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


                  EMPLOYMENT  AGREEMENT  dated as of July 1, 1998 between  Total
Research Corporation,  a Delaware corporation ("Company"),  and Albert Angrisani
("Executive").

                                   BACKGROUND
                                   ----------

                  Executive is presently  serving as the Chief Executive Officer
of the Company. Company desires to have Executive continue in that capacity with
the Company, and Executive wishes to remain in the employment of the Company, on
the terms and conditions contained in this Agreement.

                  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 serve as the President and Chief  Executive  Officer of
Company. Executive shall perform such other duties and shall have such authority
consistent  with  Executive's  position as may from time to time be specified by
the Board of Directors of Company (the "Board"). Executive shall report directly
to the Board, 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. Executive shall also serve
as a member of the  Executive  Committee  so long as he shall be a member of the
Board. Company shall use its reasonable efforts to cause Executive to be elected
a member of the Board  during the period this  Agreement  is in effect,  but the
failure of the  stockholders  of Company to elect the  Executive a member of the
Board shall not constitute a breach of this Agreement by Company.

     (b) Executive shall devote sufficient 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.
Company acknowledges that Executive has interests in the management or operation
of other  business  enterprises  and such  participation  will not  constitute a
breach of this Agreement by Executive or constitute  grounds for termination

<PAGE>

for Cause (as defined herein) as long as (i) Executive is not an employee of any
other  business  enterprise  during the Term (as  defined  below)  and  (ii)such
activities do not  unreasonably  interfere with the  Executive's  performance of
Executive's duties and responsibilities hereunder.


SECTION 2.        TERM OF EMPLOYMENT
                  ------------------

     2.1 TERM. The term of Executive's  employment  hereunder  shall commence on
July 1, 1998 (the  "Commencement  Date") and continue  until June 30,  2001,  as
further  extended  or unless  sooner  terminated  in  accordance  with the other
provisions  hereof (the "Term").  Except as  hereinafter  provided,  on June 30,
2001, the Term shall be  automatically  extended for one additional  year unless
Company  shall have given to  Executive  written  notice of  nonrenewal  of this
Agreement  on or before  July 1, 2000.  Executive  shall  notify the  Company in
writing on or before  December 31, 2000 if Executive  elects  nonrenewal  of the
Agreement.  After the initial Term,  the written  notice of nonrenewal by either
party  must be  given  to the  other  party at  least  six  months  prior to the
expiration date of the current Term. If written notice of nonrenewal is given as
provided above,  Executive's  employment under this Agreement shall terminate on
the last day of the then-current Term.

SECTION 3.        COMPENSATION
                  ------------

     3.1 BASE COMPENSATION.  As compensation for Executive's services commencing
July 1, 1998,  Company shall pay to Executive base  compensation  in the form of
salary  of  $175,000  per  annum and "at  risk"  compensation  in the  amount of
$125,000  per annum.  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.  The "at
risk" component of compensation  shall be payable in accordance with Executive's
Senior Management  Compensation Plan,  attached hereto and made a part hereof as
Exhibit A (the  "Compensation  Plan").  Executive's  annual  salary plus the "at
risk"  compensation,  as determined  in accordance  with this Section 3.1 in the
Compensation   Plan,   is   hereinafter   referred  to  as   Executive's   "Base
Compensation".  The Executive  Committee agrees to review Base  Compensation for
fiscal  years  2000  and  2001  for the  purpose  of  determining  whether  Base
Compensation should be increased for such fiscal years.

     3.2 PERFORMANCE BONUS. As additional compensation for the services rendered
by Executive to Company pursuant to this Agreement for fiscal periods commencing
July 1, 1998,  Executive  shall be entitled to participate  in the  Compensation
Plan.  Executive  shall be entitled to a  performance  bonus for the fiscal year
ending June 30, 1998 in accordance with the terms and conditions of the existing
Consulting Agreement with Company (the "Consulting Agreement").

     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


                                       2
<PAGE>

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 $1000.00 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  executive  officers of the Company,
but in no event less than 20 days during each 12 month period, beginning on July
1, 1998.  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.

