SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                     BETWEEN

                    TOTAL RESEARCH CORPORATION, AS BORROWER,

                                       AND

                                   SUMMIT BANK


                              Dated: March 21, 2000



<PAGE>
                                      INDEX
                                      -----
                                                                            Page
                                                                            ----
ARTICLE I
         DEFINITIONS AND ACCOUNTING TERMS......................................1
         SECTION 1.01.  Certain Defined Terms..................................1
         SECTION 1.02.  Accounting Terms......................................10

ARTICLE II
         RESTRUCTURING OF OBLIGATIONS TO THE BANK
         LOANS, GUARANTEES, COLLATERAL........................................10
         SECTION 2.01.  Facility A Loan.......................................10
         SECTION 2.02.  Facility B Loan.......................................13
         SECTION 2.03.  Letters of Credit.....................................15
         SECTION 2.04.  Commitment Fee........................................16
         SECTION 2.05.  Letter-of-Credit Fees.................................17
         SECTION 2.06.  Collateral............................................17
         SECTION 2.07.  Payments;.............................................17
         SECTION 2.08.  Prepayments; Termination Fee..........................18
         SECTION 2.09.  Computations..........................................19
         SECTION 2.10.  Late Charge...........................................19

ARTICLE III
         CONDITIONS OF BORROWING..............................................22
         SECTION 3.01.  Closing Conditions....................................22
         SECTION 3.02.  Subsequent Advances...................................25

ARTICLE IV
         REPRESENTATIONS AND WARRANTIES.......................................26
         SECTION 4.01.  Representations and Warranties by
                        the Borrower..........................................26

ARTICLE V
         COVENANTS OF THE BORROWER............................................36
         SECTION 5.01.  Affirmative Covenants of the
                        Borrower Other Than Reporting
                        Requirements..........................................36
         SECTION 5.02.  Negative Covenants of the Borrower....................39
         SECTION 5.03.  Reporting Requirements................................44

ARTICLE VI
         EVENTS OF DEFAULT....................................................47
         SECTION 6.01.  Events of Default.....................................47


<PAGE>

ARTICLE VII
ADDITIONAL PROVISIONS.........................................................51
         SECTION 7.01.  Certain Environmental Matters.........................51
         SECTION 7.02.  Collateral Assignment of Accounts.....................53
         SECTION 7.03.  Stamp Taxes...........................................53
         SECTION 7.04.  Disclosure of Financial Information...................54
         SECTION 7.05.  Letter of Credit and Obligations
                        Absolute and Unconditional............................54

ARTICLE VIII
         MISCELLANEOUS........................................................56
         SECTION 8.01.  No Waiver; Cumulative Remedies........................56
         SECTION 8.02.  Amendments, Etc.......................................57
         SECTION 8.03.  Addresses for Notices, Etc............................57
         SECTION 8.04.  Costs and Expenses; Indemnity.........................59
         SECTION 8.05.  Execution in Counterparts.............................60
         SECTION 8.06.  Governing Law.........................................60
         SECTION 8.07.  Severability of Provisions; Headings..................60
         SECTION 8.08.  Set-Off...............................................61
         SECTION 8.09.  Integration; Entire Agreement.........................61
         SECTION 8.10.  Survival of Agreements................................62
         SECTION 8.11.  Waiver of Trial By Jury...............................62

Schedule A --  Form of Request for Advance

Schedule B --  Supplementary  Information  with  respect  to Representations and
               Warranties

Exhibit A  --  List of Documents Constituting the Prior Agreements

Exhibit B --   Form of Facility "A" Note



<PAGE>


                  SECOND AMENDED AND RESTATED  CREDIT  AGREEMENT dated March 21,
2000  between  Total  Research   Corporation,   a  Delaware   corporation   (the
"Borrower"), and Summit Bank, a New Jersey bank (the "Bank").

                              W I T N E S S E T H:
                              -------------------

                  The  Borrower  and the Bank have  heretofore  entered into the
credit agreements and amendments  thereto  identified and described on Exhibit A
annexed  hereto (as so  amended,  the "Prior  Agreements"),  and wish to further
amend the terms of the Prior Agreements and restate them in a single  agreement.
Without  limiting  the  generality  of the  foregoing,  the Facility A Loans and
Facility B Loans  described in this  Agreement  replace and supersede all credit
facilities   heretofore  in  effect  between  the  Borrower  and  the  Bank.  In
consideration  of the  foregoing,  and for  other  valuable  consideration  (the
receipt  and  sufficiency  of which are hereby  acknowledged),  the Bank and the
Borrower hereby agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Certain  Defined Terms. As used in the Loan Documents or
in any other documents made or delivered  pursuant  thereto,  unless the context
shall otherwise  require,  the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

                           "Acquisition  Sub. 1"  shall  mean  a  company  newly
                  formed and  organized  under  the laws  of England as a

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                  wholly owned  subsidiary  of  the  Borrower  for  the  purpose
                  of facilitating the Romtec Acquisition.

                           "Acquisition  Sub. 2"  shall  mean  a  company  newly
                  formed  and  organized  under  the laws of England as a wholly
                  owned  subsidiary  of  Acquisition  Sub. 1  for the purpose of
                  facilitating the Romtec Acquisition.

                           "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  provided in such Regulation from time to
                  time, it being agreed that the amount of the principal balance
                  of any Loans 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.

                           "Affiliate"  of any  Person  means any  other  Person
                  which, directly or indirectly, controls or is controlled by or
                  is under common control with such Person and, without limiting
                  the generality of the foregoing, includes (i) any Person which
                  beneficially  owns or holds 5% or more of any  class of voting
                  securities of such Person or 5% or more of the equity interest
                  in  such  Person,   (ii)  any  Person  of  which  such  Person
                  beneficially  owns or holds 5% or more of any  class of voting
                  securities or in which such Person  beneficially owns or holds
                  5% or more of the  equity  interest,  and (iii) any  director,
                  officer or employee of such  Person.  For the purposes of this
                  definition,  the term  "control",  as used with respect to any
                  Person, means the possession,  directly or indirectly,  of the
                  power to direct or cause the direction of the  management  and


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                  policies of such  Person,  whether  through the  ownership  of
                  voting securities or by contract or otherwise.

                           "Aggregate Credit Limit" means $10,000,000.

                           "Agreement"  means  this  agreement,  as the same may
                  hereafter be amended or restated from time to time.

                           "Bank"  is  defined  in  the  first paragraph of this
                  Agreement.

                           "Bank Affiliate" means any banking  institution owned
                  by the bank holding company that owns the Bank.

                           "Base Rate" means the fluctuating  rate designated by
                  the Bank as its base rate from time to time.  The Base Rate is
                  determined from time to time by the Bank as a means of pricing
                  some  loans  to  its  customers;  it is  neither  tied  to any
                  external  rate of interest or index,  nor does it  necessarily
                  reflect the lowest rate of  interest  actually  charged by the
                  Bank to any  particular  class or category of customers of the
                  Bank.

                           "Borrower" is defined  in the first paragraph of this
                  Agreement.

                           "Borrower Loan Documents"  means this Agreement,  the
                  Notes, the Borrower  Security  Agreement,  the Borrower Pledge
                  Agreement  and  the  UCC-1  financing  statements   heretofore
                  executed and delivered by the Borrower.

                           "Borrower  Pledge Agreement" means the first priority
                  charge  to  be given by the Borrower  over its  shareholdings,
                  present and  future,  in  Total  Research,  Ltd.,  Acquisition
                  Sub.  1,  Acquisition  Sub. 2  and  Romtec  under  the laws of
                  England and Wales.

                           "Borrower  Security  Agreement"  means  the  Security
                  Agreement  from the  Borrower to the Bank dated  December  23,
                  1991 and all other pledge agreements,  collateral assignments,
                  and security instruments of every description heretofore given
                  by the  Borrower  to the Bank to secure  the  liabilities  and
                  obligations of the Borrower to the Bank.

                           "Business Day"  means  any  day  on  which commercial
                  banks  settle  payments  in  U.S. Dollars in New York City and
                  London, England.

                           "Closing"  means the date on which this  Agreement is
                  executed  and  delivered  by the Bank and the Borrower and


                                       3
<PAGE>

                  the Bank makes the initial advance of loan proceeds hereunder.

                           "Code" means  the  Internal  Revenue Code of 1986, as
                  amended.

                           "ERISA" means the Employee Retirement Income Security
                  Act of 1974, as amended.

                           "Event of Default" is defined in Section 6.01 of this
                  Agreement.

                           "Facility  A  Loan" is  defined in Section 2.01(A) of
                  this Agreement.

                           "Facility A Note" is  defined  in  Section 2.01(A) of
                  this Agreement.

                           "Facility B Advance" is defined in Section 2.02(A) of
                  this Agreement.

                           "Facility B  Commitment Amount" is defined in Section
                  2.02(A) of this Agreement.

                           "Facility B Loan" is  defined  in  Section 2.02(A) of
                  this Agreement.

                           "Facility B  Maturity  Date"  is  defined  in Section
                  2.02(A) of this Agreement.

                           "Facility B Note" is  defined  in  Section 2.02(B) of
                  this Agreement.

                           "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.

                           "Floating  Rate"  means the  floating  rate per annum
                  obtained by applying the Floating Rate Margin to the Base Rate
                  in effect from time to time.



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<PAGE>

                           "Floating  Rate  Margin"  means an  incremental  rate
                  added to, or  subtracted  from,  as the case may be,  the Base
                  Rate,  which  initially shall be a positive one quarter of one
                  percent (1/4%), and shall be adjusted quarterly based upon the
                  Borrower's consolidated ratio of Total Liabilities to Tangible
                  Net Worth at the end of each fiscal quarter in accordance with
                  the following schedule:

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

                  3.00 or greater                              - 0-

                  Between 1.50 to 1 and 2.99 to 1             (-1/4%)

                  Below 1.50 to 1                             (-1/2%)


                           "GAAP" means generally accepted accounting principles
                  as  from  time  to  time in  effect,  including  the  official
                  interpretations  thereof by the Financial Accounting Standards
                  Board, consistently applied.

                           "Guarantor"  or "Guarantors" means,  individually  or
                  collectively,  as  the  case  may be,  Total  Research,  Ltd.,
                  Acquisition Sub. 1, Acquisition Sub. 2 and Romtec.

                           "Guarantor Loan Documents" means the Guaranty and the
                  Guarantor Pledge Agreements.

                           "Guarantor  Pledge   Agreements"  means   the   first
                  priority   charge  to be given by: (i) Acquistion  Sub. 1 over
                  its  shareholdings,  present  and  future, in Acquisition Sub.
                  2;  and  (ii)  Acquisition  Sub.  2 over   its  shareholdings,
                  present  and  future,  in Romtec and Total Research,  Ltd. (to
                  the  extent  the  shareholdings  in the latter are transferred
                  to Acquisition Sub. 2 by the Borrower).

                           "Guaranty" shall mean,  collectively, the guaranty or
                  guarantees  to  be given by  Acquisition  Sub. 1,  Acquisition
                  Sub. 2,  Romtec  and Total Research, Ltd. guaranteeing payment
                  of the Obligations.

