EMPLOYMENT AGREEMENT
                              --------------------

     EMPLOYMENT  AGREEMENT  dated  as of July 1,  2000  between  Total  Research
Corporation,   a   Delaware   corporation   ("Company"),   and   Matthew   Kirby
("Executive").

                                   BACKGROUND
                                   ----------

     Executive  will serve as the Chief  Financial  Officer  under an Employment
Agreement with Company effective July 1, 2000.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained  herein and intending to be legally bound hereby,  the parties  hereto
agree as follows:


                                      TERMS
                                      -----

SECTION 1. CAPACITY AND DUTIES

     1.1 EMPLOYMENT;  ACCEPTANCE OF EMPLOYMENT. Company hereby employs Executive
and Executive  hereby accepts  employment by Company for the period and upon the
terms and conditions hereinafter set forth.

     1.2 CAPACITY AND DUTIES.
         -------------------

     (a)  Executive  shall  initially  serve as Chief  Financial  Officer of the
Company.  Executive shall perform the duties and have the  responsibilities of a
Chief Financial Officer as described in the "Position  Description" delivered to
Executive, as such "Position Description" may be revised by Company from time to
time, provided,  however, that the Company may not make material changes without
the concent of the  Executive.  Executive  shall  perform  such other duties and
shall have such authority  consistent with his position as may from time to time
be  specified  by the Chief  Executive  Officer  of  Company.  Executive  may be
appointed  by the Chief  Executive  Officer to another  senior  level  position,
provided  such  appointment  does  not  result  in a  reduction  in  Executive's
compensation and benefits under this Agreement.  Executive shall report directly
to the Chief Executive Officer, and shall perform Executive's duties for Company
principally at Company's  principal  executive offices,  presently in Princeton,
New Jersey,  except for periodic  travel that may be necessary or appropriate in
connection with the performance of Executive's duties hereunder.

     (b) Executive shall devote Executive's full working time, energy, skill and
best efforts to the  performance of Executive's  duties  hereunder,  in a manner
that will  faithfully  and  diligently  further the  business  and  interests of
Company,  and shall not be employed  by, or  participate  or engage in or in any
manner be a part of the  management  or operation  of, any  business  enterprise
other than Company  without the prior written  consent of the Board of Directors
of  Company  (the  "Board").  Notwithstanding  the  above,  Executive  shall  be
permitted,  to the extent such  activities do not interfere or conflict with the
performance by Executive of Executive's duties and  responsibilities  hereunder,
(i) to manage  Executive's  personal,  financial and legal affairs,  and (ii) to
serve on  civic,  charitable  or  professional  boards or  committees  (it being
expressly understood and agreed that Executive's continuing to serve on any such
board and/or  committees on which Executive is serving,  or with which Executive
is otherwise  associated (each of which has been disclosed to Company in writing
prior to the execution of Executive's  Agreement),  as of the Commencement  Date
(as defined  below),  shall be deemed not to interfere  with the  performance by
Executive of Executive's duties and responsibilities under this Agreement).

     (c) Executive represents and warrants to Company that Executive is under no
contractual or other restriction or obligation which conflicts with, violates or
is  inconsistent  with the  execution  of this  Agreement,  the  performance  of
Executive's duties hereunder, or the other rights of Company hereunder.



                                       1
<PAGE>

     (d) During the Term, Executive shall be entitled to participate as a member
of the Company's  Management  Council.  The Management  Council shall consist of
Executive and certain other senior officers of the Company and shall serve as an
advisory and  consultative  body on such  significant  strategic  and  operating
issues as the Chairman or  President of the Company  determine to present to the
Management  Council  prior  to  decisions  on  such  issues  being  made  by the
President, the Executive Committee or the Board of Directors.

SECTION 2. TERM OF EMPLOYMENT

     2.1 Term. The term of Executive's  employment  hereunder  shall commence on
the date hereof (the  "Commencement  Date") and continue until June 30, 2002, as
further  extended  or unless  sooner  terminated  in  accordance  with the other
provisions hereof (the "Term").  The second year of this Term (July 1, 2001-June
30, 2002) is based on the  discretion of the Company.  If the Company elects not
to employ the  Executive  for this  second  year  term,  the  Executive  will be
entitled to severance pay in accordance with Section 4.4 of this agreement.

SECTION 3. COMPENSATION

     3.1 Basic Compensation. As compensation for Executive's services during the
Term,  Company  shall pay to  Executive a salary  effective  July 1, 2000 in the
amount  specified on Exhibit A,  attached  hereto and made a part  hereof..  The
salary shall be payable in periodic  installments  in accordance  with Company's
regular  payroll  practices for its executive  personnel at the time of payment,
but in no event less  frequently  than monthly.  Executive's  annual salary,  as
determined in accordance  with this Section 3.1, is  hereinafter  referred to as
Executive's "Base Salary."

     3.2 Performance Bonus. As additional compensation for the services rendered
by  Executive  to Company  pursuant  to this  Agreement  for the  fiscal  period
commencing  July 1, 2000, the Executive  shall be entitled to participate in the
Senior Management  Compensation Plan, attached hereto and incorporated hereby as
Exhibit A (the "Compensation Plan").