     3.7  STOCK  OPTION  AGREEMENT.  Company  acknowledges  the  prior  grant to
Executive of 500,000  stock  options (the "Option  Shares") made pursuant to the
Consulting  Agreement  and various  Stock Option  Agreements  (collectively  the
"Option  Agreement").  Under the Option  Agreement,  250,000  Option  Shares are
currently  vested and 250,000  Option  Shares are  scheduled to vest on June 30,
1999 (the "Original Vesting Date").  Executive agrees to execute an amendment to
the  Option  Agreement  relating  to the Option  Shares to extend  the  Original
Vesting Date and restructure  the vesting and exercise  schedules for the Option
Shares as follows: (i) all 500,000 Option Shares shall be forfeited if Executive
resigns  prior to June 30, 2001 for other than Good Reason;  (ii) 250,000 of the
Option  Shares shall be forfeited by  Executive  if  Executive's  employment  is
terminated  by  Company  for Cause (as  defined  herein)  prior to the  Original
Vesting  Date;  (iii)  125,000  of the  Option  Shares  shall  be  forfeited  if
Executive's  employment  is  terminated by the Company for Cause on or after the
Original  Vesting  Date but prior to June 30,  2000;  (iv)  62,500 of the Option
Shares shall be forfeited if Executive's employment is terminated by the Company
for  Cause on or after  June 30,  2000 but prior to June 30,  2001;  and (v) all
500,000  Option  Shares  shall vest on June 30,  2001,  or  earlier,  if (x) the
Company terminates  Executive's  employment without Cause after the Commencement
Date; (y) Executive  terminates  employment for Good Reason or (z) employment is
terminated by the death of Executive.  If Executive  exercises any of the Option
Shares prior to June 30, 2001, the shares so purchased (the "Restricted Shares")
shall reflect the same forfeiture  restrictions  imposed upon the Option Shares.
Company and Executive shall execute such  amendments to the Option  Agreement as
may be reasonably  necessary or appropriate  to further  clarify or reflect such
grant  and  the  revised  deferral  of the  vesting  of the  Option  Shares  and
Restricted Shares.




                                       3
<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 for Base Compensation  (including for this purpose the immediate accrual
of the "at risk" component,  adjusted pro rata through the date of termination),
expense  reimbursement,  and other  amounts which have 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  hereunder  other than Accrued  Obligations.  "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(b)(i)  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 demand for substantial performance is delivered by Company in writing that
specifically  identifies the manner in which Company believes  Executive has not
substantially  performed Executive's duties and Executive's failure to cure such
non-performance within ten days after receipt of the Company's written demand;

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

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


                                       4
<PAGE>

          (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 then three (3) days after  written
notice thereof is given to Executive by the Board; and


          (v)  material  breach of any material  provision of this  Agreement by
Executive,  which breach  continues for more than 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 written
consent,  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 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 written notice to Executive that
it is intending to terminate Executive's employment for Cause within one hundred
and twenty  (120)  days after the Board  Company  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  during the
initial  Term for any reason  (other  than (x) Cause under  Section  4.3, or (y)
disability  of  Executive),  or (ii)  Executive's  employment  is  terminated by
Executive  for Good Reason,  then Company shall pay to Executive a lump sum cash
payment equal to one million dollars  ($1,000,000.00)(the  "Severance Payment"),
within ninety (90) days after expiration of the Term.  Further,  in the event of
termination  by Company  under such  circumstances,  or during any renewal Term,
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  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


                                       5
<PAGE>

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) "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 as increased  during the Term
(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 Chief  Executive  Officer,  unless
previously agreed to in writing by Executive;

          (iii) the failure of Executive  to be elected to all of the  positions
set forth in Section 1.2(a), ie., President,  Chief Executive Officer, Executive
Committee and Board member,  provided,  however,  the failure to be appointed to
the Board or  Executive  Committee  shall  not  constitute  Good  Reason if such
failure  is the  result  of the  nonelection  of  Executive  to the  Board  by a
shareholder vote at a duly convened meeting of the shareholders after nomination
of  Executive  to the  Board  by the  Executive  Committee  and  the  Board  and
submission of such nomination to a shareholder vote.

          (iv) the  relocation  of Company's  principal  executive  offices 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 in accordance with Section 6.5 hereof;

          (vi)   substantial   interference   by  the  Board  with   Executive's
performance of Executive's duties,  which interference  results in the inability
of Executive to substantially perform Executive's duties hereunder; or

          (vii) the  appointment  by the Board of a Chief  Operating  Officer or
Chief Financial Officer, or other offices or positions with duties substantially
similar  to  either,  without  first  obtaining  the prior  written  consent  of
Executive, which consent will not be unreasonably withheld.

     Executive  must  provide  notice to the  Company  that he 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
this  Section  4.4,  Executive's   continued  employment  prior  to  terminating


                                       6
<PAGE>

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 this 4.4,  shall be
binding on Executive.

     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, 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.

     (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


                                       7
<PAGE>


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 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,  Company
shall not be obligated to make any further payments to Executive hereunder other
than Accrued Obligations through the date of such termination.

     4.7 FAILURE TO EXTEND. A failure by Company to extend Executive's Agreement
pursuant to Section  2.1 shall not be treated as a  termination  of  Executive's
employment  for  purposes  of this  Agreement;  provided,  however,  that if the
Company  gives  notice of  nonrenewal  of the initial  Term in  accordance  with
Section 2.1, the Company shall  continue to pay to Executive  Base  Compensation
for the twelve (12) month period after  expiration of the initial Term. For this
purpose, the "at risk" component of Base Compensation shall be added to and paid
as part of Executive's salary.