                           "Indebtedness"   means,  for  any  Person,   (i)  all
                  indebtedness or other  obligations of such Person for borrowed
                  money  or for the  deferred  purchase  price  of  property  or
                  services,  (ii) all  indebtedness or other  obligations of any
                  other Person for borrowed  money or for the deferred  purchase
                  price of  property or services  the payment or  collection  of
                  which  such  Person  has


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<PAGE>

                  guaranteed  (except  by  reason  of endorsement for collection
                  in the ordinary course of business)  or  in  respect  of which
                  such Person is liable,  contingently or  otherwise, including,
                  without limitation, liability by way of agreement to purchase,
                  to   provide   funds  for  payment,  to  supply  funds  to  or
                  otherwise   to  invest in such other  Person,  or otherwise to
                  assure a creditor  against  loss,  (iii)  all  indebtedness or
                  other  obligations  of  any other Person for borrowed money or
                  for  the  deferred   purchase  price of  property  or services
                  secured  by  (or for which the holder of such indebtedness has
                  an existing  right,  contingent  or  otherwise,  to be secured
                  by)  any   mortgage,  deed of trust,  pledge,  lien,  security
                  interest or other charge  or  encumbrance  upon or in property
                  (including,   without  limitation,    accounts   and  contract
                  rights)  owned  by such Person, whether or not such Person has
                  assumed   or   become    liable   for  the   payment  of  such
                  indebtedness  or   obligations,   and (iv)  capitalized  lease
                  obligations of such Person.

                           "Interest  Period" means 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.

                           "ISRA" means  the  Industrial  Site  Recovery Act, as
                  amended  (N.J.S.A.  13:1K-6  et  seq.)  and   the  regulations
                  promulgated pursuant thereto.

                           "Letter of Credit" is defined in Section  2.04(A)  of
                  this Agreement.

                           "LIBOR Rate" shall mean a rate per annum  obtained by
                  adding  the  LIBOR  Margin  to the  Adjusted  LIBOR  Rate with
                  respect to the applicable Interest Period.

                           "LIBOR  Margin" an  increment  added to the  Adjusted
                  LIBOR  Rate,  which  initially  shall  be 2.75%  and  shall be
                  adjusted  quarterly  vary based upon the  Borrower's  ratio of
                  Total Liabilities to Tangible Net Worth in accordance with the
                  following schedule:

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<PAGE>

                  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%

                           "LIBOR Rate  Option"  means an option of the Borrower
                  from time to time,  upon the terms and conditions set forth in
                  Facility A Note and Facility B Note, respectively,  to convert
                  the interest rate on any portion of the principal balance from
                  time to time  bearing  interest at the  Floating  Rate and any
                  Facility B Advance  about to be made from the Floating Rate to
                  a LIBOR Rate.

                           "Loan Documents"  means,  collectively,  the Borrower
                  Loan Documents and the Guarantor Loan Documents.

                           "Loans" means, collectively, all Facility A Loans and
                  the  Facility  B Loan  extended  by the  Bank to the  Borrower
                  pursuant  to  this  Agreement,  as the  same  may be  amended,
                  modified or replaced from time to time.

                           "Notes"  means each Facility A Note entered into from
                  time to time evidencing a Facility A Loan  including,  without
                  limitation,  the  Facility A Note dated the date hereof in the
                  principal amount of $3,500,000, and the Facility B Note.

                           "Obligations" means all indebtedness, obligations and
                  liabilities  of the  Borrower  to the Bank of  every  kind and
                  description,  direct or indirect,  secured or unsecured, joint
                  or  several,  absolute  or  contingent,  due or to become due,
                  including any overdrafts,  whether for payment or performance,
                  now  existing  or   hereafter   arising,   whether   presently
                  contemplated  or not,  regardless of how the same arise, or by
                  what  instrument,  agreement  or  book  account  they  may  be
                  evidenced,  or whether evidenced by any instrument,  agreement
                  or book  account,  including,  but  not  limited  to al  loans
                  (including  any loan by  modification,  renewal or extension),
                  all  indebtedness  including  any arising from any  derivative
                  transactions,  all undertakings to take or refrain from taking
                  any action, all indebtedness, liabilities or obligations owing
                  from  Borrower  to  others  which  Bank may have  obtained  by
                  purchase, negotiation,  discount, assignment or otherwise, and
                  all interest,  taxes, fees,  charges,  expenses and attorney's
                  fees


                                       7
<PAGE>

                  (whether  or   not   such  attorney  is a  regularly  salaried
                  employee  of  the  Bank,   any   parent   corporation  or  any
                  subsidiary  or  affiliate  thereof,   whether  now existing or
                  hereafter   created)   chargeable  to  Borrower or incurred by
                  Bank  under   this    Agreement  or  any  other   document  or
                  instrument delivered in connection herewith.

                           "Person"    means   an    individual,    corporation,
                  partnership,  limited  partnership,  joint venture,  trust, or
                  unincorporated organization,  or a government or any agency or
                  political subdivision thereof.

                           "Plan"  means any  pension  plan  which is covered by
                  Title IV of ERISA and in respect of which the  Borrower or any
                  "commonly  controlled  entity"  (within the meaning of Section
                  414(b)  or (c) of the Code) is an  "employer"  as  defined  in
                  Section 3(5) of ERISA.

                           "Romtec" means Romtec PLC.

                           "Romtec  Acquisition"  is  defined  in  Section  3.01
                  hereof.

                           "Romtec Acquisition  Closing" means the date on which
                  the Romtec  Acquisition closes and all conditions set forth in
                  Section 3.01(B) are satisfied.

                           "Romtec Purchase Agreement" means  collectively,  the
                  agreements  and documents  which evidence and govern the terms
                  and conditions of the Romtec Acquisition.

                           "Subordinated  Debt"  means any  Indebtedness  of the
                  Borrower for money  borrowed  which is subordinate in right of
                  payment as to principal  and interest to the prior  payment in
                  full  of  the  Bank,  pursuant  to a  subordination  agreement
                  satisfactory to the Bank in form and substance executed by the
                  creditor to whom such Indebtedness is owing.

                           "Subsidiaries" means the subsidiaries of the Borrower
                  identified on Schedule B, Item 4.01(b).

                           "Tangible  Net  Worth"  means,  with  respect  to the
                  Borrower and all  Subsidiaries  on a consolidated  basis,  the
                  excess of total  assets  over  Total  Liabilities,  excluding,
                  however, from the determination of total assets (i) all assets
                  which would be classified as intangible assets under generally
                  accepted accounting principles, including, without limitation,
                  goodwill  (whether  representing  the excess of cost over book
                  value of assets acquired or otherwise),  patents,  trademarks,
                  trade names,  copyrights,  franchises,  and  deferred


                                       8
<PAGE>

                  charges   (including,   without  limitation,  unamortized debt
                  discount  and  expense,  organization  cost,  and research and
                  development  costs);  (ii) any write-up  in  the book value of
                  any  asset since the end of the fiscal  year of  the  Borrower
                  immediately  preceding  the date of this Agreement;  and (iii)
                  cash  set  apart and held in a sinking or other analogous fund
                  established   for   the   purpose  of   redemption   or  other
                  retirement of capital stock.

                           "Total   Liabilities"  means,  with  respect  to  the
                  Borrower and the  Subsidiaries  on a consolidated  basis,  all
                  items of Indebtedness, and all other items which in accordance
                  with GAAP would  properly be included on the liability side of
                  its balance sheet (other than capital stock,  capital surplus,
                  and retained earnings),  as of the date on which the amount of
                  Total Liabilities is to be determined,  computed in accordance
                  with GAAP.

         SECTION 1.02.  Accounting Terms. All accounting terms, unless otherwise
specifically defined herein, shall be construed in accordance with GAAP, and all
financial  data  submitted  pursuant  to this  Agreement  shall be  prepared  in
accordance with GAAP.

                                   ARTICLE II
                    RESTRUCTURING OF OBLIGATIONS TO THE BANK
                          LOANS, GUARANTEES, COLLATERAL

         SECTION 2.01.  Facility A Loan. (A) Subject to the terms and conditions
of this  Agreement,  the Bank  agrees  to make a series  of term  loans  (each a
"Facility A Loan") to the  Borrower  on the dates and in the  maximum  principal
amounts set forth below:

         Date of Romtec Acquisition Closing          $3,500,000

         First Anniversary Thereof                   $2,000,000

         60th day after the Second
          Anniversary Thereof (but not
          beyond June 30, 2002)                      $1,000,000

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<PAGE>

Notwithstanding  the  foregoing,  the  principal  amount of each Facility A Loan
shall not exceed the amounts of the installments due to the former  shareholders
of Romtec under the Romtec  Purchase  Agreement at the time each Facility A Loan
is made.  Further,  the principal amount of the Facility A Loans,  together with
the  principal  amount  outstanding  under the  Facility B Loan  (including  the
amounts  of all  outstanding  Letters of  Credit)  may not exceed the  Aggregate
Credit  Limit.  To the extent that the  principal  amount of any Facility A Loan
requested  to be made  hereunder  would cause the  Aggregate  Credit Limit to be
exceeded,  the proceeds of such Facility A Loan shall be used first to refinance
and recast a portion of the outstanding  principal amount of the Facility B Loan
sufficient to keep the total principal  amount of the Borrower's  liabilities to
the Bank  (including  the  amounts of all  outstanding  Letters of Credit) at or
below the Aggregate  Credit Limit.  The Borrower shall give at least twenty (20)
days  advance  written  notice  to the Bank of its  intention  to  enter  into a
Facility A Loan.  Each  Facility A Loan shall be a single  loan,  evidenced by a
promissory  note of the  Borrower in  appropriate  principal  amount in the form
attached  hereto  as  Exhibit  B (each of which,  as the same may  hereafter  be
amended,  replaced or restated  from time to time,  will be called a "Facility A
Note").  The  purpose  of  the  Facility  A  Loans  is  to  finance  the  Romtec
Acquisition.
                           (B) Each  Facility A Note shall mature and be payable
in full on the date that, at Borrower's election, is three (3), four (4) or five
(5) years  after the date such  Facility  A


                                       10
<PAGE>

Loan is advanced (such date being referred to as a "Facility A Maturity  Date").
It shall be payable in consecutive  monthly  installments of principal,  each in
the amount which is the quotient  obtained by dividing the  principal  amount of
such  Facility  A Note by the  number of months in the term of such  Facility  A
Note,  together  with all accrued  and unpaid  interest,  until the  appropriate
Facility A Maturity Date, whereupon the remaining  outstanding principal balance
and all accrued and unpaid interest thereon shall be due and payable in full.
                           (C) Each  Facility A Note shall bear  interest at the
Floating Rate; subject,  however, to Borrower's right to exercise the LIBOR Rate
Option from time to time.
                           (D) The Bank  shall  have no  obligation  to make any
further Facility A Advances after the earlier to occur of (x) the 60th day after
second anniversary of the Closing or (y) an Event of Default (or an event which,
with  notice  or the  passage  of time or  both,  would  constitute  an Event of
Default).
                           (E)  Borrower  shall  have  the  right,  but  not the
obligation, subject to the Bank's credit underwriting approvals in each case, at
any time to hedge the floating  interest  expense on any Facility A Note for the
remaining  term thereof by entering into and  maintaining  an interest rate swap
agreement  with the Bank or other  counterparty  affiliated  with the Bank, in a
notional  amount  equal  to  the  then  outstanding  principal  balance  of  the
applicable  Facility A Note and providing for a notional fixed rate


                                       11
<PAGE>

satisfactory to Bank, and containing such other terms and conditions as shall be
reasonably acceptable to Bank. If Borrower elects to enter into an interest rate
swap agreement,  then the Facility A Note shall  thereafter bear interest at the
LIBOR Rate applicable to one month Interest Periods.