     3.3  Employee  Benefits.  During the Term,  Executive  shall be entitled to
participate in such of Company's  employee  benefit plans and benefit  programs,
including medical,  hospitalization,  dental,  disability,  accidental death and
dismemberment  and travel accident plans and programs,  as may from time to time
be provided by Company for its senior executives generally. In addition,  during
the Term Executive shall be eligible to participate in all pension,  retirement,
savings and other employee  benefit plans and programs  maintained  from time to
time by Company  for the  benefit of its senior  executives  generally.  Company
shall have no obligation,  however,  to maintain any particular program or level
of benefits referred to in this Section 3.3.

     3.4 Other  Benefits.  During the Term, the Company shall provide  Executive
with an  automobile  allowance of $500.00 per month for the use of an automobile
owned  or  leased  by  him  in  accordance  with  the  policies  and  procedures
established by the Company from time to time for executive employees.

     3.5  Vacation.  Executive  shall be  entitled  to the normal and  customary
amount of paid vacation provided to senior executives of the Company  generally,
but in no event less than 20 days during each 12 month period, beginning on July
1, 2000.  Any vacation  days that are not taken in a given 12 month period shall
accrue  and  carry  over  from  year to year up to a  maximum  of 20  days.  The
Executive  may be granted  leaves of absence  with or without pay for such valid
and  legitimate  reasons as the Board in its sole and  absolute  discretion  may
determine, and is entitled to the same sick leave and holidays provided to other
senior executive officers of Company.

     3.6  Expense  Reimbursement.  Company  shall  reimburse  Executive  for all
reasonable  and  documented  expenses  incurred  by him in  connection  with the
performance  of  Executive's  duties  hereunder in  accordance  with its regular
reimbursement policies as in effect from time to time.



                                       2
<PAGE>

SECTION 4. TERMINATION OF EMPLOYMENT

     4.1 DEATH OF EXECUTIVE.  If Executive  dies during the Term,  Company shall
not thereafter be obligated to make any further  payments  hereunder  other than
amounts (including Base Salary, bonuses, expense reimbursement, etc.) accrued as
of  the  date  of  Executive's  death  in  accordance  with  generally  accepted
accounting  principles (the "Accrued  Obligations",  which, for purposes of this
Agreement  in  situations  other  than  death,   shall  reference  the  date  of
termination).

     4.2  DISABILITY  OF  EXECUTIVE.  If Executive is  permanently  disabled (as
defined in Company's long-term disability insurance policy then in effect), then
the Board shall have the right to terminate Executive's employment upon 30 days'
prior written  notice to Executive at any time during the  continuation  of such
disability.  In the event Executive's employment is terminated for disability in
accordance  with this Section 4.2,  Company shall not thereafter be obligated to
make any further payments hereunder other than (i) Accrued  Obligations  through
the date of such termination and (ii) continued Base Salary and benefits,  until
the earlier of (x) such time as payments to Executive  commence under  Company's
long-term  disability  insurance policy then in effect, or (y) the expiration of
the then current Term.

     4.3 TERMINATION FOR CAUSE. Executive's employment hereunder shall terminate
immediately  upon notice that the Board is  terminating  Executive for Cause (as
defined  herein),  in which event Company  shall not  thereafter be obligated to
make any further payments of Base Salary, bonus or other payments. "Cause" shall
be limited to the following:

          (i) willful failure to  substantially  perform  Executive's  duties as
described in Section 1.2 (other than such  failure  resulting  from  Executive's
physical or mental  illness,  or the failure of Executive to perform such duties
during the remedy period set forth in Section 4.4 hereof  following the issuance
of a Notice of  Termination  (as herein  defined) by Executive  for Good Reason,
unless an arbitrator  acting  pursuant to Section 6.2 hereof finds  Executive to
have acted in bad faith in issuing such Notice of Termination), after (x) demand
for  substantial  performance is delivered by Company in writing that identifies
the manner in which Company believes  Executive has not substantially  performed
Executive's  duties  and (y)  Executives'  failure  to cure such  nonperformance
within ten days after receipt of such written demand.

          (ii) willful misconduct that is materially and demonstrably  injurious
to Company or any of its subsidiaries;

          (iii)  conviction or plea of guilty or nolo  contendere to a felony or
to any other crime which  involves  moral  turpitude or, if not involving  moral
turpitude,  the act giving rise to such  conviction  or plea is  materially  and
demonstrably injurious to the Company or any of its subsidiaries;

          (iv) material  violation of (x) Company's  policies relating to sexual
harassment,   substance  or  alcohol  abuse  or  the  disclosure  or  misuse  of
Confidential  Information (as hereinafter defined), or (y) other Company polices
set forth in Company  manuals or written  statements  of policy  provided in the
case of this  clause (y) that such  violation  is  materially  and  demonstrably
injurious to Company and  continues  for more than three (3) days after  written
notice thereof is given to Executive by the Board; and

          (v) material  breach of any provision of this  Agreement by Executive,
which breach  continues for more then ten days after written  notice  thereof is
given by the Board to Executive.

