FACILITY "B" NOTE

$10,000,000                                                       March 21, 2000

                  TOTAL   RESEARCH    CORPORATION,    a   Delaware   corporation
(hereinafter called the "Borrower"),  for value received, hereby promises to pay
to the order of  SUMMIT  BANK,  a New  Jersey  bank  (which,  together  with its
successors and assigns,  will be called the "Bank"), the principal amount of Ten
Million Dollars  ($10,000,000),  or so much thereof as is outstanding  under the
Credit  Agreement  (as  hereinafter  defined),  on June 30, 2002 (the  "Maturity
Date").  All accrued and unpaid  interest  shall be due and payable on the first
day of the first  calendar  month  following  the date of this Note,  and on the
first day of each month thereafter, and on the Maturity Date.
         This Note is the  "Facility B Note"  referred to in the Second  Amended
and Restated Credit Agreement dated the date hereof between the Borrower and the
Bank.  (the  "Credit  Agreement").  This Note is  entitled to the  benefits  and
security  provided  for in the Credit  Agreement  and the other  agreements  and
documents executed and delivered in connection therewith.
         This Note  supersedes  and  replaces  the  Facility  C Note dated as of
December 1, 1999 from the Borrower to the Bank in the



<PAGE>

maximum principal amount of $2,500,000 (the "Superseded Note").  Nothing herein
shall be construed to be a  termination  of, or a novation  with respect to, the
indebtedness  heretofore  evidenced by the  Superseded  Note,  or to abrogate or
otherwise  adversely  affect the  existence  or priority of any and all security
interests,  mortgages,  or  other  liens in  favor  of the  Bank  securing  such
indebtedness.
         Subject to the  provisions  of this Note  hereinafter  set  forth,  the
principal  amount of this  Note  outstanding  from time to time (the  "Principal
Balance")  shall bear interest at the Floating Rate.  The term  "Floating  Rate"
shall mean a rate per annum  which  initially  is the Base Rate (as  hereinafter
defined) from time to time. As used herein,  the term "Base Rate" means the rate
of interest  established  by the Bank from time to time as its reference rate in
making  loans,  but  does  not  reflect  the  rate of  interest  charged  to any
particular class of borrowers.  The Borrower  acknowledges that the Base Rate is
not tied to any  external  rate of  interest  or index.  The  Floating  Rate for
purposes  hereof will change  automatically  and immediately as of each date the
Bank changes the Base Rate,  without  notice to the


                                       2
<PAGE>

Borrower.  Interest  shall be charged on the basis of the actual  number of days
elapsed, over a year of 360 days.
                  The Floating  Rate shall be adjusted  quarterly  such that the
increment  over the Base  Rate or under the Base  Rate,  as the case may be (the
"Floating  Rate  Margin")  shall vary based upon the  Borrower's  ratio of Total
Liabilities to Tangible Net Worth (as such capitalized  terms are defined in the
Credit Agreement) in accordance with the following schedule:


Ratio of Total Liabilities
 to Tangible Net Worth                      Margin
 ---------------------                      ------

3 to 1 or greater                            - 0-
Between 1.50 to 1 and 2.99 to 1             (-1/4%)
Below 1.50 to 1                             (-1/2%)

                  Borrower shall have the option  (hereinafter called the "LIBOR
Rate Option") from time to time in the manner  hereinafter  set forth to convert
the  interest  rate on any portion of the  Principal  Balance  from time to time
bearing interest at the Floating Rate (or which would otherwise bear interest at
the Floating Rate on any Roll Over Date but for the exercise of this option) and
any advance  about to be made  pursuant to the Credit  Agreement  (each,  a "New
Advance"),  from the Floating Rate to a LIBOR Rate (as hereinafter defined). For
the  purposes  of the LIBOR Rate  Option,  the  following  terms  shall have the
following meanings:

                                       3
<PAGE>

                  (i) The   term  "Business  Day"  shall  mean any  day on which
          commercial  banks settle payments in U.S.  dollars in London,  England
          and New York.