         SECTION 2.02.  Facility B Loan. (A) Subject to the terms and conditions
of this Agreement, the Bank agrees to make a loan (the "Facility B Loan") to the
Borrower,  pursuant to which the Bank will, until June 30, 2002 (the "Facility B
Maturity  Date"),  make  advances  (each,  a "Facility B Advance") to or for the
account of the  Borrower  upon the  request of the  Borrower  from time to time.
Proceeds  of the  Facility B Loan shall be used to finance  working  capital and
other general  corporate  purposes.  The aggregate amount of Facility B Advances
that are outstanding at any time, plus the aggregate amount of Letters of Credit
outstanding  at such time,  shall not exceed:  (i) until the Romtec  Acquisition
Closing has occurred,  $6,500,000; or (ii) after the Romtec Acquisition Closing,
the difference from time to time obtained by subtracting the aggregate principal
balance of all Facility A Loans from $10,000,000 (such difference being referred
to as the "Facility B Commitment Amount").  Within such limits, the Borrower may
borrow, prepay without penalty or premium, and reborrow Facility B Advances from
time to time.  Each  Facility  B  Advance  shall be in an  amount  not less than
$50,000. The initial Facility B Advance made concurrently with the Closing shall
be in an amount  necessary to  refinance  and recast the  outstanding


                                       12
<PAGE>

principal  balance under the  Borrower's  revolving line of credit with the Bank
under  the  Prior  Agreements.  Borrower  acknowledges  that  all  prior  credit
facilities shall terminate contemporaneously with the Closing.
                           (B) All  Facility  B Advances shall, collectively, be
considered  a single loan,  and shall be  evidenced by a promissory  note of the
Borrower in the maximum  principal  amount of  $10,000,000 in form and substance
satisfactory to the Bank (which, as the same may hereafter be amended,  replaced
or restated from time to time, will be called the "Facility B Note").
                           (C) The  Facility B Note shall bear  interest  at the
Floating Rate; subject,  however, to Borrower's right to exercise the LIBOR Rate
Option from time to time.
                           (D) All accrued and unpaid interest on the Facility B
Note shall be due and  payable  monthly  until the  Facility  B  Maturity  Date,
whereupon the Facility B Note shall mature and the entire outstanding  principal
balance thereof, plus all accrued and unpaid interest thereon,  shall be due and
payable in full.
                           (E) The Bank  shall  have no  obligation  to make any
further  Facility B Advances  after the  earlier to occur of (i) the  Facility B
Maturity  Date,  or (ii) an Event of Default (or an event which,  with notice or
the passage of time or both, would constitute an Event of Default).
         SECTION  2.03.  Letters  of  Credit.  (A)  Subject  to  the  terms  and
conditions of this Agreement,  the Bank agrees to issue


                                       13
<PAGE>

letters of credit (each,  a "Letter of Credit") from time to time at the request
of and for the  account  of the  Borrower.  The  aggregate  amount of Letters of
Credit outstanding from time to time shall not exceed the lesser of

                           (i) $1,000,000  less  the  aggregate  amount  of  all
                  Letters of Credit outstanding at such time; or

                           (ii) the  excess  of (a) the  Facility  B  Commitment
                  Amount,  over  (b) the sum of (x)  the  outstanding  principal
                  amount  of the  Facility  B Loan at  such  time  plus  (y) the
                  aggregate amount of all Letters of Credit  outstanding at such
                  time.

The expiry dates,  amounts, and other terms of the Letters of Credit shall be as
agreed  upon  between  the  Borrower  and the Bank from time to time;  provided,
however,  that in no event  shall  the Bank be  obligated  to issue a Letter  of
Credit whose expiry date is after the Facility B Maturity  Date.  The Letters of
Credit include the Bank's Standby Letter of Credit no. 20981356 in the amount of
$650,200,  and its  Standby  Letter  of Credit  no.  90921023  in the  amount of
$115,000, which presently are outstanding.
                           (B) Each request by the Borrower  for the issuance of
a Letter of Credit shall automatically  constitute a representation and warranty
by the Borrower that (i) all the  representations  and  warranties  contained in
this  Agreement  are true and complete on and as of the date of such request (as
if the same were made on and as of the date of such  request)  and (ii) no Event
of Default  (and no event  which,  with  notice or the  passage of time or both,
would  constitute an Event of Default)  exists on the date of such request.  The
Borrower shall, if the Bank so


                                       14
<PAGE>

requests, execute the Bank's then-customary form of letter of credit application
and reimbursement agreement in connection with the Letter of Credit requested.
                           (C) The Bank  shall have no  obligation  to issue any
Letter of Credit after the earlier to occur of (i) the Facility B Maturity  Date
or (ii) an Event of Default  (or an event  which,  with notice or the passage of
time or both, would constitute an Event of Default).
                           (D) The  amount  of each  drawing  under a Letter  of
Credit shall be a Facility B Advance,  and the obligation of the Borrower to pay
the Bank therefor (with interest) shall be evidenced by the Note.
         SECTION  2.04.  Commitment  Fee.  The  Borrower  shall  pay the  Bank a
commitment  fee at a rate (computed each day until the Facility B Maturity Date)
equal to one quarter of one  percent  (1/4 of 1%) per annum of the excess of (a)
the  Facility  B  Commitment  Amount,  over  (b) the sum of (x) the  outstanding
principal  balance  of the  Facility  B Loan on such day plus (y) the  aggregate
amount  of all  Letters  of Credit  outstanding  on such  day.  Such  annualized
commitment fee shall be payable in quarterly  installments,  in arrears, on each
January 1st, April 1st, July 1st and October 1st,  commencing April 1, 2000, and
on the Facility B Maturity Date.
         SECTION 2.05.  Letter-of-Credit  Fees. The Borrower shall pay the Bank,
upon the issuance of each Letter of Credit,  a


                                       15
<PAGE>

fee equal to the then  prevailing  fee  changed by the Bank for the  issuance of
standby Letters of Credit.
         SECTION 2.06.  Collateral.  The Obligations,  and all other obligations
and  liabilities  of the  Borrower to the Bank whether now existing or hereafter
arising,  shall be secured by: (i) a first-priority  security  interest in, lien
on, and assignment of all the  properties  and assets of the Borrower,  tangible
and intangible,  real and personal,  wherever  located,  whether now existing or
hereafter  arising,  whether  now  owned  or  hereafter  acquired;  and (ii) the
Guaranty; and (iii) the Guarator Pledge Agreements. The Borrower hereby ratifies
and  confirms its  obligations  under the Borrower  Security  Agreement  and the
continuing effectiveness thereof.
         SECTION 2.07.  Payments;.  All payments and prepayments by the Borrower
of principal  and interest on the Notes shall be made to the Bank at its address
referred to in Section 8.03 hereof. The Borrower hereby  irrevocably  authorizes
the Bank to debit (or cause to be debited) any account of the Borrower  with the
Bank or with any Bank Affiliate for any payment of principal and interest or any
other  amount that shall  become due. If any payment  becomes due on a day other
than a business day of the Bank,  the due date thereof  shall be extended  until
the  next  succeeding  business  day,  and  interest  shall  be  payable  at the
applicable rate during such extension.



                                       16
<PAGE>

         SECTION 2.08. Prepayments;  Termination Fees. (A) Subject to clause (B)
below,  the Borrower  may prepay the Notes at any time,  in whole or (in minimum
amounts of  $10,000.00  each) in part,  without  penalty or  premium;  provided,
however,  that prepayment of any amounts bearing  interest at a LIBOR Based Rate
on any day other  than the last day of an  Interest  Period  shall be subject to
costs and  damages  incurred by the Bank as  provided  in the  applicable  Note.
Further,  to the  extent  Borrower  has  entered  into any  interest  rate  swap
agreement,  prepayment of the offsetting  obligations in an applicable  Note may
result in costs and  penalties  payable by the Borrower  under the interest rate
swap agreement. Each prepayment of a Facility A Note shall be applied on account
of the installments of principal to become due in the inverse order of maturity.
         (B)  Notwithstanding  anything to the contrary in Section  2.08(A),  if
Borrower prepays the principal amounts  outstanding  hereunder from the proceeds
of financing from any external source on or before the first  anniversary of the
date hereof, and in connection  therewith terminates the Facility B Loan and any
further  obligation to make Facility A Loans,  Borrower  shall pay to the Bank a
termination fee in the amount of $50,000.
         SECTION 2.09. Computations.  Interest on each Note shall be computed on
the basis of the actual  number of days  elapsed,  over a year of 360 days.  The
outstanding  amount of each Note as reflected on the Bank's records from time to
time shall


                                       17
<PAGE>

conclusively be considered correct and binding on the Borrower,  absent manifest
error.
         SECTION 2.10. Late Charge.  If any amount required to be paid under any
Note,  this Agreement or any other Borrower Loan Document is not paid within ten
(10) days after the date on which it is due, the  Borrower  shall pay the Bank a
late charge equal to five percent (5%) of such overdue  payment,  but not in any
case less than  $25.00 or more than  $2,500.00.  Late  charges so  assessed  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.
         SECTION 2.11.  Default Rate. To the extent  permitted by law,  whenever
there is any Event of Default under this Agreement,  the rate of interest on the
unpaid principal balance of the Loans shall, at the option of the Bank, be three
percent(3%)  per annum in excess of rate of interest  otherwise  in effect.  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


                                       18
<PAGE>

loan,  and  (b) of  compensation  to Bank  for  losses  that  are  difficult  to
ascertain.
         2.12  Adjustments to Floating Rate Margin and LIBOR Margins.  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


                                       19
<PAGE>

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 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 be 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.

                                   ARTICLE III
                             CONDITIONS OF BORROWING

         SECTION 3.01. Closing Conditions. (A) Unless the Bank elects in writing
to waive any such closing  condition,  the  obligation  of the Bank to close the
transaction  contemplated  by this  Agreement  shall be subject to the condition
precedent that the Borrower shall (at its sole cost and expense)have provided to
the Bank (or shall have  caused the  Guarantors  to provide to the Bank,  as the
case may be) each of the following,  duly executed (where  appropriate),  all of
which  shall be subject to the  approval  of the Bank and its  counsel in scope,
form and substance:

                           (i)      the Loan Documents;

                           (ii) a favorable  opinion of counsel for the Borrower
                  and Guarantors addressed to the Bank;

                           (iii) a secretary's  certificate of the Borrower,  to
                  which are  attached  certified  copies of (x) the  articles of
                  incorporation  of the  Borrower  and all  amendments


                                       20
<PAGE>

                  thereto,  certified  by the Secretary of State of the State of
                  its  incorporation,  (y)  the  By-Laws of the Borrower and all
                  amendments    thereto,   and   (z)   appropriate   resolutions
                  authorizing the transactions contemplated by this Agreement;

                           (v)  such  certificates  and  assurances  as  may  be
                  required  by  Bank  and  its  counsel   confirming:   (x)  the
                  organization  and legal existence of the  Guarantors,  (y) the
                  authorization  of  the  Guarantors  to  execute,  deliver  and
                  perform their  obligations  under the Guarantor Loan Documents
                  and the due  execution  of the  Guarantor  Loan  Documents  by
                  properly  authorized  agents,  and  (z)  that  the  execution,
                  delivery and  performance by the Guarantors  does not conflict
                  with their  respective  charters  or  governing  documents  or
                  applicable law;

                           (vi)  a  good  standing  certificate  issued  by  the
                  appropriate  official  of the State in which the  Borrower  is
                  incorporated;  and a good standing  certificate  issued by the
                  appropriate  official  of the States in which the  Borrower is
                  qualified as a foreign corporation;

                           (vii)    insurance     certificates    showing    the
                  effectiveness  of  property,  casualty,  liability  and  other
                  insurance  coverage for the Borrower,  which is required to be
                  maintained  by  Section  5.01  hereof  and by Section 6 of the
                  Borrower Security Agreement;

                           (viii)  payment  of  the  fee  and  disbursements  of
                  counsel for the Bank (including counsel in the U.S. and in the
                  United Kingdom); and

                           (ix) such other certificates, documents, opinions and
                  information as the Bank or its counsel may reasonably request.