     Cause shall not exist under this  Section 4.3 unless and until  Company has
delivered to Executive a copy of a resolution  duly adopted by a majority of the
Board at a  meeting  of the  Board  called  and held  for  such  purpose  (or by
unanimous  written consent of the Board),  finding that such Cause exists in the
good faith  opinion of the Board.  This Section 4.3 shall not prevent  Executive
from   challenging  in  any   arbitration   proceeding  or  court  of  competent
jurisdiction the Board's  determination  that Cause exists


                                       3
<PAGE>

or that  Executive has failed to cure any act (or failure to act), to the extent
permitted by this Agreement,  that purportedly  formed the basis for the Board's
determination.  Company  must  provide  such  notice  to  Executive  that  it is
intending to terminate  Executive's  employment for Cause within one hundred and
twenty (120) days after the Board has actual  knowledge of the occurrence of the
event it believes constitutes Cause.


     4.4 TERMINATION WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON.
         ---------------------------------------------------------

     (a) If (i)  Executive's  employment is terminated by Company for any reason
(other  than (x)  Cause or (y)  disability  of  Executive)  or (ii)  Executive's
employment is  terminated by Executive for Good Reason # c.(ii) or c.(iv),  then
Company  shall  within  thirty (30) days of  termination  of  employment  pay to
Executive a lump sum cash payment equal to Executive's  Base Salary for a period
equal to the greater of (x) the date of  termination  of employment  through the
date  that is one (1) year  after  the date of  delivery  of a proper  notice of
termination  of  employment  or  nonrenewal  of the  Agreement  or (y) the  then
remaining Term (the "Severance Payment").  Termination by the Executive for Good
Reason for any reason other than c.(ii) and c.(iv),  will entitled the Executive
to a lump sum cash  payment  equal to the  Executive's  Base Salary for a period
equal to six months.  Further, in the event of termination by Company under such
circumstances Company shall maintain in full force and effect, for the continued
benefit of Executive,  Executive's  spouse and  Executive's  dependents  for the
remaining  balance  of the  unexpired  Term as of the date of  termination,  the
medical,  hospitalization,  dental,  long  term  disability  and life  insurance
programs in which Executive,  Executive's spouse and Executive's dependents were
participating immediately prior to the date of such termination at substantially
the  level in  effect  and upon  substantially  the same  terms  and  conditions
(including  without  limitation  contributions  required by  Executive  for such
benefits) as existed immediately prior to the date of termination (except to the
extent thereafter reduced for senior executives of Company generally); provided,
that if Executive,  Executive's spouse or Executive's dependents cannot continue
to participate  in the Company  programs  providing  such benefits,  the Company
shall  arrange  to  provide   Executive,   Executive's  spouse  and  Executive's
dependents  with the economic  equivalent of such benefits  which they otherwise
would have been entitled to receive under such plans and programs, provided that
such benefits shall terminate upon the date or dates Executive receives coverage
and benefits which are substantially  similar, taken as a whole, without waiting
period or pre-existing condition limitations,  under the plans and programs of a
subsequent  employer.  Upon making the  payments  described in this Section 4.4,
Company shall have no further obligation to Executive hereunder.

     (b)  Notwithstanding the foregoing, if Executive's employment is terminated
          by Company within the term of this agreement,  without Cause or Change
          of  Control,  the  Severance  Payment  shall be reduced to six months.
          Additionally, termination of the Executive's employment as a result of
          the Executive's  failure to achieve the performance goals as indicated
          on the Executive's  Term Sheet,  Exhibit A, will entitle the Executive
          to three months of Severance Payment

     (c) (c) "Good Reason" shall mean the following:

          (i) material breach of Company's obligations hereunder,  provided that
Executive  shall  have  given  reasonably  specific  written  notice  thereof to
Company,  and Company  shall have failed to remedy the  circumstances  within 60
days thereafter;

          (ii) any decrease in Executive's  salary below the amount set forth in
the  Compensation  Plan  (except  for  decreases  that are in  conjunction  with
decreases in salaries generally) or any material reduction in the general nature
of  Executive's  duties  or  authority  to a level  inconsistent  with a  senior
executive position, unless previously agreed to in writing by Executive;

          (iii) the  failure  of  Executive  to be  appointed  initially  to the
positions set forth in Section 1.2(a);



                                       4
<PAGE>

          (iv) the  relocation of Executive's  principal  place of employment by
the  Company to a location  more than  thirty  (30)  miles from  Princeton,  New
Jersey;

          (v) the failure of any successor in interest of Company to be bound by
the terms of this  Agreement or to compensate the Executive at a level less than
what the Executive is being paid as the time of a Change of Control.;

          (vi) The  financial  Bonus  Goals  established  by the  Company in the
Senior  Management  Compensation  Plan for any fiscal year are more than 125% of
the financial Bonus Goals for the preceding  fiscal year and are not approved in
writing  by the Chief  Executive  Officer  or, if Albert  Angrisani  is not then
serving as Chief Executive  Officer,  approved by a majority of the participants
in the Compensation Plan; or

