 6.8   | % |  | 6.5   | %
|Income from continuing operations          |  | 3.2                        | % |  | 1.6                      | % |  | 2.1   | % |  | 1.6   | %
|(Loss) income from discontinued operations |  | -0.5                       | % |  | 0.0                      | % |  | -0.5  | % |  | -0.1  | %
|Net income                                 |  | 2.7                        | % |  | 1.6                      | % |  | 1.6   | % |  | 1.4   | %

Comparison of the three month periods ended June 30, 2005 and 2006

Consolidated revenues increased $1.0 million, or 2.1%, from $49.0 million in the second quarter of 2005 to $50.0 million in the second quarter of 2006. Revenues increased
by $1.0 million or 15.4% in the U.S. market research segment from $6.6 million in 2005 to $7.6 million in 2006. Revenues also increased $358,000, or 1.0%, in the social research segment from $36.2 million in 2005 to $36.6 million in 2006, while
revenues decreased $207,000, or 3.6%, in the U.K. market research segment from $5.7 million in 2005 to $5.5 million in 2006. The increase or decrease in revenues in the various operating segments was primarily due to higher or lower demand for
services, except for the U.K. market research, where the appreciation of the U.S. dollar relative to the U.K. pound reduced revenues by $66,000.

Consolidated cost of revenues increased $1.1 million, or 3.1%, from $35.2 million in the second quarter of 2005 to $36.3 million in the second quarter of 2006, consistent with increased revenues. Gross profit as a percentage of revenues
decreased from 28.1% in 2005 to 27.4% in 2006. In the U.S. market research segment, cost of revenues increased $902,000 or 21.1% from $4.3 million in 2005 to $5.2 million in 2006, while gross profit as a percentage of revenues decreased from



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##### Table of Contents

34.8% in 2005 to 31.6% in 2006. In the social research segment, cost of revenues increased $578,000, or 2.2%, from $26.9 million in 2005 to $27.5 million in
2006, while gross profit as a percentage of revenues decreased from 25.8% in 2005 to 24.9% in 2006. In the U.K. market research segment, cost of revenues decreased $309,000, or 8.7%, from $3.6 million in 2005 to $3.3 million in 2006, while gross
profit as a percentage of revenues in the U.K. market research segment increased from 37.5% in 2005 to 40.8% in 2006. Cost of revenues in the U.K. market research were reduced by $36,000 from currency fluctuations.

Selling, general and administrative (SG&A) expenses increased $149,000 or 1.6% from $9.4 million in 2005 to $9.5 million in 2006. As a percentage of
revenues, consolidated SG&A expenses declined from 19.2% in 2005 to 19.1% in 2006. In the U.S. market research segment, SG&A expenses increased $583,000 or 26.2% from $2.2 million in 2005 to $2.8 million in 2006, or as a percentage of
revenues, from 34.0% in 2005 to 37.2% in 2006. The increase in the U.S. market research segment SG&A expenses included stock-based compensation expense of $163,000 resulting from our adoption of SFAS No. 123(R). The increase was partially
offset by a $374,000 decrease in the social research segment or as a percentage of revenues, a decrease from 14.4% in 2005 to 13.2% in 2006. SG&A expense in the U.K. market research remained relatively constant at $1.8 million in 2005 and 2006,
while SG&A as a percentage of revenues in the U.K. market research increased from 32.2% in 2005 to 32.4% in 2006. SG&A expense in the U.K. market research segment was reduced by $22,000 due to the appreciation of the U.S. dollar relative to
the U.K. pound.

Depreciation and amortization expense increased $139,000, or 16.8%, from $829,000 in 2005 to $968,000 in 2006 as a result of increases in
the related asset base in the second half of 2005 and the first quarter of 2006 in the social research and U.K. market research segments, due to our investment in technology, offset by reductions in the U.S. market research business unit. As a
percentage of revenues, depreciation and amortization expense increased from 1.7% in 2005 to 1.9% in 2006.

Interest expense increased $779,000, or 91.1%,
from $855,000 in the second quarter of 2005 to $1.6 million in the second quarter of 2006 due to interest expense on the subordinated debt issued in July 2005 and rising interest rates on our variable rate debt.

Other non-operating expense, net, increased by $10,000 from $20,000 in the second quarter of 2005 to $30,000 in the second quarter of 2006 primarily due to non-cash
foreign exchange losses.