                  (ii)  The  term  "Interest   Period"  shall  mean  the  period
         commencing on the date so specified in Borrower's notice to Bank of any
         election  to  exercise  the  LIBOR  Rate  Option  and  ending on a date
         specified  in such  notice,  which  ending date (a) shall be either one
         month,  two  months,  or three  months  after the  commencement  of the
         Interest  Period,  and (b) shall not be beyond the  Maturity  Date.  No
         Interest  Period shall  commence  other than on a Business  Day. If any
         Interest  Period shall end on a day which is not a Business  Day,  such
         Interest Period shall be extended to the next succeeding  Business Day,
         unless  such  next  succeeding  Business  Day  would  fall in the  next
         calendar month,  in which event,  such Interest Period shall end on the
         next preceding Business Day.

                  (iii) The term "Roll Over Date" shall mean the day immediately
         following the last day of an Interest Period.

                  (iv) The term  "Fixed  LIBOR Rate" shall mean a rate per annum
         (rounded  to the  nearest  1/16 of 1%,  or if  there is no  nearest  of
         1/100,000  of 1%,  to the next  highest  1/16 of 1%)  equal to the rate
         quoted at approximately 9:00 a.m. New York time, by New York dealers of
         London interbank  deposits selected by the Bank two Business Days prior
         to the first day of such Interest Period for the purchase at face value
         of U.S. dollar deposits in immediately available funds for a period and
         in an amount  comparable  to the  applicable  Interest  Period  and the
         Principal Balance outstanding during such Interest Period, with respect
         to which Borrower has exercised the LIBOR Rate Option.

                  (v) The term "Adjusted LIBOR Rate" shall mean a rate per annum
         (rounded  upwards,  if necessary,  to the next 1/16 of 1%) equal to the
         product  arrived at by multiplying the Fixed LIBOR Rate with respect to
         the applicable  Interest Period by a fraction (expressed as a decimal),
         the numerator of which shall be the number one and the  denominator  of
         which shall be the number one minus the aggregate  reserve  percentages
         (expressed as a decimal) from time to time  established by the Board of
         Governors of the Federal  Reserve  System of the United  States and any
         other  banking  authority  to which Bank is now or  hereafter  subject,
         including,  but not limited to any reserve on Eurocurrency  Liabilities
         as defined in  Regulation  D of the Board of  Governors  of the Federal
         Reserve  System of the  United  States at the ratios


                                       4
<PAGE>

         provided  in such  Regulation  from time to time,  it being agreed that
         the amount  of the Principal  Balance bearing  interest at a LIBOR Rate
         shall be deemed  to constitute Eurocurrency Liabilities,  as defined by
         such  Regulation,  and  it being further agreed that such  Eurocurrency
         Liabilities shall be deemed  to be subject to such reserve requirements
         without  benefit of or credit  for  prorations,  exceptions  or offsets
         that may be available to Bank  from time to time under such  Regulation
         and irrespective of whether Bank  actually maintains all or any portion
         of such reserve.

         (vi) The term  "LIBOR  Rate"  shall mean a rate per annum  equal to the
         Adjusted LIBOR Rate with respect to the applicable Interest Period plus
         a margin (the "LIBOR  Margin") which initially shall be 2.50% and shall
         vary based upon the Borrower's  ratio of Total  Liabilities to Tangible
         Net  Worth  (as  such  capitalized  terms  are  defined  in the  Credit
         Agreement) in accordance with the following schedule:

         Ratio of Total Liabilities
           to Tangible Net Worth                     Margin
           ---------------------                     ------

         3 to 1 or greater                            2.50%
         Between 1.50 to 1 and 2.99 to 1              2.25%
         Below   1.50 to 1                            2.00%

         The LIBOR Rates and the  components  thereof shall be calculated on the
basis  of  the  actual  number  of  days  elapsed  over  a  360-day  year.  Each
determination  of a LIBOR Rate shall be made by Bank and shall be conclusive and
binding upon Borrower absent manifest error.
         Borrower shall give Bank irrevocable  written notice of any election to
exercise  the LIBOR Rate  Option at least three (3)  Business  Days prior to the
commencement  of an Interest  Period,  which notice shall specify the portion of
the  Principal  Balance or New  Advance  with  respect to which the  Borrower is
making the