     Executive  must provide  notice to Company  that  Executive is intending to
terminate  Executive's  employment for Good Reason within one hundred and twenty
(120) days after Executive has actual knowledge of the occurrence of an event he
believes  constitutes Good Reason.  Executive's  right to terminate  Executive's
employment  hereunder  for Good  Reason  shall not be  affected  by  Executive's
Disability.  Subject to  compliance by Executive  with the notice  provisions of
Section  4.4(c)(i),   Executive's  continued  employment  prior  to  terminating
employment  for Good  Reason  shall not  constitute  consent  to, or a waiver of
rights with respect to, any act or failure to act constituting  Good Reason.  In
the event  Executive  delivers to the Company a Notice of  Termination  for Good
Reason, Executive agrees to appear before a meeting of the Board called and held
for such  purpose  (after  reasonable  notice)  and  specify  to the  Board  the
particulars as to why Executive  believes  adequate  grounds for termination for
Good  Reason  exist.  No  action  by the  Board,  other  than the  remedy of the
circumstances  within the time periods specified in Section 4.4(c)(i),  shall be
binding on Executive.

     (d) If the Company elects not to renew his contract,  the Executive will be
entitled to six months of severance pay and will have a non-compete for a period
of six months.

     (e) If the Executive elects not to accept the renewal of his contract,  the
Executive  will be  entitled  to six  months  of  severance  pay and will have a
non-compete for a period six months.

     4.5 CHANGE IN CONTROL.
         -----------------

     (a) If,  during the Term,  there  should be a Change of Control (as defined
herein), and within one year thereafter either (i) Executive's employment should
be terminated for any reason other than for Cause or (ii)  Executive  terminates
Executive's  employment  for Good Reason (other than under Section  4.4(c)(vi)),
Company  shall,  on or  before  Executive's  last  day of  full-time  employment
hereunder,  pay to  Executive,  the  amounts  set forth in  Section  4.4  above,
provided  that it is the  intention of the parties that the payments  under this
Section 4.5 shall not constitute "excess parachute  payments" within the meaning
of Section 280G of the Internal  Revenue Code of 1986, as amended.  Accordingly,
notwithstanding  anything  in  this  Agreement  to the  contrary,  if any of the
amounts otherwise payable under this Section would constitute  "excess parachute
payments," or if the independent  accountants  acting as auditors for Company on
the date of the Change in Control  determine  that such payments may  constitute
"excess  parachute  payments,"  then the amounts  otherwise  payable  under this
Agreement  shall be reduced to the maximum  amounts that may be paid without any
such payments  constituting,  or  potentially  constituting,  "excess  parachute
payments."

     (b)  Upon  the  occurrence  of a  Change  in  Control,  any  stock  options
previously  granted to Executive that are not then  exercisable,  ie.  unvested,
shall  immediately vest and become  exercisable by Executive . The Company shall
execute all  necessary  amendments  to the  applicable  stock  option  plans and
agreements  provided such amendments are permitted by law and will not adversely
affect the tax status or  qualification of the plan as an Incentive Stock Option
Plan or Non-qualified Stock Option Plan.



                                       5
<PAGE>

     (c) Upon making the payments  described in this Section 4.5,  Company shall
have no further obligation to Executive hereunder.

     (d) A "Change in Control" of Company shall be deemed to have occurred if:

               (1) at any time after the date hereof,  there shall occur (i) any
consolidation  or merger of Company in which  Company is not the  continuing  or
surviving corporation or pursuant to which the shares of common stock of Company
("Common Stock") would be converted into cash,  securities or other property, or
(ii) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of assets accounting for 50% or more of total assets or
50% or more of the total revenues of Company,  other than, in case of either (i)
or (ii) a  consolidation  or merger with, or transfer to, a corporation or other
entity of which,  or of the parent entity of which,  immediately  following such
consolidation,  merger or  transfer,  (x) more than 50% of the  combined  voting
power of the then outstanding  voting securities of such entity entitled to vote
generally  in the  election of directors  (or other  determination  of governing
body) is then  beneficially  owned  (within  the meaning of Rule 13d-3 under the
Securities  Exchange Act of 1934) by all or substantially all of the individuals
and  entities  who were such owners of Common  Stock  immediately  prior to such
consolidation, merger or transfer in substantially the same proportion, as among
themselves,  as their ownership of Common Stock  immediately  prior to such sale
consolidation,  merger or transfer, or (y) a majority of the directors (or other
governing  body)  consists  of members of the Board of  Directors  of Company in
office on the date  hereof for  purposes of (2) below or approved as provided in
(2) below;

               (2) at any time after the date  hereof,  (x) members of the Board
of Directors of Company in office on the date hereof  (including  any designated
as contemplated by Section 4.2 of the Stock Purchase  Agreement made as of April
16, 1998 between Company and David Brodsky) plus (y) any new director (excluding
a director  designated  by a person or group who has entered  into an  agreement
with  Company to effect a  transaction  described  in Section  4.5(d)(1))  whose
election by the Board of  Directors  of Company or  nomination  for  election by
Company's  stockholders  was approved by (i) Executive (if a director) or (ii) a
vote of at least a  majority  of the  directors  then still in office who either
were  directors on the date hereof or whose  election or nomination for election
was previously so approved,  shall cease for any reason to constitute a majority
of the Board; or

               (3) at any  time  after  the date  hereof,  the  stockholders  of
Company  approve a complete  liquidation or  dissolution  of Company,  except in
connection with a recapitalization or other transaction which does not otherwise
constitute a Change of Control for purposes of Section 4.5(a)(1) above.