     4.8 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.


                                       8
<PAGE>

SECTION 5.        NON-COMPETITION AND CONFIDENTIALITY
                  -----------------------------------

     5.1 NON-COMPETITION

     (a) During the Term,  including any unexpired  portion  thereof,  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 (including foreign  jurisdictions) where Company conducts
business;  provided, however, that (i) ownership of 4.9% 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  and (ii)  investment
banking  and similar  advisory  services  after the Term,  even if provided to a
Competing Business, shall not constitute a breach of this Section 5.

     (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,   except  as   provided   below,   the
non-competition  obligation in Section  5.1(a) shall not apply after the Term if
Executive's  employment  is terminated  (i) by Company  without  Cause,  (ii) by
Executive for Good Reason or (iii) as a result of nonrenewal of the Agreement by
Company;  provided,  however,  in  the  event  of  any  such  termination,   the
non-competition  obligation  shall  continue after the Term for the remainder of
the Non-Competition period if (i) Executive is entitled to the Severance Payment
and payment thereof is made within 90 days after  expiration of the Term or (ii)
Company has given  written  notice to  Executive at least 12 months prior to the
expiration  of the Term  agreeing to continue  payment of Base  Compensation  to
Executive after the Term and during the remainder of the Non-Competition Period.
For this purpose, the "at risk" component of Base Compensation shall be added to
and paid as part of Executive's salary.

     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.



                                       9
<PAGE>

     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"),  prior to or 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 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,  discloser  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 this 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


                                       10
<PAGE>

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.


SECTION 6.          MISCELLANEOUS
                    -------------

     6.1  CANCELLATION OF CONSULTING  AGREEMENT Except for the obligation to pay
the consulting fees and the 20% performance bonus (to the extent earned) through
June 30, 1998, the Consulting Agreement is hereby cancelled,  provided, however,
that this shall not be construed to limit or terminate  Executive's  entitlement
to amounts accrued for periods  through the date of this  Agreement,  including,
without  limitation,  the 250,000 stock options granted  thereunder.  Nothing


                                       11
<PAGE>

in this  Agreement  or the  Consulting  Agreement  shall be construed to entitle
Executive to any fee on other  compensation  relating to the  Company's  sale of
stock to David Brodsky and the Designees  (as defined  therein)  pursuant to the
terms of an Amended and Restated Stock Purchase Agreement dated June 18, 1998.

     6.2 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.

     6.3 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.

     6.4 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.

     6.5  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


                                       12
<PAGE>

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
hereinbefore 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  5.4 or  which  otherwise  becomes  bound  by all  the  terms  and
provisions of this Agreement by operation of law.

     6.6  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;  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


           If to Executive:
                           Albert Angrisani
                           50 Gallup Road
                           Princeton, NJ 08540

                                       13
<PAGE>


     6.7 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.  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.


     6.8 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.

     6.9  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.

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

     6.11 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.

     6.12 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.



                                       14
<PAGE>


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


                           TOTAL RESEARCH CORPORATION



                           By: /s/ David Brodsky
                               -----------------
                           David Brodsky, Chairman of the Executive Committee


                           By: /s/ Howard L. Shecter
                               ---------------------
                           Howard L. Shecter, Executive Committee


                               /s/ Albert Angrisani
                               --------------------
                               Executive




                                       15
<PAGE>

Exhibit A


                 SENIOR MANAGEMENT COMPENSATION PLAN TERM SHEET
                    FISCAL YEAR 1999 THROUGH FISCAL YEAR 2001


Name:  Albert Angrisani

Title: President and Chief Executive Officer


 A.  COMPENSATION/SHORT-TERM

I.  BASE COMPENSATION:

Base compensation for fiscal year 1999 will be $300,000; $175,000 of salary will
be paid on normally  scheduled  Company  paydays,  with the  remaining  $125,000
constituting  "at risk"  compensation to be paid within 90 days after the end of
the fiscal year if, and only if, at least ninety-five percent (95%) of Company's
Income  Before  Tax  (as  defined  below)  performance  goal is  achieved.  Base
compensation  increases beyond year one, will be based on individual performance
and contribution as set by the Executive Committee.