                           (B) If the Romtec Acquisition  Closing does not occur
prior to or concurrently with the Closing,  then the obligation of Bank to enter
into and make the first Facility A Loan under this Agreement shall be subject to
the condition  precedent  that the Borrower shall (at its sole cost and expense)
have provided to the Bank (or shall have caused the Guarantors to provide to the
Bank,


                                       21
<PAGE>

as the case may be) each of the following,  duly executed  (where  appropriate),
all of which  shall be subject to the  approval  of the Bank and its  counsel in
scope, form and substance:

                           (i) any  and all of the Loan Documents which were not
                  heretofore  signed  and  delivered  by  the  Borrower  and the
                  Guarantor;

                           (ii)   evidence  that  all  charges  and  liens  upon
                  shareholdings  are properly  perfected  (i.e., by delivery and
                  possession  of share  certificates,  filing of  documents  and
                  instruments in public  records) and constitute  first priority
                  liens over the shares covered by the Borrower Pledge Agreement
                  and the Guarantor Pledge Agreements;

                           (iii) all  documents,  agreements  and other writings
                  setting  forth the terms and  conditions  upon which  Borrower
                  (either  directly  or through  Acquisition  Sub. 2) propose to
                  acquire  at  least  90%  of  the  outstanding  capital  shares
                  (including  outstanding  rights and options to acquire capital
                  shares) of Romtec (the  "Romtec  Acquisition"),  and  evidence
                  satisfactory  to the Bank  and its  counsel  that  the  Romtec
                  Acquisition  has been completed and all  conditions  precedent
                  thereto  have been  satisfied  except  for the  payment of the
                  purchase  price due to the selling Romtec  shareholders  or in
                  the alternative, that proceeds of the Facility A Loan shall be
                  held in escrow pending completion of the Romtec Acquisition by
                  an escrow agent  acceptable to the Bank under a written escrow
                  agreement in form and substance acceptable to the Bank;

                            (iv)  evidence  that upon  payment  of the  purchase
                  price to the selling Romtec shareholders, the Bank will have a
                  first  priority  lien  upon  the  Romtec  shares  acquired  by
                  Acquisition Sub 2;

                           (v) evidence  that all necessary  legal  proceedings,
                  approvals and consents required under the laws and regulations
                  of  England  and  Wales  and  any  governmental   agency  with
                  jurisdiction  in connection  with the Romtec  Acquisition  and
                  with the execution,  delivery and performance of the Guarantor
                  Loan Documents by the  Guarantors,  have been obtained and any
                  and all conditions required in connection  therewith have been
                  satisfied;



                                       22
<PAGE>

                           (vi) a Facility A Note,  duly completed and dated the
                  date such Facility A Loan is made,  and any and all other Loan
                  Documents not theretofore executed and delivered; and

                           (vii)   certificates,    documents   and   agreements
                  reasonably  requested to confirm that the conditions set forth
                  in Section 3.02 have been satisfied; and

                           (viii)  payment  of the fees and  expenses  of Bank's
                  counsel  (including  counsel  in the  U.S.  and in the  United
                  Kingdom) in connection with the Facility A Loan.

All proceedings  and matters in connection  with the Closing,  and all documents
incident thereto,  shall (as a condition precedent to the execution and delivery
of this Agreement by the Bank) be subject to the approval as to scope,  form and
substance of the Bank and its counsel.
         SECTION 3.02.  Subsequent Advances.  The obligation of the Bank to make
any Facility A Loan or Facility B Advance or to issue any Letter of Credit after
the date hereof shall be subject to the condition precedent that:

                           (i) all the representations and warranties  contained
                  in this Agreement  shall be true and complete on and as of the
                  date such  Advance is made or such  Letter of Credit is issued
                  (with  the  same  effect  as  if  such   representations   and
                  warranties were made on and as of such date);

                           (ii) no Event of Default  (and no event  which,  with
                  notice or the  passage of time or both,  would  constitute  an
                  Event of Default) shall exist;

                           (iii) the Bank  shall  have  received  a Request  for
                  Advance (in substantially the form attached hereto as Schedule
                  A)  from  the  Borrower  requesting  such  Facility  A Loan or
                  Facility B Advance; and



                                       23
<PAGE>

                           (iv) (as to a Letter of  Credit)  the Bank shall have
                  received a written  request by the Borrower for such Letter of
                  Credit and the fee  required  upon the issuance of such Letter
                  of Credit,  and the  requested  terms and  conditions  of such
                  letter of credit shall have been  determined by the Bank to be
                  satisfactory to it.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties by the Borrower. In order
to  induce  the Bank to enter  into this  Agreement  and to  extend  the  credit
evidenced by the Notes,  the Borrower  represents and warrants to the Bank, upon
the understanding that insofar as the following  representations  and warranties
apply to Romtec, they are made to Borrower's best knowledge, that:
                           (a) Corporate  Existence  and  Power.   Each  of  the
Borrower, the Guarantors and Romtec is a corporation duly incorporated,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation,  and is duly  qualified  as a  foreign  corporation  in all other
jurisdictions  in which the conduct of its business or the ownership or lease of
its properties or assets requires such  qualification.  The States of the United
States and foreign  countries  in which the  Borrower is  qualified as a foreign
corporation are set forth on Schedule B to this Agreement. Each of the Borrower,
the  Guarantors  and Romtec has full  corporate  power and  authority to own its
properties and assets and to conduct its business as now conducted. The Borrower



                                       24
<PAGE>

has complied with all filing, permit, license and other requirements of federal,
state and local laws necessary to prevent the Borrower from being precluded,  by
reason of its failure so to comply with any such requirement, from continuing to
do business as now conducted in the  jurisdictions in which it is now conducting
business.
                           (b) Subsidiaries.  Except  as otherwise identified on
Schedule B hereto  (including the state or country of organization and states or
countries in which they are qualified to do  business),  the Borrower (x) has no
subsidiaries  and no  investment  in  any  other  corporation;  and  (y)  has no
investment in any partnership, limited partnership, limited liability company or
joint  venture;  and (z) is not a  member  or  participant  in any  partnership,
limited partnership, limited liability company or joint venture.

                           (c) Loan  Documents.  Each  of  the  Borrower and the
Guarantors has all requisite power and authority to execute and deliver,  and to
perform its obligations  under,  the Loan Documents to which it is a party.  The
execution,  delivery and  performance  by each of the Borrower and Guarantors of
the Loan Documents to which it is a party:  (x) has been duly  authorized by all
necessary  corporate  action;  (y)  does not  violate  any  provision  of law or
governmental regulation, or any order, decree, writ, injunction,  determination,
award or judgment of any court,  arbitrator or  governmental  authority,  or the
certificate  of  incorporation  or by-


                                       25
<PAGE>

laws of the  Borrower  or the  applicable  governing  charter  documents  of the
Guarantors;  and (z) does not conflict  with any of the terms of, or result in a
breach  of,  or  constitute  a default  under,  or  result  in the  creation  or
imposition  of any  lien or  charge  upon any of its  assets  pursuant  to,  any
mortgage,  indenture,  contract,  lease,  loan or  credit  agreement,  or  other
agreement or  instrument to which it is a party or by which any of its assets is
bound  (except  for such liens as are created by the Loan  Documents).  The Loan
Documents have been duly executed and delivered by the Borrower and  Guarantors,
as the case may be, and constitute legal, valid and binding  obligations of each
of the Borrower and  Guarantors,  enforceable  against them in  accordance  with
their respective terms.
                           (d) No Consents.  No  consent of any other Person and
no consent,  license,  approval or authorization of, or registration,  filing or
declaration with, any court or governmental  authority,  is or will be necessary
to  the  valid  execution,  delivery  or  performance  by  the  Borrower  or the
Guarantors of any of the Loan Documents.
                           (e) No Litigation.  Except as described on Schedule B
to this Agreement,  there are no actions,  suits, or proceedings  pending or, to
the knowledge of the Borrower,  threatened  against or affecting the Borrower or
the Guarantors or any of their properties or assets, or the proposed acquisition
of


                                       26
<PAGE>

Romtec, by or before any court, arbitrator or governmental authority.
                           (f) Title; No Liens.  The Borrower (or Guarantors, as
the case may be) has good and  marketable  title to all  properties  and  assets
reflected in the most recent year-end  consolidated balance sheet referred to in
subsection  (h) below or acquired  since such date  (except for  properties  and
assets sold or otherwise  disposed of in the ordinary  course of business  since
such date).  None of the  properties  or assets of the  Borrower,  Guarantors or
Romtec is  subject  to any  mortgage,  deed of  trust,  pledge,  lien,  security
interest,  collateral  assignment or other charge or  encumbrance of any nature,
except those in favor of the Bank and the general  charge on the assets of Total
Research, Ltd. in favor of Barclays Bank.
                           (g) Compliance with Legal Requirements.  Neither  the
Borrower nor any of the Guarantors is in default or  noncompliance  with respect
to any law, statute,  judgment, writ, injunction,  decree, rule or regulation of
any court or governmental authority.
                           (h) Financial   Statements.  (i)   The   consolidated
balance sheet of the Borrower as of June 30, 1999, and the related  consolidated
and  consolidating   statements  of  operations,   cash  flows  and  changes  in
stockholders'  equity for the  12-month  period  ended on such date,  audited by
Ernst & Young,  copies  of which  have  heretofore  been  provided  to the Bank,
present fairly the financial


                                       27
<PAGE>

condition of the Borrower and its  Subsidiaries as at such date, and the results
of  operations  and cash  flows and  changes  in  stockholders'  equity  for the
12-month period then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP.

                                    (ii) The consolidated  balance  sheet of the
Borrower as of December 31, 1999,  and the related  consolidated  statements  of
operations,  cash flows and changes in stockholders'  equity for the period from
the end of the previous  fiscal year  through such date,  certified by the chief
financial officer of the Borrower and heretofore  furnished to the Bank, present
fairly, subject to normal year-end audit adjustments, the financial condition of
the Borrower and its  Subsidiaries as at such date and results of operations and
cash  flows and  changes  in  stockholders'  equity  for such  period.  All such
financial  statements,  including the related schedules and notes thereto,  have
been prepared in accordance with GAAP.

                                    (iii)  There  has been no  material  adverse
change in the financial condition of the Borrower and its Subsidiaries from that
reflected  in the  financial  statements  referred to in  paragraph  (i) of this
sub-section.

                                    (iv)  Except as  reflected  in such  balance
sheets, the Borrower and its Subsidiaries have no material liabilities, absolute
or contingent.



                                       28
<PAGE>

                           (i)  Burdensome  Agreements.  The  Borrower  is not a
party  to any  indenture,  loan or  credit  agreement  or any  other  agreement,
contract or instrument, or subject to any certificate of incorporation,  by-law,
or corporate  restriction,  which may  reasonably be expected to have an adverse
effect on its business, properties, assets, operations or conditions,  financial
or  otherwise,  or on its  ability to carry out its  obligations  under the Loan
Documents.
                           (j)  Margin Restrictions. The Borrower is not engaged
in the business of extending  credit for the purpose of  purchasing  or carrying
margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System,  and no part of the proceeds of the credit  evidenced by
the Notes will be used to purchase  or carry any such margin  stock or to extend
credit to others for the purpose of purchasing or carrying any such margin stock
or to reduce or retire any Indebtedness  incurred for any such purpose.  No part
of the  proceeds  of the  credit  evidenced  by the  Notes  will be used for any
purpose  which  violates,  or which is  inconsistent  with,  the  provisions  of
Regulation G, T, U or X of said Board of Governors.
                           (k) ERISA.  The  Borrower  is  in compliance with all
applicable  provisions of ERISA.  No Reportable  Event (as defined in ERISA) has
occurred and is  continuing  with respect to any Plan,  and the Borrower has not
incurred any liability to the Pension Benefit Guaranty Corporation under Section
4062 of ERISA.


