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

     EMPLOYMENT  AGREEMENT  dated  as of  July 1,  2000,  by and  between  TOTAL
RESEARCH CORPORATION,  a Delaware corporation (the "Company"), and DAVID BRODSKY
(the "Employee").

                                   BACKGROUND
                                   ----------

     WHEREAS,  the  Company is engaged in the  business of  marketing  research,
information services and e-marketing services (the "Business");

     WHEREAS,  the Employee  has  experience  and  knowledge in the Business and
wishes to become a full-time employee of the Company;

     WHEREAS,  the Company and the Employee desire to enter into an agreement to
reflect the terms and conditions of employment; and

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

SECTION 1. CAPACITY AND DUTIES

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

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

          (a) Employee shall be employed by Company as a member of the Executive
Committee of the Company and, subject to the supervision of Company's  President
and Board of Directors (the  "Board"),  shall perform such duties and shall have
such  authority  consistent  with  his  position  as may  from  time  to time be
specified by the President or the Board.

          (b) Employee shall devote sufficient working time,  energy,  skill and
best efforts to the performance of Employee's duties hereunder, in a manner that
will  faithfully and  diligently  further the business and interests of Company.
Company  acknowledges that Employee has interests in the management or operation
of other  business  enterprises  and such  participation  will not  constitute a
breach of this Agreement by Employee or constitute  grounds for  termination for
Cause  (as  defined  herein)  as  long as such  activities  do not  unreasonably
interfere   with  the   Employee's   performance   of   Employee's   duties  and
responsibilities hereunder.



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<PAGE>

SECTION 2. TERM OF EMPLOYMENT

     2.1 TERM.  The term of Employee's  employment  hereunder  shall commence on
July 1, 2000 and end on June 30, 2001, unless extended or earlier  terminated as
hereinafter provided (the "Term").  Except as hereinafter  provided, on June 30,
2001, the Term shall be  automatically  extended for one additional  year unless
Employee  shall have  given to  Company  written  notice of  nonrenewal  of this
Agreement on or before January 1, 2001.

SECTION 3. COMPENSATION

     3.1 COMPENSATION.  As compensation for Employee's services performed during
the Term,  Company shall pay to Employee base compensation in the form of salary
of $75,000 per annum.

     3.2  EMPLOYEE  BENEFITS.  In addition to the  compensation  provided for in
Section 3.1,  Employee  shall be entitled  during the term of his  employment to
participate  in Company's  employee  benefit  plan(s) and program(s) as may from
time to time be provided for other  similarly  situated  employees of Company as
described in the Company's employee manual.

SECTION 4. TERMINATION OF EMPLOYMENT

     4.1 DEATH OF EMPLOYEE.  Employee's  employment  hereunder shall immediately
terminate  upon his death,  upon which Company shall not thereafter be obligated
to make any further  payments  hereunder  other than amounts  accrued under this
Agreement as of the date of Employee's death.

     4.2  DISABILITY  OF EMPLOYEE.  If Employee is totally  disabled  within the
meaning of the Company's primary  disability  insurance  policy,  then the Board
shall have the right to terminate  Employee's  employment upon written notice to
Employee at any time during the continuation of such disability,  in which event
Company shall not thereafter be obligated to make any further payments hereunder
other  than  amounts  accrued  under  this  Agreement  as of the  date  of  such
termination.

     4.3 TERMINATION FOR CAUSE.  Employee's employment hereunder shall terminate
immediately  upon notice that the Board is terminating  Employee for "Cause" (as
defined  herein),  in which event Company  shall not  thereafter be obligated to
make any  further  payments  hereunder  other than  amounts  accrued  under this
Agreement as of the date of such termination. As used herein, "Cause" shall mean
the following:

          (i) Employee's failure to perform his duties under this Agreement;

          (ii) dishonesty,  fraud, theft or  misappropriation or embezzlement of
Company's funds;

          (iii)   conviction   of  any   felony,   crime   involving   fraud  or
misrepresentation,  or of any other  crime  (whether or not  connected  with his
employment) the effect of which is likely to adversely affect the Company or its
affiliates;



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<PAGE>

          (iv) material breach of Employee's obligations under Section 6 of this
Agreement  that  continues for more than three (3) days after notice  thereof by
Company to Employee;

          (v)  willful  violation  of  any  express  direction  or any  rule  or
regulation established by the President or the Board relating to the business of
the Company;

          (vi) gross  incompetence or willful  misconduct in the performance of,
or gross neglect of, Employee's duties hereunder;

          (vii) illegal possession or use of any controlled substance on Company
premises; or

          (viii) use of alcohol or other drugs which materially  interferes with
the performance by Employee of his duties.