The provision for income tax expense for the second quarter of 2005 and 2006 was $1.1 million and $746,000, respectively. The
income tax provision is higher than statutory rates in 2005 and 2006, respectively, due to the fact that we are not deriving tax benefits from certain state and non-U.S. losses.

In December 2005, we divested our former teleservices business. We also commenced the closure of non-strategic international market research operations due to inconsistent operating results and a determination that
these operations were not strategic in providing the Companys services to its global clients. These closures are expected to be completed in the third quarter of 2006. (Loss) income from discontinued operations, net of tax, was $(245,000) and
$8,000 in the second quarter of 2005 and 2006 respectively.

As a result of the foregoing, net income decreased from $1.3 million in the second quarter of
2005 to $785,000 in the second quarter of 2006.

Comparison of the six month periods ended June 30, 2005 and 2006

Consolidated revenues increased $2.1 million, or 2.2%, from $95.2 million in 2005 to $97.3 million in 2006. Revenues increased by $1.2 million, or 1.7%, in the social
research segment from $70.1 million in 2005 to $71.2 million in 2006. In the U.S. market research segment, revenues increased $1.2 million, or 9.2%, from $13.0 million in 2005 to $14.2 million in 2006, and a remained relatively stable at $11.1
million, in the U.K. market research segment. The increase in revenues in the various operating segments was primarily due to higher demand for services, except for the U.K. market research, where the appreciation of the U.S. dollar relative to the
U.K. pound reduced revenues by $502,000.



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##### Table of Contents

Consolidated cost of revenues increased $1.9 million, or 2.8%, from $68.5 million in 2005 to $70.4 million in 2006,
consistent with increased revenues. Gross profit as a percentage of revenues decreased from 28.0% in 2005 to 27.7% in 2006. In the social research segment, cost of revenues increased $1.2 million, or 2.3%, from $51.8 million in 2005 to $53.0 million
in 2006, while gross profit as a percentage of revenues decreased from 26.0% in 2005 to 25.6% in 2006. In the U.S. market research segment, cost of revenues increased $913,000, or 10.4%, from $8.8 million in 2005 to $9.7 million in 2006, while gross
profit as a percentage of revenues in the U.S. market research segment decreased from 32.4% in 2005 to 31.7% in 2006. In the U.K. market research segment, cost of revenues decreased $110,000 or 1.6% from $6.9 million in 2005 to $6.8 million in 2006,
while gross profit as a percentage of revenues increased from 37.7% in 2005 to 38.6% in 2006, reflecting increased efficiency and productivity. Cost of revenues in the U.K. market research were reduced by $309,000 from currency fluctuations.

Selling, general and administrative (SG&A) expense increased $153,000 or 0.8% from $18.6 million in 2005 to 18.7 million in 2006. As
a percentage of revenues, consolidated SG&A expenses decreased from 19.5% in 2005 to 19.3% in 2006. In the U.S. market research segment, SG&A expenses increased $784,000 from $4.5 million in 2005 to $5.3 million in 2006, or as a percentage
of revenues, from 35.0% in 2005 to 37.6% in 2006. The increase in the U.S. market research segment SG&A expenses included stock-based compensation expense of $290,000 resulting from our adoption of SFAS No. 123(R). The increase was offset
by a $399,000 decrease in the social research segment from $10.1 million in 2005 to $9.7 million in 2006, or as a percentage of revenues, a decrease from 14.4% in 2005 to 13.6% in 2006, and a $233,000 decrease in the U.K. market research segment
from $3.7 million in 2005 to $3.5 million in 2006 or as a percentage of revenues from 33.5% in 2005 to 31.6% in 2006. SG&A expense in the U.K. market research segment was reduced by $159,000 from currency fluctuations.

Depreciation and amortization expense increased $286,000, or 17.8%, from $1.6 million in 2005 to $1.9 million in 2006, as a result of increases in the related asset base
in the second half of 2005 and first quarter in 2006 in the social research and U.K. market research segments, due to our investment in technology, offset by reductions in the U.S. market research business unit. As a percentage of revenues,
depreciation and amortization expense increased from 1.7% in 2005 to 1.9% in 2006.

Interest expense increased $116,000, or 3.7%, from $3.1 million in 2005
to $3.3 million in 2006 due to interest expense from the subordinated debt issued in July 2005 and rising interest rates on our variable rate debt, offset by a refinancing charge of $1.2 million in the March 2005 refinancing.

Other non-operating expense, net, increased by $1,000 from $43,000 in 2005 to $44,000 in 2006 primarily due to lower non-cash foreign exchange income.