                                       29
<PAGE>

                           (l) Environmental   Laws.    The   Borrower  and  its
Subsidiaries  have all  permits,  licenses  and other  authorizations  which are
required  with  respect  to  its  business,  properties  and  assets  under  all
applicable  laws,   regulations  and  other  requirements  of  any  governmental
authority  relating to pollution or  protection  of the  environment  (including
laws,  regulations  and other  requirements  relating to emissions,  discharges,
releases or threatened  releases of  pollutants,  contaminants,  or hazardous or
toxic  materials or wastes into ambient air,  surface  water,  ground water,  or
land, or otherwise relating to the manufacture,  processing,  distribution, use,
treatment,   storage,   disposal,   transport,   or  handling   of   pollutants,
contaminants,   or  hazardous  or  toxic  material  or  wastes).  The  business,
properties  and assets of the Borrower and its  Subsidiaries  are in substantial
compliance with all terms and conditions of the required  permits,  licenses and
authorizations,   and  are  also  in  substantial   compliance  with  all  other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules and  timetables  contained in those laws or contained in
any regulation,  code, plan, order,  decree,  judgment,  notice or demand letter
issued,  entered,  promulgated  or  approved  thereunder.  There  are no past or
present events, conditions,  circumstances,  activities,  practices,  incidents,
actions or plans which may interfere with, or prevent,  continued  compliance on
the part of the  Borrower  or its  Subsidiaries,  or which  may give rise to any
liability on the part


                                       30
<PAGE>

of the Borrower or its  Subsidiaries,  or otherwise form the basis of any claim,
action,  suit,  proceeding,   or  investigation  against  the  Borrower  or  its
Subsidiaries, based on or related to the manufacture,  processing, distribution,
use, treatment,  storage,  disposal,  transport,  or handling,  or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, or hazardous or toxic material or waste.
                           (m) Taxes.  The  Borrower  and  its Subsidiaries have
filed or caused to be filed all tax returns which are required to be filed,  and
has paid  all  taxes  shown  to be due and  payable  on said  returns  or on any
assessments  made  against the  Borrower or its  Subsidiaries  or against any of
their  respective  properties  or  assets,  and all other  taxes,  fees or other
charges imposed on it or any of its property by any governmental authority;  and
no tax liens have been filed and, to the  knowledge of the  Borrower,  no claims
are being  asserted  against the Borrower or its  Subsidiaries,  or any of their
respective  properties  or assets  and no audit is being  conducted  in  respect
thereof,  with respect to any taxes,  fees or other charges by any  governmental
authority.
                           (n) Accuracy   of   Statements.   No   representation
contained   herein  or  in  any  other  Loan  Document,   and  no   information,
certification,  instrument,  agreement,  exhibit  or report  furnished  by or on
behalf of the Borrower or its  Subsidiaries  to the Bank in connection  with the
credit evidenced by the Notes or the negotiation of this Agreement, contains any
untrue  statement


                                       31
<PAGE>

of material  fact or omits to state any fact  necessary  to make the  statements
contained herein or therein not misleading.
                           (o) Intangibles.  The  Borrower  and its Subsidiaries
possess franchises,  patents, copyrights,  trademarks,  tradenames, licenses and
permits adequate for the conduct of its business  substantially as now conducted
without conflict with any rights of others. All the patents, patent applications
and registered trademarks of the Borrower and its Subsidiaries are identified on
Schedule  B to this  Agreement.  No  patent or  patent  application  used by the
Borrower or its  Subsidiaries  in the conduct of its business is owned by any of
its officers or shareholders.
                           (p) Chief  Executive  Office.   The  chief  executive
office of the Borrower is located in New Jersey.  Also,  the office in which the
Borrower keeps its records concerning its receivables is located in New Jersey.
                           (q) Locations of Tangible  Personalty.  Schedule B to
this  Agreement  sets  forth a list of all  places  at which  tangible  personal
property  (including  inventory,  equipment,  machinery  and  fixtures)  of  the
Borrower is located.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

         SECTION  5.01.   Affirmative  Covenants  of  the  Borrower  Other  Than
Reporting  Requirements.  Unless the Bank shall other-


                                       32
<PAGE>

wise consent in advance in writing,  so long as any of the  Obligations  remains
outstanding, the Borrower shall:
                           (a) Payment of  Indebtedness,  Taxes,  Etc.  Pay  the
Notes in accordance  with their  respective  terms and pay and perform its other
Indebtedness  and  obligations  in  accordance  with  their  terms;  and pay and
discharge all taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits, or upon any properties  belonging to it, prior
to the  date on  which  penalties  attach  thereto;  provided  however  that the
Borrower  shall  not be  required  to pay or  discharge  such  tax,  assessment,
governmental charge or levy if the validity,  amount or applicability thereof is
being  contested by the Borrower in good faith,  by appropriate  proceedings and
with  diligence and  continuity,  provided that (a) the Borrower  gives the Bank
prompt notice of its intention to contest the same, (b) such contest operates to
suspend the collection or enforcement thereof, (c) the priority of the liens and
security interests of the Bank is not impaired, (d) neither the Borrower nor the
Bank would be in danger of any  penalties or criminal  liability  for failure to
pay the  matter  contested,  and (e) the  Borrower  furnishes  to the Bank  such
security as may be requested by the Bank;  and pay all lawful claims  which,  if
unpaid, might become liens or charges upon any properties of the Borrower or any
subsidiary.
                           (b) Maintenance  of  Insurance.  Maintain   property,
casualty and  liability  insurance in such form and in such amounts


                                       33
<PAGE>

and covering  such risks as is usually  carried by companies  engaged in similar
businesses and owning similar  properties in the same general areas in which the
Borrower and the Subsidiaries operate.
                           (c) Preservation    of   Corporate   Existence    and
Qualification. Preserve and maintain its corporate existence, rights, franchises
and  privileges in its  jurisdiction  of  incorporation,  and qualify and remain
qualified  as  a  foreign   corporation  in  each  jurisdiction  in  which  such
qualification  is  necessary  in view of its  business  and  operations  and the
ownership or lease of its properties.
                           (d) Compliance   with   Laws.   Comply    with    the
requirements of all applicable laws, rules, regulations,  ordinances, and orders
of any governmental  authority  (including,  without  limitation,  ERISA and all
laws,  rules,  regulations,  ordinances and orders relating to protection of the
environment),  non-compliance  with which might adversely affect its business or
credit,  and comply with all provisions of its Certificate of Incorporation  and
By-Laws.
                           (e) Visitation Rights. Upon reasonable notice, at any
reasonable time and from time to time,  permit the Bank and any of its agents or
representatives,  to examine and make copies of and  abstracts  from its records
and books of account,  and to visit its properties,  and to discuss its affairs,
finances and accounts with any of its officers or directors.



                                       34
<PAGE>

                           (f) Keeping of  Records  and  Books of Account.  Keep
adequate records and books of account reflecting all its financial transactions.
                           (g) Maintenance of Properties.  Maintain and preserve
all of  its  properties,  necessary  or  useful  in the  proper  conduct  of its
business, in good working order and condition, ordinary wear and tear excepted.
                           (h) Maintenance of  Licenses.  Maintain  and  keep in
effect  licensing,  know-how  and  similar  agreements  necessary  in the proper
conduct of its business.
                           (i) Further Assurances.  Do, execute, acknowledge and
deliver  or cause to be done,  executed,  acknowledged  and  delivered  all such
further instruments,  acts, deeds, and assurances as may be reasonably requested
by the Bank for the purpose of carrying  out the  provisions  and intent of this
Agreement or any other Loan Document.
                           (j) Depository Accounts.  Maintain all its depository
accounts exclusively at the Bank.
                           (k) Compliance  by  Subsidiaries.   Cause  all of the
Subsidiaries  to comply with the  covenants  in this  Section  5.01,  other than
Section  5.01(a)  to the  extent  it  requires  payment  of the  Notes and other
obligations to the Bank, and Section 5.01(j).

         SECTION 5.02. Negative Covenants of the Borrower. Unless the Bank shall
otherwise  consent  in  advance in  writing,  so


                                       35
<PAGE>

long as any of the  Obligations remain outstanding, the Borrower shall not:

                           (a) Liens,  Etc.  Create,  incur, assume or suffer to
exist any mortgage,  deed of trust,  pledge,  lien, security interest,  or other
charge or  encumbrance  (including,  without  limitation,  the lien or  retained
security title of a conditional  vendor) of any nature,  whether voluntary or by
operation of law,  upon or with respect to any of its  properties  or assets now
owned or hereafter acquired,  or assign or otherwise convey any right to receive
income, except in favor of the Bank.
                           (b) Indebtedness.  Create, incur, assume or suffer to
exist any Indebtedness,  except (i) Indebtedness to the Bank, and (ii) unsecured
trade  credit  incurred by the  Borrower in the  ordinary  course of business to
vendors of goods or  providers  of  services  to the  Borrower in respect of the
purchase price of such goods and services.
                           (c) Assumptions,  Guaranties, Etc. of Indebtedness of
Other  Persons.  Assume,  guarantee,  endorse or  otherwise  become  directly or
contingently liable (including,  without limitation, liable by way of agreement,
contingent or otherwise,  to purchase,  to provide funds for payment,  to supply
funds to or  otherwise  invest in any other  Person or  otherwise  to assure any
creditor of any other Person against loss) in connection  with any obligation or
indebtedness  of any other  Person,  except for (i)  guaranties  in favor of the
Bank, and (ii)  guaranties by endorsement of negoti-


                                       36
<PAGE>

able  instruments for deposit or collection in the ordinary course of business.
                           (d) Mergers, Etc.  Merge  or consolidate with or into
(or permit any  Subsidiary to merge with or into) any Person other than a merger
of one or more Subsidiaries into the Borrower or another Subsidiary;  or acquire
(or  permit  any  Subsidiary  to  acquire)  all or any  substantial  part of the
properties  or  assets  of any  Person;  or  assign,  transfer,  sell,  lease or
otherwise dispose of all or any part of its properties or assets, other than the
Romtec Acquistion,  sales of inventory in the ordinary course of business at not
less than fair market value and  dispositions of obsolete  equipment which is no
longer useful in the conduct of its business.
                           (e) Investments in  Other Persons.  Make or suffer to
exist any loan or advance to any Person or  purchase  or  otherwise  acquire any
capital stock or obligations of or any interest in, any Person, other than

                                    (i) readily marketable direct obligations of
                           the United  States of America  having a maturity date
                           not later than one year from the date of  acquisition
                           by the Borrower;

                                    (ii) commercial paper rated in either of the
                           two highest  rating  categories  by Standard & Poor's
                           Corporation  or  Moody's  Investors  Service,   Inc.,
                           having a  maturity  not  later  than 90 days from the
                           date of acquisition by the Borrower;

                                    (iii)  certificates of deposit issued by the
                           Bank or by any commercial  bank  organized  under the
                           laws of the  United  States of  America  or any State



                                       37
<PAGE>

                           thereof  that has a  combined  capital,  surplus  and
                           profits of not less than $50,000,00; and

                                    (iv) the Romtec  Acquisition  (including the
                           capitalization  of Acquisition Sub. 1 and Acquisition
                           Sub. 2 in connection therewith).