         4.6   TERMINATION  BY  EXECUTIVE  WITHOUT  GOOD  REASON.  In the  event
               Executive's  employment  is  voluntarily  terminated by Executive
               without Good Reason,  the  Executive  will not be entitled to any
               severance pay.

         4.7   MITIGATION.  Executive shall not be required to mitigate  amounts
               payable  under this  Section 4 by  seeking  other  employment  or
               otherwise,  and there  shall be no  offset  against  amounts  due
               Executive   under  this   Agreement  on  account  of   subsequent
               employment except as specifically provided herein.

SECTION 5.                 NON-COMPETITION AND CONFIDENTIALITY

         5.1  NON-COMPETITION.
              ---------------

     (a)  During  the  Term  and  for a  period  of  one  year  thereafter  (the
"Non-Competition  Period"),  Executive shall not,  directly or indirectly,  own,
manage,  operate,  join,  control,  participate  in,  invest in or  otherwise be
connected or associated with, in any manner,  including,  without limitation, as
an officer, director, employee, distributor, independent contractor, independent
representative,  partner,  consultant,  advisor, agent,  proprietor,  trustee or
investor,  any  Competing  Business  located  in any state or region


                                       6
<PAGE>

(including foreign  jurisdictions)  where Company conducts  business;  provided,
however,  that  ownership  of 1% or less of the stock or other  securities  of a
corporation,  the stock of which is listed on a national  securities exchange or
is quoted on the NASDAQ Stock Market's  National market,  shall not constitute a
breach of this  Section  5, so long as the  Executive  does not in fact have the
power to control,  or direct the management  of, or is not otherwise  engaged in
activities with, such corporation.

     (b) For  purposes  hereof,  the term  "Competing  Business"  shall mean any
business  or  venture  which  is  substantially  similar  to  the  whole  or any
significant part of the business conducted by Company.

     (c) Notwithstanding the above, the Non-Competition  Period shall be limited
to the period for which a Severance  Payment is received  under  Section  4.4(a)
above if Executive's employment is terminated (i) by Company without Cause, (ii)
by Executive for Good Reason,  (iii) as a result of non-renewal of the Agreement
by  Company  or  (iv) as  result  of the  non-renewal  of the  Agreement  by the
Employee,.

     (d) If the  Executive's  employment is terminated for any reason other than
the reasons specified in Section 5.1(c) above and Executive is not entitled to a
Severance  Payment under  Section  4.4(a) as a result of such  termination,  the
Non-Competition Period shall be waived.

          (e)  If  the  Executive  elects  not  to  renew  his  agreement,   the
          Non-Competition  Period will be for six months and the Executive  will
          be entitled to six months of severance  pay as  referenced  in Section
          4.4(e) above.

     5.2 NO  SOLICITATION.  During the Term,  including  any  unexpired  portion
thereof,  and for a period of one year  thereafter,  the  Executive  shall  not,
directly  or  indirectly,  including  on behalf  of, for the  benefit  of, or in
conjunction  with,  any other  person or entity,  (i) solicit,  assist,  advise,
influence,  induce or otherwise encourage in any way, any employee of Company to
terminate  Executive's  relationship  with Company for any reason, or assist any
person or entity in doing so, or employ,  engage or otherwise  contract with any
employee  or former  employee  of Company in a  Competing  Business or any other
business unless such former employee shall not have been employed by Company for
a  period  of at  least  one  year,  (ii)  interfere  in  any  manner  with  the
relationship  between  any  employee  and Company or (iii)  contact,  service or
solicit any  existing  clients,  customers or accounts of Company on behalf of a
Competing  Business,  either as an individual on Executive's own account,  as an
investor,  or as an officer,  director,  partner,  joint  venturer,  consultant,
employee, agent or sales man of any other person or entity.

         5.3  CONFIDENTIAL INFORMATION.
              ------------------------

     (a)  "Confidential   Information"  shall  mean  confidential   records  and
information,  including, but not limited to, development, marketing, purchasing,
organizational, strategic, financial, managerial, administrative, manufacturing,
production,  distribution and sales  information,  distribution  methods,  data,
specifications and processes  (including the Transferred Property as hereinafter
defined)  presently  owned or at any time hereafter  developed by Company or its
agents or  consultants  or used presently or at any time hereafter in the course
of the business of Company, that are not otherwise part of the public domain.