The provision for income tax expense for 2005 and 2006 was $1.3 million and $1.5 million, respectively. The income tax provision is higher than statutory rates in 2005
and 2006, respectively, due to the fact that we are not deriving tax benefits from certain state and non-U.S. losses.

In December 2005, we divested our
former teleservices business. We also commenced the closure of non-strategic international market research operations due to inconsistent operating results and a determination that these operations were not strategic in providing the Companys
services to its global clients. These closures are expected to be completed in the third quarter of 2006. Loss from discontinued operations, net of tax, was $495,000 and $138,000 in 2005 and 2006 respectively.

As a result of the foregoing, net income decreased from $1.5 million in 2005 to $1.4 million in 2006.



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##### Table of Contents

Liquidity and Capital Resources

Cash Flows

At June 30, 2006, working capital was $25.9 million. Net cash provided by operating
activities for the six-month period ended June 30, 2005 was $351,000 compared to net cash provided by operating activities of $435,000 for the same period in 2006. For the six-month period ended June 30, 2005, the net cash provided by
operating activities was primarily generated by income from continuing operations of $2.0 million, adjusted for depreciation and amortization, and other non-cash items, totaling $2.7 million, increase in accounts payable of $243,000, and increase in
accrued expenses and other liabilities of $4.7 million, offset by increases in accounts receivable and other assets of $8.1 million and $969,000, respectively. Net cash provided by operating activities of discontinued operations for the six month
period ended June 30, 2005 was $55,000. For the same period in 2006, the net cash provided by operating activities was primarily generated by income from continuing operations of $1.5 million, adjusted for depreciation and amortization, and
other non-cash items, totaling $2.6 million, increase in accounts payable of $1.1 million offset by decreases in accrued expenses and other liabilities of $520,000, and increase in accounts receivable and other assets of $4.0 million and $303,000,
respectively. Net cash provided by operating activities of discontinued operations for the six-month period ended June 30, 2006 was $56,000.

Investing activities for the six-month period ended June 30, 2005 consisted of capital expenditures of $1.9 million as compared to $1.6 million for the same period in 2006. The majority of the spending on capital items was for the
replacement of technology. Capital expenditures incurred in discontinued operations for the six month period ended June 30, 2005 totaled $162,000.

Financing activities for the six-month period ended June 30, 2005 included a net increase in borrowings totaling $2.6 million, and payments for loan amendment fees and capital leases of $495,000 and $117,000 respectively, offset in
part by proceeds from the sale of our common stock under our various stock purchase plans and the exercises of stock options totaling $331,000. Financing activities for the six-month period ended June 30, 2006 included a net increase in
borrowings of $842,000, payments for loan amendment fees and capital leases of $231,000 and $67,000, respectively, and proceeds of $621,000 from the sale of our common stock under our various stock purchase plans and exercise of options
and warrants.

Credit Facilities

In May 2004,
we entered into a secured revolving credit facility of $35.0 million with Citizens Bank of Pennsylvania and First Horizon Bank (the Senior Revolving Facility). The Senior Revolving Facility was for a three-year term and is secured
by substantially all of our assets. In May 2006, we extended the maturity on the Senior Revolving Facility from May 3, 2007 to April 30, 2009. The Senior Revolving Facility carries an interest rate at our discretion of either the financial
institutions designated base rate (8.25% at June 30, 2006,) plus 100 basis points or LIBOR (3-month LIBOR was 5.48% at June 30, 2006) plus 300 basis points. As of June 30, 2006, there was approximately $7.1 million of additional
credit available under the Senior Revolving Facility.

In March 2005, we entered into a new secured term loan of $15.0 million with Citizens Bank of
Pennsylvania and First Horizon Bank (the Term Loan). The Term Loan is for a five-year term and is secured by substantially all of our assets. The Term Loan carries an interest rate of LIBOR plus 350 basis points, requires principal
payments of $750,000 per quarter and matures in 2010. The proceeds from the Term Loan and a drawdown from the Senior Revolving Facility were used to prepay secured and unsecured subordinated notes in the combined amount of $20.5 million. We
wrote-off unamortized fees in the amount of $813,000 and incurred prepayment penalties in the amount of $362,000 in connection with this transaction in the first quarter of 2005.