II.  BONUS COMPENSATION:

Compensates  the Executive if either the  established  Company Income Before Tax
(IBT) or Net Income (NI) performance  goal is achieved.  These corporate goals (
the "Performance Goals"), as identified in the attached exhibit title Three Year
Performance Goals,  Fiscal Years 1999-2001,  have been approved by the Executive
Committee at time of signing.  The Performance Goals include certain assumptions
regarding  revenue and expenses that are  fundamental  to the  attainment of the
Bonus  Compensation.  If the  Executive  Committee  or the Board  initiates  and
approves any material changes to these  assumptions or projections that have not
been approved in advance in writing by the CEO, such change (a "Nonbudget Item")
, and the resulting direct effect on revenue and expenses,  shall be disregarded
in calculating  IBT or NI.  Executive and Company shall mutually agree as to the
effect on  revenue  and  expenses  of the  Nonbudget  Item ( a  "Nonbudget  Item
Effect") within 10 days after  Executive's or Company's  written  proposal as to
the effect of the Nonbudget Item Effect. If the parties fail to agree in writing
within such 10 day period,  the Nonbudget  Item Effect shall be determined by an
arbitrator  mutually  agreeable  to  the  Company  and  Executive.   By  way  of
illustration  of a Nonbudget  Item,  changes  that would  require a CEO approval
include (I) material  increases in  discretionary  expense  items or new expense
line items,  (ii)  material  changes in budgets and  allocations  that alter the
revenue or expense allocation or mix of the four divisions of the company, (iii)
material  changes in the overhead or expense  structure of the four divisions or
(iv)  expenditures  or  reallocations  of  internally  generated  cash  flow  to
acquisitions of new business or lines of business.

                                       16
<PAGE>

IBT and NI shall be adjusted to add back any compensation expense item resulting
from the exercise,  cancellation,  repurchase or conversion of any Stock Option,
or the issuance of any Company stock, after June 30, 1998.

This Bonus Compensation represents a bonus of 20% of the total Base Compensation
for the applicable fiscal year and will be paid as follows:

If either the IBT or NI goals have been reached,  the  Executive  will be issued
20% of his annual Base  Compensation for the applicable  fiscal year in the form
of restricted  shares of Company stock (the "Bonus  Shares",  including for this
purpose any additions as a results of a stock dividend or split).  The valuation
of the Bonus Shares will be based on the average of the closing bid price of the
Company stock on the NASDAQ  exchange for a period of 90 calendar days ending on
the last day of the week prior to the  determination  of such stock  bonus.  The
amount of the stock bonus will be determined within 90 days after the end of the
fiscal  year.  Additionally,  the  Executive  agrees that he will hold the Bonus
shares  and  forfeit  the  Bonus  Shares if he  voluntarily  elects to leave the
Company prior to the  expiration of the Term of his  Employment  Agreement or is
terminated for Cause under such Agreement.

Should the IBT and NI performance fall below the Performance Goals but one is at
least 95% thereof, the Executive will be entitled to a reduced bonus in the form
of Bonus Shares of ten percent (10%) of Base Compensation. The method of payment
for this performance level is indicated in the preceding paragraph.

The Income Before Tax (IBT) goal referenced above and in the Excess  Performance
Bonus Opportunity, excludes any extra ordinary expenses that may result from the
cancellation, repurchase, conversion or reissuing of stock options.

B.  EXCESS PERFORMANCE BONUS OPPORTUNITY:

Payment under this portion of the Compensation Plan is for performance in excess
of established  Performance  Goals.  The Executive will be paid 15% of all NI in
excess of the NI Performance Goal if, and only if IBT performance is 10% greater
than the IBT  Performance  Goal.  This payment will be made in the form of Bonus
Shares based on the same  provisions  covered in the bonus  section of A of this
Plan. For purposes of this Paragraph B only, NI, IBT, and NI and IBT Performance
Goals will be based only on revenue and expenses allocable to the existing lines
of the Company's business,  sometimes referred to as the "Core Business", unless
the  Executive  and Company  otherwise  agree in  writing.  (e.g.  results  from
acquisitions  will not be included in NI or IBT unless the Executive and Company
agree first in writing).  Core Business NI and IBT calculations shall be made by
the CFO, the Executive, subject to approval by the Executive Committee.

C. LOAN

The Executive  will be offered a  non-collaterialized  loan  provision  from the
Company,  which provides the Executive with three annual loans of $100,000 each,
to be made  separately  on


                                       17
<PAGE>

August 1, 1998,  August  1,1999 and August 1, 2000.  Interest will be at minimum
applicable  federal  rate for IRS  purposes.  The  term of the  loan  will be as
follows.  The entire  principal  and  interest due under the loan will be due on
June 30, 2001 provided,  however,  the entire amount will be forgiven if (i) the
price of the  Company  stock is at least $10 per share  (after  adjustments  for
stock  dividend  ,stock  splits and  similar  recapitalization),  determined  by
averaging  the closing  price on the NASDAQ  exchange  for the 90  calendar  day
period preceding June 30, 2001 or (ii) the Executive's  Employment  Agreement is
terminated prior to June 30, 2001 in a manner that requires a Severance  Payment
(as defined in such  Agreement)  to  Executive.  This  provision  shall  survive
termination of Executive's employment.