     (b)  Executive  hereby sells,  transfers and assigns to Company,  or to any
person or entity designated by Company,  all of Executive's  entire right, title
and interest in and to all inventions, ideas, methods, developments, disclosures
and  improvements  (the  "Inventions"),  whether  patented  or  unpatented,  and
copyrightable material, and all trademarks, trade names, all goodwill associated
therewith and all federal and state registrations or applications thereof, made,
adopted or  conceived by solely or jointly,  in whole or in part  (collectively,
the  "Transferred  Property"),  during  the Term  which (i)  relate to  methods,
apparatus,  designs, products,  processes or devices sold, leased, used or under
construction or development by Company or (ii) otherwise relate to or pertain to
the  business,  products,  services,  functions  or  operations  of the Company.
Executive shall make adequate  written records of all Inventions,  which records
shall be Company's property and shall communicate promptly and disclose Company,
in such forms Company requests, all information,  details and data pertaining to
the aforementioned Inventions. Whether during the Term or thereafter,  Executive
shall execute and deliver to


                                       7
<PAGE>

Company  such  formal  transfers  and  assignments  and such  other  papers  and
documents as may be required of Executive  to permit  Company,  or any person or
entity  designated  by  Company,  to  file  and  prosecute  patent  applications
(including,  but not  limited  to,  records,  memoranda  or  instruments  deemed
necessary  by  Company  for the  prosecution  of the patent  application  or the
acquisition  of  letters  patent  in the  United  states,  foreign  counties  or
otherwise) and, as to copyrightable  material, to obtain copyrights thereon, and
as to  trademarks,  to record the  transfer of ownership of any federal or state
registrations or applications.

     (c) All such  Confidential  Information  is  considered  secret and will be
disclosed to the Executive in confidence,  and Executive acknowledges that, as a
consequence of Executive's  employment and position with Company,  Executive may
have access to and become  acquainted with Confidential  Information.  Except in
the performance of Executive's duties as an employee of Company, Executive shall
not, during the term and at all times thereafter, directly or indirectly for any
reason  whatsoever,  disclosure or use any such  Confidential  Information.  All
records,  files,  drawings,  documents,  equipment  and  other  tangible  items,
wherever located, relating in any way to or containing Confidential Information,
which  Executive  has  prepared,  used or  encountered  or shall  in the  future
prepare,  use or  encounter,  shall be and remain  Company's  sole and exclusive
property and shall be included in the Confidential Information. Upon termination
of Executive's  agreement,  or whenever  requested by Company,  Executive  shall
promptly  deliver to Company  any and all of the  Confidential  Information  and
copies  thereof,  not  previously  delivered  to  Company,  that  may  be in the
possession or under the control of the  Executive.  The  foregoing  restrictions
shall  not  apply to the use,  divulgence,  disclosure  or  grant of  access  to
Confidential  Information to the extent,  but only to the extent,  (i) expressly
permitted or required  pursuant to any other written agreement between Executive
and Company, (ii) such Confidential Information has been publicly disclosed (not
due to a breach by the Executive of  Executive's  obligations  hereunder,  or by
breach of any other person, of a fiduciary or confidential obligation to Company
or (iii) the Executive is required to disclose Confidential Information by or to
any court of competent  jurisdiction or any  governmental or  quasi-governmental
agency,  authority  or  instrumentality  of  competent  jurisdiction,  provided,
however,  that the Executive shall,  prior to any such  disclosure,  immediately
notify Company of such  requirements  and provided  further,  however,  that the
Company shall have the right, at its expense,  to object to such disclosures and
to  seek  confidential  treatment  of  any  Confidential  Information  to  be so
disclosed on such terms as it shall determine.

         5.4  ACKNOWLEDGEMENT; REMEDIES; SURVIVAL OF THIS AGREEMENT.
              -----------------------------------------------------

     (a)  Executive  acknowledges  that  violation of any of the  covenants  and
provisions set forth in this Agreement  would cause Company  irreparable  damage
and agrees that Company's  remedies at law for a breach or threatened  breach of
any of the provisions of this Agreement  would be inadequate and, in recognition
of this fact, in the event of a breach or threatened  breach by Executive of any
of the  provisions  of this  Agreement,  it is agreed  that,  in addition to the
remedies at law or in equity, Company shall be entitled,  without the posting of
a bond,  to equitable  relief in the form of specific  performance,  a temporary
restraining  order,  temporary or permanent  injunction,  or any other equitable
remedy which may then be available  for the  purposes of  restraining  Executive
from any actual or threatened  breach of such  covenants.  Without  limiting the
generality of the foregoing,  if Executive  breaches or threatens to breach this
Section 5 hereof,  such  breach or  threatened  breach will  entitle  Company to
enjoin Executive from disclosing any  Confidential  Information to any Competing
Business, to enjoin any Competing Business from retaining Executive or using any
such  Confidential  Information,  to enjoin  Employee  form  rendering  personal
services  to or in  connection  with any  Competing  Business.  The  rights  and
remedies of the parties hereto are  cumulative  and shall not be exclusive,  and
each such party shall be entitled to pursue all legal and  equitable  rights and
remedies and to secure  performance of the  obligations  and duties of the other
under this  Agreement,  and the  enforcement  of one or more of such  rights and
remedies by a party shall in no way preclude  such party from  pursuing,  at the
same time or  subsequently,  any and all other rights and remedies  available to
it.

     (b) The  provisions  of this  Agreement  shall survive the  termination  of
Executive's employment with Company.