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In July 2005, we issued $20.0 million of unsecured subordinated notes to The Royal Bank of Scotland. These notes mature
in July 2011, carry cash interest of 14% per year and have no interim principal amortization. The proceeds from the issuance of these unsecured subordinated notes were used to finance the repurchase of interests in the Company held by LLR
Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. (the LLR Partnerships or LLR). The transaction consisted of (i) the repurchase of 1,176,458 common shares purchased by LLR on September 1, 2000;
(ii) a warrant to purchase 740,500 common shares; (iii) rights to convert the common shares into preferred shares with an annual dividend obligation of $1.2 million; (iv) anti-dilution rights and warrants; and (v) other rights.

We are required to maintain certain financial covenants under our credit facilities, such as minimum earnings, debt-to-earnings, interest coverage, and
other financial ratios. In addition, covenants under our credit facilities limit or prohibit our ability to incur additional debt, prepay specified types of indebtedness, pay dividends, make investments, sell assets, or engage in mergers and
acquisitions.

In September 2005, we entered into an interest rate cap agreement with Citizens Bank to hedge our interest rate risk exposure on the Term
Loan due to its variable interest rate. The interest rate cap qualified as a cash flow hedge pursuant to SFAS No. 133. The interest rate cap is set at a LIBOR rate of 4.5%, has a remaining life matching the Term Loan, is based upon a notional
amount of $13.5 million, and was purchased for a premium of $106,000. Changes in the fair value of the interest rate cap are reported as a component of Other Comprehensive Income and reclassified into earnings in the period or periods during which
the interest rate on the Term Loan exceeds the interest rate cap.

For the three and six months ended June 30, 2006, the value of the interest rate
cap increased by approximately $40,000 and $92,000, respectively; such amount, net of tax, is reflected in Other Comprehensive Income. We reclassified approximately $17,000, before tax, into earnings for the three and six months ended June 30,
2006.

Capital Expenditures

We currently have
no material capital expenditure commitments and no acquisition related commitments.

We believe that our current sources of liquidity and capital will be
sufficient to fund our long-term obligations and working capital needs until April 2009, at which time our Senior Revolving Facility matures.



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|------- | ---------------------------------------------------------

There
have been no significant changes in market risk since December 31, 2005 that would have a material effect on the Companys risk exposure as previously disclosed in the Companys Annual Report on Form 10-K for the year ended
December 31, 2005.

It has not been our practice to enter into foreign exchange contracts, but we may use such contracts in the future if we deem them
to be an appropriate resource to manage our exposure to movements in foreign currency exchange rates. We do not consider our current foreign exchange exposure, which is primarily related to changes between the U.S. dollar and the U.K. pound, to be
material. Although the impact of changes in foreign exchange rates may be significant to our revenues, cost of revenues and operating expenses when considered individually, the net impact on our results of operations has not been significant.

The following table provides information about the financial instruments that are sensitive to changes in interest rates. For debt obligations, the table
presents the expected principal cash flows and related weighted average interest rates as of June 30, 2006 by expected maturities.

Interest Rate Sensitivity

Principal (Notional) Amount by Expected Maturity

Average Interest (Cap) Rate

(in
thousands)



|                                          |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|----------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ------ |  | ---------- | --- | ----- | - | ------------------- |  | - | - |  | - | ------ |  | - | ------
|                                          |  | 2006 |       | 2007 |   | 2008  |  | 2009 |       | 2010 |   | 2011   |  | Thereafter |     | Total |   | Fair Value6/30/2006
|Liabilities                               |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|Long-term debt including current portion: |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|Variable rate debt:                       |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|LIBOR + 3.0%, Prime +1%                   |  | $    |      |      | $ |      |  | $    |      |      | $ | 27,913 |  | $          |    |       | $ |                    |  | $ |  |  | $ | 27,913 |  | $ | 27,913
|LIBOR + 3.5%                              |  |      | 1,500 |      |   | 3,000 |  |      | 3,000 |      |   | 3,000  |  |            | 750 |       |   |                    |  |   |  |  |   | 11,250 |  |   | 11,250
|Fixed rate debt - 14.0%                   |  |      |      |      |   |      |  |      |      |      |   |       |  |            |    |       |   | 20,000              |  |   |  |  |   | 20,000 |  |   | 18,051
|                                          |  |      |       |      |   |       |  |      |      
|Interest Rate Derivative Financial        |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|Instrument Related to Debt                |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|Interest Rate Cap:                        |  |      |       |      |   |       |  |      |       |      |   |        |  |            |     |       |   |                     |  |   |   |  |   |        |  |   |       
|Cap rate at 4.5%                          |  |      |      |      |   |      |  |      |      |      |   |       |  |            | 216 |       |   |                    |  |   |  |  |   | 216    |  |   | 216   