                           (f) Sale   of   Receivables,  Etc.   Discount,  sell,
transfer or  otherwise  dispose of, with or without  recourse,  any of its notes
receivable  or  accounts  receivable;  or  (except  in the  ordinary  course  of
business, for so long as no Event of Default exists) compromise or adjust any of
them, or grant any discounts, allowances or credits on any of them.
                           (g) Dividends,  Etc.  Declare  or  pay  any dividends
(payable  in cash,  property  or  otherwise);  or enter  into any  agreement  to
purchase,  redeem or otherwise  retire,  or apply any of its cash or property to
the purchase,  redemption or other  retirement  of, or set apart any sum for the
payment  of any  dividends  on,  any of its  capital  stock;  or make any  other
distribution to its shareholders as such.
                           (h) Maintenance   of   Tangible  Net  Worth.   Permit
consolidated  Tangible Net Worth of the Borrower to be less than:  (i)$4,000,000
through June 30, 2000;  and (ii) an amount as of the end of each fiscal  quarter
of Borrower  subsequent to June 30, 2000  determined  by adding  $350,000 to the
amount in effect at the end of the previous fiscal quarter.  To illustrate,  the
minimum  tangible  net  worth  will be  $4,350,000  at  September  30,  2000 and
$4,700,000  at  December  31,  2000 and so on.  Notwithstanding


                                       38
<PAGE>

anything to the contrary in the  foregoing,  if the Romtec  Acquistion  does not
occur,  the minimum  tangible net worth shall be  $8,750,000  at the end of each
fiscal quarter.
                           (i) Maintenance  of  Ratio  of  Total  Liabilities to
Tangible  Net  Worth.  Permit the ratio of  consolidated  Total  Liabilities  to
consolidated Tangible Net Worth of the Borrower to be more than (x) 2.50 to 1 as
of the end of any fiscal quarter until the Romtec  Acquisition  occurs,  and (y)
assuming  the Romtec  Acquisition  occurs,  7 to 1 as of March 31, 2000 and each
fiscal  quarter  thereafter  through and including  March 31, 2001, 5 to 1 as of
June  30,  2001  and the end of  each  fiscal  quarter  thereafter  through  and
including  March 31, 2002, 4 to 1 as of June 30, 2002 and the end of each fiscal
quarter  thereafter  through and including March 31, 2003, and 3 to 1 as of June
30, 2003 and the end of each fiscal quarter thereafter.
                           (j) Debt Service Coverage Ratio.  Permit the ratio of
(i) the sum of net income plus taxes,  depreciation,  amortization  and interest
expense  measured at the end of any fiscal quarter for the four trailing  fiscal
quarters, to (ii) the sum of current maturities of long-term  Indebtedness as of
the end of such fiscal quarter plus interest  expense for such period to be less
than 1.35 to 1 on a consolidated basis.
                           (k) Current Ratio.  Permit  the ratio of consolidated
Current Assets to consolidated  Current  Liabilities as of the end of any fiscal
quarter to be less than 1.1 to 1.



                                       39
<PAGE>

                           (l) Change in  Nature of Business.  Make any material
change in the nature of its business.
                           (m) Transactions   with   Affiliates.   Directly   or
indirectly  purchase,  acquire or lease any property from, or sell,  transfer or
lease any property to, or enter into any other  material  transaction  with, any
director,  officer,  agent or other  Affiliate  of the  Borrower or any relative
thereof,  except:  (i)  transactions  in the ordinary  course of business and at
prices and on terms not less  favorable to the  Borrower  than those which would
have been obtained in an arm's length  transaction with a  non-Affiliated  third
party, (ii) transactions reasonably required to support the capital needs of the
Subsidiary identified on Schedule B hereto.

         SECTION 5.03.  Reporting   Requirements.   So   long   as  any  of  the
Obligations remains  outstanding,  the Borrower shall, unless the Bank otherwise
consents in writing, furnish to the Bank:

                           (a) Notice of Default: as soon as possible and in any
                  event  within  five  days  after  it  becomes   aware  of  the
                  occurrence of each Event of Default (or each event which, with
                  the  giving  of  notice  or  lapse  of  time  or  both,  would
                  constitute an Event of Default),  the written statement of the
                  chief financial  officer of the Borrower setting forth details
                  of such Event of Default (or such other  event) and the action
                  which the Borrower proposes to take with respect thereto;

                           (b) Notice of Adverse Condition: as soon as possible,
                  the written  statement of the chief  financial  officer of the
                  Borrower  setting  forth  details  of  any  action,  event  or
                  condition of any nature of which the Borrower is aware,  which
                  may  reasonably be expected to have a material  adverse effect
                  upon  the  business,  assets  or  financial  condition  of the
                  Borrower and the action



                                       40
<PAGE>

                  which the  Borrower  proposes to take with respect thereto;

                           (c) Quarterly Report: as soon as available and in any
                  event  within 45 days after the end of each of the first three
                  quarters of each fiscal year of the Borrower, the consolidated
                  and consolidating  balance sheet of the Borrower as of the end
                  of  such  quarter  and  the  consolidated  and   consolidating
                  statements   of   operations,   cash  flows  and   changes  in
                  shareholders' equity of the Borrower for the period commencing
                  at the end of the previous fiscal year and ending with the end
                  of  such  quarter,  setting  forth  in  comparative  form  the
                  corresponding  figures for the previous  fiscal  year,  all in
                  reasonable  detail and duly  certified  (subject  to  year-end
                  audit  adjustments)  by the  chief  financial  officer  of the
                  Borrower as having  been  prepared  in  accordance  with GAAP,
                  together with a  certificate  of said officer (i) stating that
                  such  officer  does not have  any  knowledge  that an Event of
                  Default (or an event  which,  with notice or the lapse of time
                  or both,  would  constitute an Event of Default) exists or, if
                  an Event of  Default  (or such  other  event)  does  exist,  a
                  statement as to the nature  thereof and the actions  which the
                  Borrower  proposes  to take  with  respect  thereto,  and (ii)
                  showing calculations of the Borrower's compliance at and as of
                  the end of each such fiscal quarter, with each financial ratio
                  and requirement of Section 5.02 of this Agreement;

                           (d) Annual  Report:  as soon as available  and in any
                  event  within 90 days after the end of each fiscal year of the
                  Borrower,  an  annual  audit  report  for  such  year  for the
                  Borrower, including therein the consolidated and consolidating
                  balance  sheet of the  Borrower  as of the end of such  fiscal
                  year and the  consolidated  and  consolidating  statements  of
                  operations,  cash flows and changes in stockholders' equity of
                  the  Borrower  for  such  fiscal   year,   setting   forth  in
                  comparative form the  corresponding  figures for the preceding
                  fiscal  year,   prepared  in  accordance  with  GAAP,  all  in
                  reasonable   detail  and  in  each  case  duly   certified  by
                  independent   certified   public   accountants  of  recognized
                  standing  acceptable to the Bank,  and by the chief  financial
                  officer  of the  Borrower,  together  with  (i) a copy  of the
                  management  letter,  if any, issued by such accounting firm to
                  the Borrower;  and (ii) a certificate of said  accounting firm
                  (A) stating  that,  in the course of auditing and reporting on
                  the financial statements of


                                       41
<PAGE>

                  the   Borrower   for such fiscal  year,  they did not discover
                  that an Event of Default  (or  an event which,  with notice or
                  the  lapse  of  time or  both,  would  constitute  an Event of
                  Default)  had  occurred  at  any time during such fiscal year,
                  or, if an Event of Default (or  such  other  event) did occur,
                  the nature  thereof,  and (B)  showing   calculations   of the
                  Borrower's   compliance    with   each  financial   ratio  and
                  requirement of Section 5.02 of this   Agreement;   and (iii) a
                  certificate  of  the chief  financial  officer of the Borrower
                  stating  that  such officer does not have any  knowledge  that
                  an Event  of  Default (or an event  which,  with notice or the
                  lapse of time or  both,  would constitute an Event of Default)
                  exists,  or, if an Event  of  Default  (or such  other  event)
                  does  exist,  a  statement  of  the  nature  thereof   and the
                  actions  which  the  Borrower  proposes  to take with  respect
                  thereto;


                           (e) SEC Reports:  as soon as  practicable,  but in no
                  event  later  than ten (10) days after the same are filed with
                  the Securities and Exchange Commission,  copies of all reports
                  on Form 10-K, 10-Q, 8-K and definitive  proxy  materials,  and
                  any exhibits to the  foregoing  if requested by the Bank,  and
                  any registration  statement or other filing of the Borrower if
                  requested by the Bank.

                           (h)  Notice  of   Lawsuits  or   Reportable   Events:
                  immediately  after (i) it  becomes  aware of the  commencement
                  thereof,   notice  in  writing  of  all  actions,   suits  and
                  proceedings  before  any  court  or  governmental   authority,
                  domestic  or  foreign,  affecting  the  Borrower or any of its
                  properties,  directly or  contingently,  which,  if determined
                  adversely,  would  have  a  material  adverse  effect  on  the
                  financial condition, properties or operations of the Borrower,
                  and (ii) it becomes aware of the occurrence thereof, notice in
                  writing of any "Reportable  Event" (as that term is defined in
                  ERISA) under any Plan; and

                           (i) Other   Information:   such   other   information
                  respecting  the  business,  properties   or the  conditions or
                  operations,  financial or otherwise,  of  the  Borrower as the
                  Bank may from time to time reasonably request.



                                       42
<PAGE>

                                   ARTICLE VI
                                EVENTS OF DEFAULT

         SECTION 6.01 Events of Default.  If any of the following  events (each,
an "Event of Default") shall occur, that is to say:

                           (a) If the Borrower  shall  default in the payment of
                  any  principal  of any Note,  or interest on any Note,  on the
                  date on which such payment shall become due; or

                           (b) If any  representation  or  warranty  made by the
                  Borrower in any of the Loan  Documents or in any  certificate,
                  agreement,  instrument or statement contemplated by or made or
                  delivered  pursuant to or in connection  with this  Agreement,
                  shall prove to have been  incorrect  in any  material  respect
                  when made; or

                           (c) If the Borrower  shall fail to perform or observe
                  any term,  covenant or agreement  contained in Section 5.02 of
                  this Agreement; or

                           (d) If the Borrower  shall fail to perform or observe
                  any term,  covenant or agreement  contained in Section 5.01 or
                  5.03 or Article VII of this  Agreement,  or the Borrower shall
                  fail to  observe  or  perform  any  other  term,  covenant  or
                  agreement  contained in any of the Loan  Documents on its part
                  to be performed or observed, and any such failure is not cured
                  within 30 days; or

                           (e) If any  default or event of default  shall  occur
                  under  any  instrument  or  agreement  (other  than  the  Loan
                  Documents) now or hereafter  existing  between the Borrower or
                  any of the Subsidiaries and the Bank,  irrespective of whether
                  or not such  agreement or instrument  relates to the financing
                  contemplated by this Agreement; or

                           (f) If the Borrower or any of its Subsidiaries  shall
                  fail to pay any  Indebtedness  (other than as evidenced by any
                  Note) owing by it to any other  creditor,  or any  interest or
                  premium  thereon,  when due, whether such  Indebtedness  shall
                  become due in installments, by scheduled maturity, by required
                  prepayment,  by acceleration,  by demand or otherwise;  or any



                                       43
<PAGE>

                  event of default or event which,  with the giving of notice or
                  lapse of time or both,  would  constitute  an event of default
                  shall occur under any agreement or instrument (other than this
                  Agreement)   evidencing   or   securing  or  relating  to  any
                  Indebtedness owing by the Borrower or any of its Subsidiaries,
                  if the effect of such event is to permit the holder(s) of such
                  other   Indebtedness   to  accelerate  the  maturity  of  such
                  Indebtedness; or