                                       8
<PAGE>

SECTION 6.      MISCELLANEOUS

     6.1 ARBITRATION.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively by arbitration in Princeton,
New Jersey, in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction.  The parties consent to the
authority of the arbitrator,  if the arbitrator so determines, to award fees and
expenses  (including  legal fees) to the  prevailing  party in the  arbitration.
Notwithstanding  the  foregoing,  Company  shall  be  entitled  to  enforce  the
provisions  of  Section  5  hereof  through  proceedings  brought  in a court of
competent jurisdiction as contemplated by Section 6.9 hereof.

     6.2 SEVERABILITY;  REASONABLENESS OF AGREEMENT.  If any term,  provision or
covenant of this Agreement or part thereof,  or the  application  thereof to any
person, place or circumstance shall be held to be invalid, unenforceable or void
by a court of competent  jurisdiction,  the remainder of this Agreement and such
term,  provision or covenant shall remain in full force and effect, and any such
invalid,  unenforceable  or void term,  provision  or covenant  shall be deemed,
without further action on the part of the parties hereto, modified,  amended and
limited,  and the court shall have the power to modify, amend and limit any such
term, provision or covenant,  to the extent necessary to render the same and the
remainder of the Agreement valid,  enforceable and lawful.  In this regard,  the
Executive  understands  that the  provisions of Section 5 may limit  Executive's
ability to earn a livelihood in a business similar or related to the business of
Company,  but nevertheless  agrees and  acknowledges  that (i) the provisions of
Section 5 are reasonable and necessary for the protection of Company, and do not
impose a greater  restraint  than  necessary  to protect  the  goodwill or other
business  interest  of  Company  and (ii)  such  provisions  contain  reasonable
limitations  as to the  time and the  scope of  activity  to be  restrained.  In
consideration of the foregoing and in light of Executive's education, skills and
abilities,  Executive  agrees  that all  defenses  by  Executive  to the  strict
enforcement of such provisions are hereby waived by Executive.

     6.3 KEY EMPLOYEE INSURANCE.  Company shall have the right at its expense to
purchase  insurance on the life of  Executive,  in such amounts as it shall from
time to time  determine,  of which Company shall be the  beneficiary.  Executive
shall submit to such  physical  examinations  as may  reasonably be required and
shall otherwise cooperate with Company in obtaining such insurance.

     6.4  ASSIGNMENT;  BENEFIT.  This  Agreement  shall  not  be  assignable  by
Executive,  other than  Executive's  rights to payments  or benefits  hereunder,
which may be transferred  only by will or the laws of descent and  distribution.
Upon  Executive's  death,  this Agreement and all rights of Executive  hereunder
shall inure to the benefit of and be enforceable  by Executive's  beneficiary or
beneficiaries,  personal or legal representatives,  or estate, to the extent any
such person succeeds to Executive's interests under this Agreement. No rights or
obligations  of Company  under this  Agreement  may be assigned  or  transferred
except that Company will require any successor  (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of Company to expressly  assume and agree to perform this
Agreement  in the same  manner  and to the same  extent  that  Company  would be
required to perform it if no such  succession  had taken place.  As used in this
Agreement,  "Company"  shall  mean  Company  as herein  before  defined  and any
successor to its business and/or assets (by merger, purchase or otherwise) which
executes and delivers  the  agreement  provided for in this Section 6.4 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law.

     6.5  NOTICES.  All  notices  hereunder  shall be in  writing  and  shall be
sufficiently  given if  hand-delivered,  sent by documented  overnight  delivery
service or  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested  or  by  telegram  or  telefax  (confirmed  by  U.S.  mail),   receipt
acknowledged,  addressed as set forth below or at such other  address for either
party as may be specified in a notice given as provided  herein by such party to
the  other.  Any such  notice  shall be deemed to have been given as of the date
received,  in the case of personal delivery, or on the date shown on the receipt
or confirmation therefor, in all other cases. Any and all service of process and
any other  notice in any such  action,  suit or  proceeding  shall be  effective
against any party if given as provided in this Agreement;


                                       9
<PAGE>

provided that nothing herein shall be deemed to affect the right of any party to
serve process in any other manner permitted by law.

                  (a)      If to Company:

                           Total Research Corporation
                           Princeton Corporate Center
                           5 Independence Way
                           Princeton, NJ 08540

With copies to:
                           Thomas A. Belton, Esq.
                           Drinker Biddle & Reath LLP
                           105 College Road East
                           Princeton, NJ 08540

                           Peter G. Smith, Esq.
                           Kramer, Levin, Naftalis & Frankel
                           919 Third Avenue
                           New York, NY 10022-3903

The Executive

                           Matthew Kirby
                           1 High Street
                           Allentown, NJ  08501




     6.6 TERMINATION  PROCEDURES.  Any termination of Executive's  employment by
the Company or by Executive during the Term (other than termination  pursuant to
death) shall be communicated by written Notice of Termination to the other party
hereto in accordance with Section 5.5. For purposes of this Agreement, a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Executive's employment under the provision so indicated.