     4.4  EMPLOYEE  RESIGNATION.  Employee may resign and  terminate  Employee's
employment  hereunder for any reason  whatsoever  upon ninety (90) days' written
notice to the  Company,  in which  event the  Company  shall not  thereafter  be
obligated to make any further  payments  hereunder  other than  amounts  accrued
under  this  Agreement  as of the last  day of  Employee's  employment  with the
Company.

SECTION 5. CHANGE OF CONTROL; COMPENSATION FOR EXCESS "PARACHUTE PAYMENTS".

     5.1 CHANGE OF CONTROL.  Upon the occurrence of a Change in Control (defined
below)  during the Term,  (i) Company shall pay Employee a lump sum bonus of One
Hundred  Twenty-Five  Thousand  Dollars  ($125,000)  and  (ii)  Company  (or its
successor in interest) and Employee  shall enter into a two (2) year  consulting
agreement  providing for  consulting  payments to Employee  equal to $75,000 per
annum.

          (a) 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,


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<PAGE>

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  5.1(a)(1))  whose
election by the Board of  Directors  of Company or  nomination  for  election by
Company's  stockholders  was  approved by (i) Employee (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 5.1(a)(1) above.

     5.2 COMPENSATION FOR EXCESS "PARACHUTE PAYMENTS".  If all or any portion of
the payments or other benefits provided under this Agreement to Employee, either
alone or together with other payments and benefits which Employee receives or is
entitled to receive from  Company,  constitutes  an excess  "parachute  payment"
within the meaning of section  280G of the  Internal  Revenue  Code of 1986,  as
amended,  and as it may be amended on or after the date of this  Agreement  (the
"Code"),  and  results  in the  imposition  on  Employee  of an excise tax under
section  4999 of the Code,  then,  in  addition  to any other  benefits to which
Employee is entitled under this Agreement,  Company shall pay Employee an amount
equal to the sum of (i) the  excise  taxes  payable  by  Employee  by  reason of
receiving  excess  parachute  payments;  and (ii) a gross-up amount necessary to
offset any and all applicable federal, state, and local excise, income, or other
taxes  incurred  by Employee  by reason of  Company's  payment of the excise tax
described in (i) above on or after the date of this Agreement.

SECTION 6. RESTRICTIVE COVENANTS

     In addition to the restrictive covenants that apply to all employees of the
Company as set forth in the Company's employee manual, the following restrictive
covenants shall apply to the Employee:

     6.1 CONFIDENTIALITY.  Employee  acknowledges a duty of confidentiality owed
to Company and shall not, at any time during or after his employment by Company,
retain in writing, use, divulge,  furnish, or make accessible to anyone, without
the express  authorization  of the  President  or the Board,  any trade  secret,
private or confidential information or knowledge of Company obtained or acquired
by him while so  employed.  All computer  software,  address  books,  rolodexes,
business cards,  telephone lists,  customer lists, price lists,  contract forms,



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<PAGE>

catalogs,   books,  records,  and  files  while  an  employee  of  Company,  are
acknowledged to be the property of Company and shall not be duplicated,  removed
from  Company's  possession  or made use of other than in  pursuit of  Company's
business and, upon  termination  of employment  for any reason,  Employee  shall
deliver to Company,  without  further  demand,  all originals and copies thereof
which are then in his possession or under his control.