                                       5
<PAGE>

election,  the date upon  which  such  Interest  Period is to  commence  and its
duration.  Bank shall,  as soon as  practicable  after 9:00 a.m.,  New York City
time, two (2) Business Days prior to the  commencement  of the Interest  Period,
determine the LIBOR Rate  applicable to the portion of the Principal  Balance or
New Advance  specified  in such notice and inform  Borrower of the LIBOR Rate so
determined.  Such LIBOR Rate shall be applicable to the portion of the Principal
Balance or such New Advance for the duration of the Interest Period specified by
the Borrower in such notice.  The interest rate applicable to the portion of the
Principal  Balance or New Advance with  respect to which  Borrower has elected a
LIBOR Rate, shall revert from the LIBOR Rate applicable  thereto to the Floating
Rate as of the Roll Over Date applicable  thereto,  unless the Borrower properly
elects another LIBOR Rate Option in accordance with the above  provisions.  Bank
shall be under no duty or obligation  to notify  Borrower that the interest rate
on any portion of the Principal  Balance is about to revert from a LIBOR Rate to
the Floating Rate.
         The LIBOR  Rate  Option  may only be  exercised  by the  Borrower  with
respect to portions of the Principal  Balance or New  Advances,  which (a) would
bear interest at the Floating Rate on the date of commencement of the applicable
Interest Period,  but for the exercise by the Borrower of the LIBOR Rate Option,
and (b) are equal to or in excess of $100,000.  The Borrower's right to exercise
the LIBOR  Rate  Option  shall be  conditioned  upon the


                                       6
<PAGE>

Borrower not being in default  under this Note or the Credit  Agreement.  At any
one time during the term of this Note there shall not be, in the aggregate, more
than three (3) Interest Periods in effect under the LIBOR Rate Option.
         If in any instance  the Bank shall waive one or more of the  conditions
or  limitations  to the exercise by the Borrower of the LIBOR Rate Option,  such
waiver  shall  apply  only to the  instance  in which  given  and  shall  not be
construed as a waiver of any such  condition or  limitation  with respect to any
subsequent exercise by the Borrower of the LIBOR Rate Option.
         In the event,  and on each  occasion,  that on the day two (2) Business
Days prior to the commencement of an Interest Period, Bank shall have determined
(which  determination shall be conclusive and binding upon Borrower) that dollar
deposits  in an  amount  approximately  equal to the  portion  of the  Principal
Balance  or New  Advance,  at the time  Borrower  has  exercised  the LIBOR Rate
Option, are not generally available at such time in the London interbank market,
or the rate at which such dollar  deposits are being offered will not adequately
and fairly reflect the cost to Bank of making or maintaining a LIBOR Rate on the
portion of the Principal  Balance or New Advance,  or of funding the same in the
London interbank market during such Interest Period,  or reasonable means do not
exist for  ascertaining  a LIBOR  Rate,  or a LIBOR  Rate on the  portion of the
Principal Balance or New Advance would be in excess of the maximum interest rate
which


                                       7
<PAGE>

Borrower may by law pay, Bank shall so notify Borrower and the Principal Balance
or New Advance shall continue to bear interest at the Floating Rate.
         If any change in any law or regulation or in the interpretation thereof
by any governmental  authority charged with the administration or interpretation
thereof  shall make it unlawful  for Bank to make or  maintain  LIBOR Rates with
respect to the Principal  Balance or to fund  portions of the Principal  Balance
bearing  interest  at a LIBOR  Rate in the  London  interbank  market or to give
effect to its  obligations as  contemplated  hereby,  then the LIBOR Rate Option
shall  immediately  terminate  and upon  notice  by Bank to  Borrower  any LIBOR
Rate(s)   applicable  to  the  Principal  Balance  or  parts  thereof  shall  be
automatically  converted to the Floating Rate and Borrower  shall pay to Bank an
amount  equal to the  prepayment  premium  which  would be due  pursuant  to the
provisions  of this Note  hereinafter  set forth upon a  prepayment  of the same
prior to the Roll Over Date  applicable  thereto.  Any  notice  given by Bank to
Borrower  pursuant to this paragraph shall, if lawful,  be effective on the last
day of any existing Interest Periods.
         Borrower shall  indemnify the Bank against any loss or expense that the
Bank may sustain or incur as a  consequence  of any  failure by the  Borrower to
take down any portion of a New Advance  pursuant  to the Credit  Agreement  with
respect to which Borrower has exercised the LIBOR Rate Option, or default by the