     6.7 ENTIRE  AGREEMENT AND  MODIFICATION.  This  Agreement  constitutes  the
entire  agreement  between  the  parties  hereto  with  respect  to the  matters
contemplated  herein and supersedes all prior agreements and understandings with
respect thereto. No amendment,  modification,  or waiver of this Agreement shall
be effective unless in writing. Neither the failure nor any delay on the part of
any party to exercise  any right,  remedy,  power or privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  remedy, power or privilege preclude any other or further exercise of the
same or of any other right,  remedy,  power,  or privilege  with respect to such
occurrence or with respect to any other occurrence.

     6.8  GOVERNING  LAW.  This  Agreement  is made  pursuant  to,  and shall be
construed and enforced in accordance  with,  the laws of the State of New Jersey
and the federal laws of the United States of America,  to the extent applicable,
without  giving effect to otherwise  applicable  principles of conflicts of law.
The parties hereto expressly consent to the jurisdiction of any state or federal
court located in New Jersey, and to venue therein, and consent to the service of
process in any such action or proceeding  by certified or registered  mailing of
the summons and complaint therein directed to Executive or Company,  as the case
may be, at its address as provided in Section 6.6 hereof.



                                       10
<PAGE>

     6.9  WITHHOLDING.  All payments  hereunder shall be subject to any required
withholding of Federal,  state and local taxes pursuant to any applicable law or
regulation.

     6.10 HEADINGS;  COUNTERPARTS.  The headings of paragraphs in this Agreement
are for convenience only and shall not affect its interpretation. This Agreement
may be executed in two or more counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall be deemed to constitute
the same Agreement.

     6.11 FURTHER  ASSURANCES.  Each of the parties  hereto  shall  execute such
further  instruments  and take  such  other  actions  as the other  party  shall
reasonably request in order to effectuate the purposes of this Agreement.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


THE EXECUTIVE                          TOTAL RESEARCH CORPORATION


By /s/Matthew Kirby                  By /s/Albert Angrisani
  -------------------------            -----------------------------------------
                                       Name Albert Angrisani

                                       President and CEO
                                       -----------------------------------------
                                       Title



                                       11
<PAGE>


Exhibit A

                    SENIOR MANAGEMENT COMPENSATION TERM SHEET
                                FISCAL YEAR 2001

NAME:    MATTHEW KIRBY
----

TITLE:   CHIEF FINANCIAL OFFICER
-----

BASE SALARY:   $200,000
-----------

CAR ALLOWANCE: $500 MONTHLY PAID QUARTERLY
-------------

BONUS OPPORTUNITY:
-----------------

Compensates  the  Executive  on the bottom  line  financial  performance  of the
Company as reflected in the  financial  goals  listed  below.  The amount of the
bonus is discretionary and will be is based on the CEO and Executive Committee's
assessment of  performance.  In the event of a change of control,  the financial
goals on this term sheet will be ratified or adjusted  through mutual  agreement
of the Executive and the successor board.

OPTIONS:
-------

Granting of 100,000  incentive  stock options on July 3, 2000 at an option price
of $2.6875 per share. A separate options agreement will be forthcoming outlining
all of the terms and conditions associated with this grant.

Vesting of the options  for  calendar  years 2001 and 2002,  are  contingent  on
acceptable  job  performance  as evaluated by the CEO. The vesting  schedule for
these  options is: o 33,000 on July 3, 2000 o 33,000 on July 1, 2001 o 34,000 on
July 1, 2002

If there is a change of control during the Executive's  first year of employment
(July 1, 2000 - June 30,  2001),  50% of the  remaining  unvested  options  will
immediately  vest.  Additionally,  the Executive will be entitled to 100% of the
cash value of the remaining  unvested options that will be paid to the Executive
in a cash lump sum payment at the end of the first year of employment.

If there is a change of control during the Executive's second year of employment
(July 1, 2001 - June 30, 2002) all unvested options will immediately vest.

Severance Entitlement:
---------------------

If there is a Change of Control and the Executive is offered  compensation in an
amount less than that indicated above or if the principal place of employment is
more than 30 miles from  Princeton,  the Executive  would be entitled to one (1)
year of severance pay. This  severance  entitlement  supercedes any  entitlement
referenced in the Executive's Employment Agreement.

Performance Goals:
-----------------

         Financial Goals:
         ---------------

         Quarter           Net Income
         -------           ----------
         1st                $500,000
         2nd                $500,000



                                       A-1
<PAGE>

         3rd                $750,000
         4th                $850,000

     Non-Financial Goals:
     -------------------

1.   Complete  upgrading of financial  systems and MIS function by June 30, 2001
     to include;

     -       online project P(L)
     -       quarterly business P(L) 15 days after quarter end
     -       separate quarterly P(L) for US and UK data collection
             businesses

2.   All public reporting must be completed on time and to satisfaction of Audit
     Committee.

3.  Be available to support M&A activity of the Board.



Please sign on the line provided below as your understanding and acknowledgement
of the terms of your employment.

/s/Matthew Kirby                       July 1, 2001
-----------------------------------    ----------------------------------
Matthew Kirby                          Date




                                       A-1