                           (g) If any of the Loan  Documents  at any time  after
                  execution  and delivery and for any reason,  shall cease to be
                  in full force and effect or shall be  declared  to be null and
                  void,  or the  validity  or  enforceability  thereof  shall be
                  contested by any party thereto; or

                           (h) If a decree or order for relief  shall be entered
                  by a court having  jurisdiction  in the premises in respect of
                  the Borrower or any  Subsidiary in an  involuntary  case under
                  the federal bankruptcy code, as now or hereafter  constituted,
                  or any other applicable federal,  state or foreign bankruptcy,
                  insolvency  or other  similar law, or a receiver,  liquidator,
                  assignee, custodian, trustee, sequestrator or similar official
                  shall be appointed for the Borrower or any of its Subsidiaries
                  or for any substantial part of their respective properties, or
                  the windingup or liquidation of their respective affairs shall
                  be ordered,  and any such decree,  order or appointment  shall
                  continue unstayed and in effect for a period of 60 consecutive
                  days; or

                           (i) If the Borrower or any of its Subsidiaries  shall
                  commence a voluntary case under the federal  bankruptcy  code,
                  as now or  hereafter  constituted,  or  any  other  applicable
                  federal,  state or  foreign  bankruptcy,  insolvency  or other
                  similar law, or any of them shall  consent to the  appointment
                  of or taking possession by a receiver,  liquidator,  assignee,
                  trustee, custodian,  sequestrator or other similar official of
                  the  Borrower  or  any  of  its   Subsidiaries,   or  for  any
                  substantial  part of their  respective  properties,  or any of
                  them shall make any  assignment  for the benefit of creditors,
                  or  the  Borrower  or  any  of  its  Subsidiaries  shall  fail
                  generally to pay their  respective  debts as such debts become
                  due,  or the  Borrower or any of its  Subsidiaries  shall take
                  corporate action in furtherance of any of the foregoing; or



                                       44
<PAGE>

                           (j) If  either  (i) any  person  shall  engage or has
                  engaged in any "prohibited transaction" (as defined in Section
                  406 of ERISA or Section 4975 of the Code)  involving any Plan,
                  (ii) any  "accumulated  funding  deficiency"  (as  defined  in
                  Section 302 of ERISA), whether or not waived, shall exist with
                  respect to any Plan,  (iii) a Reportable  Event (as defined in
                  ERISA)  shall  occur with  respect  to, or  proceedings  shall
                  commence to have a trustee  appointed,  or a trustee  shall be
                  appointed,  to  administer or to  terminate,  any Plan,  which
                  Reportable  Event or  institution  or  proceeding  is,  in the
                  reasonable   opinion   of  Bank,   likely  to  result  in  the
                  termination of such Plan for purposes of Title IV of ERISA, or
                  (iv) any Plan  shall  terminate  for  purposes  of Title IV of
                  ERISA,  and in each case in clauses (i)  through  (iv) of this
                  paragraph  (i),  such event or  condition,  together  with all
                  other such  events or  conditions,  if any,  are likely in the
                  reasonable opinion of Bank to subject the Borrower to any tax,
                  penalty or other  liabilities  in the  aggregate  material  in
                  relation to the business, operations, property or financial or
                  other condition of the Borrower taken as a whole; or

                           (k) If one or more  judgments  or  decrees  shall  be
                  entered  against  the  Borrower  or any  of  its  Subsidiaries
                  involving in the  aggregate a liability  (not fully covered by
                  insurance)  of  $250,000  or more and all such  judgments  and
                  decrees shall not have been  vacated,  discharged or stayed or
                  bonded  pending appeal within 120 days from the entry thereof;
                  or

                           (l) If the  financial  condition  of the Borrower and
                  its Subsidiaries  materially  deteriorates (in the judgment of
                  the Bank) or an event  occurs  which (in the  judgment  of the
                  Bank) materially  impairs the financial  responsibility of the
                  Borrower;

then, and in any such event,  the Bank may do any or all of the  following:  (X)
declare the entire unpaid principal amount of any or all the Notes, all interest
accrued and unpaid thereon and all other amounts payable under this Agreement to
be  immediately  due  and  payable,  whereupon  the  same  shall  become  and be
immediately due and payable,  without presentment,  demand, protest or notice of



                                       45
<PAGE>

any kind,  all of which are hereby  expressly  waived by the Borrower  (provided
however that upon the occurrence of any Event of Default described in paragraphs
(h) or (i) with respect to the Borrower,  all the foregoing shall  automatically
become  immediately due and payable);  (Y) cease making any further Advances and
cease  issuing  any  further  Letters of Credit;  and (Z)  exercise  any and all
remedies  allowed  to it by  any  document  executed  in  connection  with  this
Agreement or otherwise available at law or in equity.

                                   ARTICLE VII
                              ADDITIONAL PROVISIONS

         SECTION 7.01 Certain Environmental Matters. (A) In the event that there
shall  be  filed a lien  against  any of the  property  of the  Borrower  by any
governmental  jurisdiction  or  any  instrumentality  thereof  arising  from  an
intentional or  unintentional  action or omission of the Borrower,  resulting in
the releasing,  spilling,  pumping,  emitting,  emptying or dumping of hazardous
substances  into the waters of such State or onto lands from which it might flow
or drain into said  waters,  then,  within  thirty  (30) days from the date that
Borrower is given notice that the lien has been placed  against such property or
within such  shorter  period of time in the event that such State has  commenced
steps to cause such property to be sold pursuant to the lien, the Borrower shall
either (i) pay the claim and remove the lien from the  applicable  property,  or
(ii) furnish (a) a bond  satisfactory


                                       46
<PAGE>

to the State  agency  that  imposed  the lien in the  amount of the claim out of
which the lien  arises,  (b) a cash  deposit  in the  amount of the claim out of
which the lien arises,  or (c) other security  reasonably  satisfactory  to such
agency  in an amount  sufficient  to  discharge  the claim out of which the lien
arises.
                           (B) Should   the   Borrower   cause   or  permit  any
intentional  or  unintentional  action or omission  resulting in the  releasing,
spilling,  leaking,  pumping, pouring, emitting emptying or dumping of hazardous
substances  into the waters or onto the lands of any  State,  or into the waters
outside the jurisdiction of any State resulting in damage to the lands,  waters,
fish, shellfish,  wildlife,  biota, air and other resources owned, managed, held
in trust or otherwise  controlled by any State, without having obtained a permit
issued by the appropriate governmental authorities,  the Borrower shall promptly
clean up the same in accordance with all applicable federal,  state and/or local
statutes, laws, ordinances, rules and regulations.
         SECTION 7.02. Collateral Assignment of Accounts. As collateral security
for the payment of the Obligations and of all other  obligations and liabilities
of the Borrower to the Bank, whether now existing or hereafter arising, absolute
or contingent,  foreseen or unforeseen, of every kind or nature whatsoever,  the
Borrower  hereby  grants to the Bank a security  interest in and lien upon,  and
hereby assigns to the Bank, all funds, balances and other property of every kind
of the Borrower,  or in which the


                                       47
<PAGE>

Borrower has an interest, now or hereafter in the possession, custody or control
of the  Bank or any Bank  Affiliate.  For  purposes  of the  perfection  of said
security  interest and assignment  only,  possession of said funds,  balances or
other property of the Borrower by any Bank Affiliate  shall be deemed to be, and
the Borrower  hereby  agrees,  is,  possession of said funds,  balances or other
property of the Borrower by the Bank.
         SECTION 7.03.  Stamp Taxes.  The Borrower  shall pay any stamp taxes or
any taxes in the nature  thereof  which may be payable  in  connection  with the
execution and delivery of any Note. The Borrower hereby forever  indemnifies and
saves the Bank harmless  against any and all liability  which the Bank may incur
or which may be assessed against the Bank with respect to such tax.
         SECTION  7.04.  Disclosure  of  Financial  Information.   The  Borrower
authorizes  the Bank to  respond  to  credit  inquiries  from  trade  creditors,
financial  institutions,  financial information  distribution  organizations and
others. These responses may include, but are not limited to, loan amounts, terms
and  balances,  deposit  balances and history,  payment  history and return item
history.  The Borrower  agrees to indemnify,  defend,  release and hold the Bank
harmless,  at the  Borrower's  cost and  expense,  from and  against any and all
lawsuits, claims, actions,  proceedings,  suits, damages, judgments,  penalties,
costs and expenses, including but not limited to attorney's fees and court costs
or suits based on or arising out of the Bank's  reporting or


                                       48
<PAGE>

disclosure of such  information.  The Bank is hereby  authorized to disclose any
financial  or other  information  about the Borrower to any  regulatory  body or
agency  having  jurisdiction  over  the  Bank  or  to  any  present,  future  or
prospective  participant or successor in interest in any loan or other financial
accommodation made by the Bank to the Borrower.
         SECTION  7.05.  Letter  of  Credit.  Neither  the  Bank  nor any of its
officers or directors  shall be liable or responsible  for (i) the use which may
be made of any Letter of Credit or for any acts or omissions of the  beneficiary
or any  transferee in connection  therewith;  (ii) the validity,  sufficiency or
genuineness  of  documents  presented  under  any  Letter of  Credit,  or of any
endorsements  thereon,  even if such documents should in fact prove to be in any
or all respects invalid,  insufficient,  fraudulent or forged;  (iii) payment by
the Bank against presentation of documents which do not comply with the terms of
any Letter of Credit (including, without limitation, failure of any documents to
bear any  reference  or adequate  reference  to a Letter of Credit) or any other
circumstances  whatsoever  in making or failing to make payment under any Letter
of  Credit,  except  only that the Bank shall be liable to the  Borrower  to the
extent,  but only to the  extent,  of any direct,  as opposed to  consequential,
damages  suffered by the Borrower  which the Borrower  proves were caused by the
Bank's willful  misconduct or gross negligence in determining  whether


                                       49
<PAGE>

documents  presented  under a Letter  of  Credit  comply  with the terms of such
Letter of Credit.  In furtherance  and not in limitation of the  foregoing,  the
Bank may accept  documents  that  appear on their  face to be in order,  without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary.
                           (B) The  Bank  shall  not be liable or responsible in
any respect for (i) any error, omission,  interruption or delay in transmission,
dispatch  or  delivery  of  any  message  or  advice,  however  transmitted,  in
connection with any Letter of Credit,  or (ii) any action,  inaction or omission
which  may be taken by it in good  faith,  absent  willful  misconduct  or gross
negligence  (in  either  of which  events  the  extent of the  Bank's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with any Letter of Credit.  The Borrower
further  agrees  that any  action  taken  or  omitted  by the  Bank  under or in
connection  with a Letter of Credit or the related draft or  documents,  if done
without willful  misconduct or gross negligence,  shall be effective against the
Borrower  as to the  rights,  duties and  obligations  of the Bank and shall not
place the Bank under any liability to the Borrower.