                                       8
<PAGE>

Borrower in the payment of any portion of the  Principal  Balance or New Advance
bearing  interest  at a LIBOR  Rate,  or any part  thereof or  interest  accrued
thereon at a LIBOR Rate, as and when due and payable,  or the  occurrence of any
event of default specified in this Note or the Credit Agreement,  including, but
not  limited  to,  any loss or  reasonable  expense  sustained  or  incurred  in
liquidating  or  reemploying  deposits from third parties  acquired to effect or
maintain any LIBOR Rate with respect to any portion of the Principal  Balance or
any New  Advance  about to be made  pursuant to the Credit  Agreement.  The Bank
shall provide to the Borrower a statement explaining the amount of any such loss
or expense,  which  statement  shall be conclusive and binding upon the Borrower
absent manifest error.
         Borrower  shall from time to time,  upon request of the Bank,  sign and
deliver to the Bank a letter  agreement in form  reasonably  satisfactory to the
Bank  indicating  as of the date  thereof  (a) the  respective  portions  of the
Principal  Balance which bear interest at the Floating Rate and LIBOR Rates, and
(b) the LIBOR Rates  applicable  to each portion of the  Principal  Balance with
respect to which the Borrower has exercised  the LIBOR Rate Option,  and (c) the
respective Roll Over Dates  applicable to each portion of the Principal  Balance
with respect to which LIBOR Rates are applicable.



                                       9
<PAGE>

         All  payments on this Note shall be made in lawful  money of the United
States at the office of the Bank at 301 Carnegie Center, CN 5316, Princeton, New
Jersey  08543-5316,  or at such  other  place as the Bank may  designate  to the
Borrower in writing from time to time.  Each payment  shall be applied  first to
accrued and unpaid  interest and late  charges (if any),  and the balance to the
outstanding principal hereof.
         This Note may be prepaid, in whole or in part at any time and from time
to time and,  for so long as a  Floating  Rate is in  effect,  without  penalty,
premiums or costs. If all or any portion of the Principal Balance is prepaid, or
if the  maturity of the Note is  accelerated  by the Bank  following an Event of
Default, while a LIBOR Rate is in effect, then Borrower shall pay to the Bank on
demand  such amount as shall be  sufficient  (in the  reasonable  opinion of the
Bank) to compensate  the Bank for any and all losses,  costs and expenses  which
Bank reasonably  determines are attributable to such prepayment or acceleration.
Such  compensation  shall  include,  but is not  limited  to the amount (if any)
determined  by the Bank to be the excess of:  (i) the amount of  interest  which
otherwise  would have  accrued on the  Principal  Balance  (or  portion  thereof
prepaid)  for the  period  from  and  including  the date of the  prepayment  or
acceleration  to and including the last day of the then current  Interest Period
at the  applicable  LIBOR Rate;  over (ii) the amount of interest the Bank would
have bid to New York  dealers of London  interbank


                                       10
<PAGE>

dollar  deposits for amounts  comparable to such  Principal  Balance (or portion
thereof prepaid) and maturities  comparable to such Interest Period.  The Bank's
determination  of such  compensation  shall be set forth in writing  and, in the
absence of manifest error, be conclusive and binding upon the Borrower. Borrower
acknowledges  and  agrees  that the Bank  may  fund  all or any  portion  of the
Principal  Balance in any legal  manner it chooses,  and  Borrower  shall not be
relieved of its obligation to pay the compensation required by this paragraph by
reason of the manner chosen by the Bank.
          Borrower  recognizes  that the cost to Bank of making  or  maintaining
LIBOR Rates with respect to the  Principal  Balance may  fluctuate  and Borrower
agrees to pay Bank, upon demand,  an additional  amount or amounts as Bank shall
determine  will  compensate  Bank for additional  costs of maintaining  any such
LIBOR Rate as a result of:

                  (i) the imposition of, or changes in, the reserve requirements
         promulgated by the Board of Governors of the Federal  Reserve System of
         the  United  States,  including,  but not  limited  to any  reserve  on
         Eurocurrency  Liabilities  as defined in  Regulation  D of the Board of
         Governors  of the Federal  Reserve  System of the United  States at the
         ratios  provided in such  Regulation from time to time, it being agreed
         that the Principal  Balance  bearing  interest at a LIBOR Rate shall be
         deemed to  constitute  Eurocurrency  Liabilities,  as  defined  by such
         Regulation,   and  it  being  further  agreed  that  such  Eurocurrency
         Liabilities  shall  be  deemed  subject  to such  reserve  requirements
         without benefit of or credit for prorations, exceptions or offsets that
         may be available to Bank from time to time under such  Regulation,  and
         irrespective  of whether Bank actually  maintains all or any portion of
         such reserve; or



                                       11
<PAGE>

                  (ii) any change,  after the date of this Note,  in  applicable
         law or regulation or in the interpretation or administration thereof by
         any  governmental   authority   charged  with  the   interpretation  or
         administration  thereof  (whether or not having the force of law) or by
         any court  changing  the basis of  taxation  of payments to Bank of the
         Principal  Balance or interest on any portion of the Principal  Balance
         bearing  interest at a LIBOR Rate or any other fees or amounts  payable
         under this Note (other than taxes  imposed on the overall net income of
         Bank by the United States or any State, or by any political subdivision
         or taxing authority  thereof),  or imposing,  modifying or applying any
         reserve,  special  deposit or similar  requirement  against  assets of,
         deposits with or for the account of,  credit  extended by, or any other
         acquisition  of funds for  loans by Bank,  or  imposing  on Bank or the
         London Interbank Market any other condition  affecting this Note or the
         Credit  Agreement or the Principal  Balance bearing interest at a LIBOR
         Rate so as to  increase  the cost to Bank of  making or  maintaining  a
         LIBOR  Rate with  respect  to the  Principal  Balance  or to reduce the
         amount of any sum received or receivable by Bank under this Note or the
         Credit Agreement (whether of principal,  interest or otherwise),  by an
         amount  deemed by Bank to be  material,  but  without  duplication  for
         payments required under any other provision of this Note.

Any amount or amounts payable by Borrower to Bank pursuant to  subparagraph  (i)
or (ii) above  shall be paid by Borrower to Bank within ten (10) days of receipt
from Bank of a statement  setting  forth the amount or amounts due and the basis
for the  determination  from  time to time of  such  amount  or  amounts,  which
statement  shall be conclusive and binding upon Borrower  absent manifest error.
Failure on the part of Bank to demand  compensation  for any increased  costs in
any  Interest  Period  shall not  constitute  a waiver of Bank's right to demand
compensation for any increased costs incurred during any such Interest Period or
in any other subsequent or prior Interest Period.



                                       12
<PAGE>

         The LIBOR Margin and Floating  Rate Margin shall be adjusted  quarterly
based upon the Borrower's  consolidated  ratio of Total  Liabilities to Tangible
Net Worth as of the end of the most recent fiscal  quarter for which  Borrower's
quarterly financial  statements have been furnished to the Bank. For example, if
the  Borrower's  financial  statements for the quarter ended March 31 of a given
year are  furnished on May 15, and an  adjustment in the Floating Rate Margin or
LIBOR Margins is required, the adjustment shall be effective June 30. The change
in the LIBOR Margin and Floating  Rate Margin,  if any, as so  determined  shall
take  effect on the first day of April,  July,  October and January in each year
and such LIBOR Margin shall remain in effect for the ensuing three month period.
If any Interest Period is in effect on the date the LIBOR Margin otherwise would
change pursuant to the above provisions,  the LIBOR Rate(s) then in effect shall
not  change,  but shall  remain  in effect  for the  unexpired  portion  of such
Interest  Period(s).  If in any case the Borrower does not deliver its financial
statements  to the Bank  before the date the change in LIBOR  Margin or Floating
Rate Margin would otherwise take effect,  then the Bank may elect, at its option
either:  (i) to not make the LIBOR Rate Option  available to the Borrower  until
such  financial  statements  are delivered and the LIBOR Margin is adjusted;  or
(ii) to  retroactively  change the LIBOR Margin and  Floating  Rate Margin as of
such  date(s),  and  adjust  the  interest  due  hereon  as soon as  practicable
following delivery of such financial  statements to the Bank. If the Bank elects
to make the