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our chief executive officer and chief
financial officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act) as of the end of the period covered by this report (the Evaluation Date). Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions
rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

There has not been any change in our internal control over financial reporting during the three and six month periods ended June 30, 2006 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II: OTHER INFORMATION

Item 1.        Legal Proceedings

On December 2, 2004, several
persons who purported to be stockholders of the Company filed a derivative complaint against the Company and its directors in the Chancery Court of the State of Delaware challenging the decision to repurchase certain interests in the Company held by
LLR. The plaintiffs alleged, among other things, that the purchase price the Company intended to pay for certain of the interests held by LLR would constitute a waste of corporate assets. The complaint further alleged that, in approving the offering
and the repurchase of the interests held by LLR, the directors did not act on the Companys behalf or on behalf of its stockholders but, rather, breached their fiduciary duties of good faith and loyalty to the Company and its stockholders.
Finally, the complaint alleged that Janney Montgomery Scott LLC (JMS), an independent valuation firm, materially overvalued the LLR interests in its opinion to the Companys board of directors that the Companys repurchase of
the LLR interests was fair, from a financial point of view, to the stockholders other than LLR.

Thereafter, the Company and LLR modified
the terms on which the repurchase would be completed, the Company issued senior subordinated notes to finance the repurchase and, in July of 2005, the Company repurchased all of LLRs interests in the Company for $20 million. The plaintiffs
then amended their complaint to challenge the repurchase as completed but again alleged that the Company paid too much for the LLR interests, that the directors breached their duties of good faith and loyalty in approving the repurchase on the
modified terms and that JMS overvalued the LLR interests when it opined that the repurchase of the LLR interests was fair from a financial point of view, to the stockholders other than LLR.

We have not accrued any costs, beyond incurred legal costs, for expense relating to this matter as the Company and its directors believe plaintiffs
allegations have no merit and we intend to vigorously defend the actions challenged in the plaintiffs amended complaint. Any expense to be incurred in conjunction with this matter cannot reasonably be estimated at this time.



|Item 1A. | Risk Factors
|-------- | ------------

Not Applicable.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

None.



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##### Table of Contents

|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

The Annual Meeting of Stockholders of the Company was held on May 16, 2006 at the Companys headquarters. The following proposals were submitted to a vote of stockholders:



| | 1. | To elect two Directors to serve until the 2009 Annual Meeting of Stockholders of the Company and until their successors have been duly elected and qualified.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|                  |  |           |  |               
|----------------- |  | --------- |  | --------------
|Nominee           |  | Votes For |  | Votes Withheld
|Frank J. Quirk    |  | 4,369,495 |  | 860,655       
|Robert D. LeBlanc |  | 4,386,495 |  | 843,655       



| | 2. | To ratify the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the year ending December 31, 2006.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |               |  |             |  |                 
|--------- |  | ------------- |  | ----------- |  | ----------------
|Votes For |  | Votes Against |  | Abstentions |  | Broker Non-Votes
|4,713,528 |  | 31,841        |  | 484,781     |  | -               



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------



10.1

Fifth Modification to Business Loan Agreement and Security Agreement dated May 24, 2006 by and among Opinion Research Corporation, Macro International Inc., Social and Health Services,
Ltd., ORC Holdings, Ltd., ORC International Ltd., Citizens Bank and First Horizon Bank.*10.2

Second Modification to Business Loan Agreement and Security Agreement dated May 24, 2006 by and among Opinion Research Corporation, Macro International Inc., Social and Health Services, Ltd.,
ORC Holdings, Ltd., ORC International Ltd., and The Royal Bank of Scotland.*31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-15(e) or 15d-15(e) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


---

|* | Filed herewith
|- | --------------



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##### Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |  |  |                              |  |                    |  |                                                     
|--------------------- |  |  |  | ---------------------------- |  | ------------------ |  | ----------------------------------------------------
|                      |  |  |  | Opinion Research Corporation
|                      |  |  |  | (Registrant)                
|                      |  |  | 
|Date: August 14, 2006 |  |  |  |                              |  | /s/ Douglas L. Cox
|                      |  |  |  |                              |  |                    |  | Douglas L. Cox                                      
|                      |  |  |  |                              |  |                    |  | Executive Vice President and Chief Financial Officer
|                      |  |  |  |                              |  |                    |  | (Principal Financial and Accounting Officer)        



23