                                       50
<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

         SECTION 8.01. No Waiver;  Cumulative  Remedies.  No failure or delay on
the part of the Bank in exercising any right, power or remedy hereunder or under
any  other  Loan  Document  and no course of  dealing  between  the Bank and the
Borrower,  shall  operate as a waiver of any such  right,  power or remedy;  nor
shall any single or partial exercise of any right,  power or remedy preclude any
other or further exercise  thereof or the exercise of any other right,  power or
remedy  hereunder or under any other Loan Document.  The remedies  herein and in
the other Loan Documents provided are cumulative and not exclusive of each other
or of any other remedies allowed by law or equity.
         SECTION 8.02. Amendments, Etc. No amendment, modification, termination,
or waiver of any provision of this Agreement or of any other Loan Document,  and
no  consent  to any  departure  therefrom  by the  Borrower  or any other  party
thereto, shall in any event be effective unless the same shall be in writing and
signed by the Bank,  and then such waiver or consent shall be effective  only in
the specific instance and for the specific purpose for which given. No notice to
or demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances.
         SECTION  8.03.  Addresses  for Notices,  Etc.  All  notices,  requests,
demands, directions and other communications


                                       51
<PAGE>

provided for  hereunder or under any other  Borrower  Loan Document and shall be
sufficient  if  delivered  personally  (including  by  Federal  Express or other
recognized courier) or if mailed by certified mail, return receipt requested, to
the applicable party at the addresses indicated below:

                           If to the Borrower:
                           -------------------

                           Total Research Corporation
                           5 Independence Way
                           Princeton, New Jersey 08543-5303

                           If to the Bank:
                           ---------------

                           Summit Bank
                           301 Carnegie Center
                           CN 5316
                           Princeton, New Jersey 08540-5316
                           Attn: Edward Winslow

                           -  with a duplicate copy to -

                           Norris, McLaughlin & Marcus
                           721 Route 202/206
                           P. O. Box 1018
                           Somerville, New Jersey 08876
                           Attention:  Douglas R. Brown, Esq.

or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party  complying as to delivery with the terms
of this  Section.  No failure to provide a  duplicate  copy as  aforesaid  shall
nullify or otherwise  impair the  effectiveness  of a notice,  request,  demand,
direction or other communication given to the Borrower or the Bank. All notices,
requests,  demands,  directions  and other  communications  shall (if  delivered
personally)  be  effective  when  delivered or (if mailed)


                                       52
<PAGE>

two days after having been deposited in the mail, addressed as aforesaid.
         SECTION 8.04.  Costs and Expenses; Indemnity.  (a)  The Borrower agrees
to pay on demand  all  costs and  expenses  of the Bank in  connection  with the
preparation,  execution, delivery, administration,  modification and enforcement
of any and all of  this  Agreement  and the  other  Loan  Documents  (including,
without  limitation the fees and  disbursements of both United States and United
Kingdom counsel for the Bank).

                           (b) The Borrower agrees  to indemnify, save, and hold
harmless  the  Bank  and  its  directors,   officers,   agents,   and  employees
(collectively the "indemnitees") from and against:

                                    (i) any and all claims, demands, actions, or
                  causes of action that are asserted  against any  indemnitee by
                  any Person if the claim,  demand,  action,  or cause of action
                  directly or indirectly relates to a claim, demand,  action, or
                  cause of action  that the Person has or  asserts  against  the
                  Borrower or any Subsidiary; and

                                    (ii) any and all liabilities, losses, costs,
                  or expenses  (including  attorneys'  fees) that any indemnitee
                  suffers or incurs as a result of the  assertion  of any claim,
                  demand,   action,   or  cause  of  action   specified  in  the
                  immediately preceding subparagraph (i).

The covenants and  agreements of this Section shall survive the repayment of the
Obligations and the cancellation of the Notes.
         SECTION 8.05. Execution in Counterparts. This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which shall


                                       53
<PAGE>

be deemed to be an original  and all of which (taken together)  shall constitute
one and the same agreement.
         SECTION  8.06.  Governing  Law.  This  Agreement  and  the  other  Loan
Documents  shall be governed by, and construed in accordance  with, the internal
laws of the  State  of New  Jersey  (without  giving  effect  to  principles  of
conflicts  of  law),  except  to the  extent  that  the  grant,  perfection  and
enforcement  of any charge or lien are  required  to be  governed  by the law of
England and Wales or where the State in which the property  subject to such lien
is located.
         SECTION 8.07.  Severability of Provisions;  Headings.  Any provision of
this   Agreement  or  of  any  other  Loan  Document   which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   hereof  or  thereof  or   affecting   the  validity  or
enforceability of such provision in any other jurisdiction.  Article and Section
headings in this Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
         SECTION 8.08.  Set-Off.  In addition to all other rights it may have at
law or otherwise, upon the occurrence and during the continuance of any Event of
Default,  the Bank is  hereby  authorized  at any  time  and from  time to time,
without notice, to apply (and cause to be applied) any and all deposits (general
and


                                       54
<PAGE>

special and whether matured or unmatured), account balances and credits of or in
favor of the  Borrower at any time  existing in any branch or office of the Bank
or any Bank  Affiliate,  against  all  obligations  of the  Borrower to the Bank
arising  under this  Agreement  or any other  Borrower  Loan  Document,  and the
Borrower shall continue to be liable to the Bank for any deficiency.
         SECTION 8.09 Integration;  Entire Agreement.  This Agreement  restates,
replaces and supersedes, the Original Agreement. Nothing in this Agreement shall
be construed,  however,  as a termination  of or a novation with respect to, any
liabilities or obligations  outstanding  from the Borrower to the Bank under the
Original  Agreement  or  otherwise,  or to  adversely  affect the  existence  or
priority of any security interest, lien or encumbrance heretofore granted by the
Borrower  to  the  Bank  to  secure  such  liabilities  and  obligations  or the
effectiveness  of  the  security  agreements,   collateral  assignments,  pledge
agreements or other agreements and instruments creating such security interests,
liens and  encumbrances,  all of which shall  continue in full force and effect.
This Agreement, and the other Loan Documents and other instruments and documents
to be delivered hereunder and thereunder, are intended by the parties hereto and
thereto  to be  an  integrated  contract,  which  together  contain  the  entire
understandings  of the  parties  with  respect to the subject  matter  contained
herein and therein;  this Agreement and the other Loan  Documents  supersede all
prior  agreements  and  understandings


                                       55
<PAGE>

between the parties  with  respect to such subject  matter,  whether  written or
oral.
         SECTION 8.10.  Survival  of   Agreements.  All  agreements,  covenants,
representations and  warranties  made  herein  shall survive the delivery of the
Notes.
         SECTION 8.11. Waiver of Trial By Jury. IN ANY LITIGATION ARISING OUT OF
OR RELATING  TO ANY OF THE MATTERS  CONTAINED  IN THIS  AGREEMENT  OR ANY OF THE
DOCUMENTS  DELIVERED IN  CONNECTION  HEREWITH IN WHICH THE BORROWER AND THE BANK
ARE ADVERSE PARTIES, THE BORROWER AND THE BANK HEREBY WAIVE TRIAL BY JURY.
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                              TOTAL RESEARCH CORPORATION



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


                                              SUMMIT BANK


                                              By:/s/ Anthony W. LaMarca
                                                 ---------------------------
                                                 Anthony W. LaMarca,
                                                 Vice President




                                       56
<PAGE>


Exhibit A:        Identification of Original Agreement and Superseded
                  Notes
Exhibit B:        Form of Facility A Note
Schedule A:       Form of Request for Advance
Schedule B:       Supplementary Information with respect to
                  Representations and Warranties in Article IV




                                       57
<PAGE>


                                    EXHIBIT A

                            List of Prior Agreements


     1.  Credit  Agreement  dated  as  of  December  23,  1991  ,  as  the  same
subsequently was amended by

         (a)  the Amendment to Credit Agreement dated June 30, 1993;

         (b)  the Second  Amendment to Credit Agreement dated as of February 29,
1994;

         (c)  the Third Amendment to Credit Agreement dated as of June 29, 1994;

         (d)  the Fourth Amendment to Credit Agreement dated as of September 14,
1994;

         (e)  the Fifth Amendment to  Credit  Agreement  dated  as of January 1,
1995;

         (f)  the  Sixth  Amendment to Credit Agreement dated as of May 3, 1995;
and

         (g) the Seventh Amendment to Credit Agreement dated June 20, 1995.

     2. Amended and Restated Credit  Agreement dated as of December 28, 1995, as
the same subsequently was amended by

         (a)  the Amendment to Amended and Restated Credit Agreement dated as of
October 10, 1996;

         (b)  the  Second  Amendment  to  Amended  and Restated Credit Agreement
dated as of February 10, 1998

         (c)  the Third Amendment to Amended and Restated Credit Agreement dated
as of July 17, 1998;

         (d)  the  Fourth  Amendment  to  Amended  and Restated Credit Agreement
dated as of August 18, 1998

         (e)  The  Fifth  Amendment  to  Amended  and Restated Credit  Agreement
dated as of September 18, 1998;

         (f)  the Sixth Amendment to Amended and Restated Credit Agreement dated
as of January 1, 1999;

                                       58
<PAGE>

          (g) the  Seventh  Amendment  to  Amended and Restated Credit Agreement
dated as of September 30, 1999;

         (h)  the  Eighth  Amendment  to  Amended  and Restated Credit Agreement
dated as of December 1, 1999





                                       59
<PAGE>

                                   SCHEDULE A

                           Form of Request for Advance


                  THIS  REQUISITION  is being  delivered  pursuant to the Second
Amended and Restated Credit  Agreement dated March _____,  2000 (as the same may
be Second  Amended and Restated  amended or restated  from time to time) between
TOTAL RESEARCH  CORPORATION  (the  "Borrower") and SUMMIT BANK (the "Bank") (the
"Credit  Agreement").  All capitalized terms used in this Request shall have the
respective meanings ascribed to them in the Credit Agreement.

                  1. The  Borrower  hereby  requests  a  Facility  A Loan in the
amount of $____________.

                  2. The  Borrower  hereby  requests a Facility B Advance in the
amount of $____________.

                  3. To induce  the Bank to make  such  Advances,  the  Borrower
hereby represents and warrants to the Bank that:

                           (i) all the representations and warranties  contained
                  in the Credit Agreement are true and complete on and as of the
                  date hereof  (with the same effect as if made on and as of the
                  date hereof); and

                           (ii) no Event of Default  (and no event  which,  with
                  notice or the  passage of time or both,  would  constitute  an
                  Event of Default) exists; and

                           (iii)  the  Borrower   has  no  offset,   defense  or
                  counterclaim  with respect to any of its obligations under the
                  Credit Agreement or any of the other Loan Documents;

                                                     TOTAL RESEARCH CORPORATION


                                                     By:
                                                        ------------------------


Dated: ________________, 2000


<PAGE>


                                   SCHEDULE B

                    Supplementary Information with respect to
                  Representations and Warranties in Article IV
                  --------------------------------------------



ss.4.01(a) -        Names of all States in which the Borrower is qualified
                    to do business as a foreign corporation:
                    ------------------------------------------------------

                      Borrower: New Jersey, Minnesota
                                    [CONFIRM]




ss.4.01(b) -          Names   of   corporations,    partnerships,    limited
                      partnerships  and joint  ventures in which the Borrower is
                      an investor, member or participant:
                      ----------------------------------------------------------

                      Total Research,  Ltd - 100% owned by Borrower  Acquisition
                      Sub 1 - 100%  owned by  Borrower  Acquistion  Sub 2 - 100%
                      owned by Acquisition Sub 1
                           Romtec, a UK  corporation  to be owned by Acquisition
                              Sub 2


ss.4.01(e) -        Description of actions, suits and proceedings:
                    ----------------------------------------------





ss.4.01(p) -        Identification of all patents, patent applications and
                    registered trademarks of the Borrower:
                    ------------------------------------------------------
Description           Owner   Identifying Number        Date Filed
-----------           -----   ------------------        ----------




<PAGE>

ss.4.01(r) -        Names of all jurisdictions (State and County) in which
                    any tangible personal property of the Borrower is
                    located:
                    ------------------------------------------------------

                      Borrower:     Minnesota (Hennepin County)
                                    New Jersey (Mercer County)
                                    Tampa, Florida
                                    Poughkeepsie, New York
                                    Chicago, Illinois