                                       13
<PAGE>

adjustments  described in clause (ii) and additional interest is due to the Bank
by reason of an  increase  in the LIBOR  Margin or Floating  Rate  Margin,  such
amount shall due and payable upon demand.  If amounts are due to the Borrower by
reason of a decrease in the LIBOR Margin or Floating  Rate Margin,  such amounts
shall  be  credited  against  the next  monthly  interest  payment  due from the
Borrower.
         To the extent permitted by law,  whenever there is any Event of Default
under this Note, the rate of interest on the unpaid principal  balance shall, at
the  option of the  Bank,  be three  percent(3%)  per annum in excess of rate of
interest  otherwise in effect herein.  The Borrower  acknowledges  that: (i)such
additional rate is a material inducement to Bank to make the loan, (ii) the Bank
would not have made the loan in the absence of the  agreement of the Borrower to
pay such default rate,  (iii) such additional rate represents  compensation  for
the increased  risk to the Bank that the loan will not be repaid,  and (iv) such
additional rate is not a penalty and represents a reasonable estimate of (a) the
cost to Bank in allocating its resources  (both  personnel and financial) to the
ongoing review,  monitoring,  administration and collection of the loan, and (b)
of compensation to Bank for losses that are difficult to ascertain.
         The  Borrower  agrees  to pay all  costs  (including  attorneys'  fees)
incurred by the Bank in collecting this Note following an Event of Default.



                                       14
<PAGE>

         In the event that any payment on this Note shall not be received by the
Bank  within ten (10) days of its due date,  the Bank shall (in  addition to and
not to the  exclusion  of its other  rights  hereunder)  be entitled to, and the
Borrower shall pay to the Bank, a late charge of 5% of the overdue payment,  but
in any case neither less than $25 nor more than $2,500. Late charges assessed by
the Bank are  immediately  due and  payable.  Payments  are  deemed  made on the
banking day payment is received by the Bank;  payments  received after 3:00 p.m.
will be deemed made the next banking day.
         Presentment for payment,  demand, protest, notice of protest and notice
of dishonor  are hereby  waived by all parties to this Note,  whether  Borrower,
endorser, guarantor or surety.
         Anything  in this  Note to the  contrary  notwithstanding,  in no event
shall the interest charged hereon exceed the maximum amount allowed by law.
         No  provision  of this Note may be changed  or waived  orally or by any
course of dealing,  but only by an instrument in writing  signed by the party to
be charged by such change or waiver.
         This Note shall be construed and enforced in  accordance  with the laws
of the  State  of New  Jersey.  The Bank  shall  note in its  standard  business
records, whether manually or electronically maintained, the
date and amount of each  advance and payment  hereunder.  The Bank's  records


                                       15
<PAGE>

of such  advances  and  payments  shall,  in the absence of manifest  error,  be
binding upon the Borrower.
         In  the  event  the  Bank  makes  one  or  more  advances  causing  the
outstanding principal balance hereof to exceed the face amount of this Note, all
such additional advances shall nevertheless be payable on demand and enforceable
pursuant to the terms of this Note.
         IN ANY  LITIGATION  ARISING  OUT OF OR  RELATING  TO ANY OF THE MATTERS
CONTAINED IN THIS NOTE OR ANY OF THE DOCUMENTS  DELIVERED IN CONNECTION HEREWITH
IN  WHICH  THE BANK  AND THE  BORROWER  ARE  ADVERSE  PARTIES,  THE BANK AND THE
BORROWER WAIVE TRIAL BY JURY.
         IN WITNESS  WHEREOF,  the Borrower has executed this Note as of the day
and year first above written.

                                                    TOTAL RESEARCH CORPORATION

                                                  By:/s/ Albert Angrisani
                                                     ---------------------------
                                                     Albert Angrisani, President

                                                  Address of Borrower:
                                                  5 Independence Way
                                                  Princeton, NJ 08543-5303