     6.2  INVENTIONS  AND  IMPROVEMENTS.  During  the  term  of his  employment,
Employee  shall  promptly  communicate  to Company  all ideas,  discoveries  and
inventions  relating  to Company or its  business  which are or may be useful to
Company or its  business.  Employee  acknowledges  that all ideas,  discoveries,
inventions,  and improvements which are made, conceived,  or reduced to practice
by him and every item of  knowledge  relating to  Company's  business  interests
(including  potential  business  interests)  gained by him during his employment
hereunder are the property of Company,  and Employee hereby irrevocably  assigns
all such ideas, discoveries,  inventions, improvements, and knowledge to Company
for its sole use and benefit, without additional compensation. The provisions of
this  Section  6.2 shall apply  whether  such  ideas,  discoveries,  inventions,
improvements  or knowledge  are  conceived,  made or gained by him alone or with
others,  whether during or after usual working hours, whether on or off the job,
whether applicable to matters related to Company's business interests (including
potential business  interests),  and whether or not within the specific realm of
his  duties.  It shall be  conclusively  presumed  that ideas,  inventions,  and
improvements  relating to Company's specific business interests conceived during
the twelve (12) months following termination of employment are, for the purposes
of this Agreement, conceived prior to termination of employment. Employee shall,
upon  request  of  Company,  at any time  during  or after his  employment  with
Company,  sign all instruments and documents  requested by Company and otherwise
cooperate  with  Company  to  protect  its  right  to such  ideas,  discoveries,
inventions,  improvements, and knowledge, including applying for, obtaining, and
enforcing patents and copyrights thereon in any and all countries.

     6.3 NONSOLICITATION AND NONCOMPETITION.
         ----------------------------------

          (a) During the term of Employee's  employment  and  continuing for one
(1) year from such termination date (the  "Restricted  Period"),  Employee shall
not  directly  or  indirectly:  (i)  solicit,  or  contact  with a  view  to the
engagement  or  employment  by,  any  person or entity of any  person  who is an
employee of Company;  (ii) seek to contract  with or engage (in such a way as to
adversely affect or interfere with the business of Company) any person or entity
who has been  contracted  with or engaged to  manufacture,  assemble,  supply or
deliver products, goods, materials or services to Company; or (iii) engage in or
participate  in any  effort or act to induce any of the  customers,  associates,
consultants, or employees of Company to limit doing business with Company.

          (b) During  the  Restricted  Period,  Employee  shall not (i)  engage,
anywhere  within fifty (50) miles of any Company  office in the  Business  other
than for Company, or (ii) be or become a stockholder,  partner,  owner, officer,
director or employee or agent of, or a consultant to or give  financial or other
assistance to, any other person or entity  considering  engaging in the Business
or so engaged.



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<PAGE>

          (c) Nothing  herein shall prohibit  Employee and his  affiliates  from
owning, as passive investors, in the aggregate not more than two percent (2%) of
the outstanding publicly traded stock of any corporation so engaged.

          (d) The duration of the Employee's covenants set forth in this Section
shall be  extended  by a period of time  equal to the  number  of days,  if any,
during which the Employee is in violation of the provisions hereof.

     6.4 INJUNCTIVE AND OTHER RELIEF.
         ---------------------------

          (a)  Employee  acknowledges  and agrees that the  covenants  contained
herein are fair and reasonable in light of the consideration paid hereunder, and
that damages alone shall not be an adequate remedy for any breach by Employee of
his  covenants  contained  herein and  accordingly  expressly  agrees  that,  in
addition to any other remedies which Company may have, Company shall be entitled
to injunctive  relief in any court of competent  jurisdiction  for any breach or
threatened  breach of any such covenants by Employee.  Nothing  contained herein
shall  prevent  or  delay  Company  from  seeking,  in any  court  of  competent
jurisdiction,  specific  performance or other equitable remedies in the event of
any breach or intended breach by Employee of any of its obligations hereunder.

          (b)  Notwithstanding  the equitable relief  available to Company,  the
Employee,  in the  event of a breach of his  covenants  contained  in  Section 6
hereof,  understands and agrees that the uncertainties and delay inherent in the
legal process would result in a continuing  breach for some period of time,  and
therefore, continuing injury to Company until and unless Company can obtain such
equitable relief. Therefore, in addition to such equitable relief, Company shall
be  entitled  to  monetary  damages  for any such  period  of  breach  until the
termination of such breach,  in an amount deemed  reasonable to cover all actual
and  consequential  losses,  plus all monies received by Employee as a result of
said breach and all costs and  attorneys'  fees incurred by Company in enforcing
this  Agreement.  If Employee should use or reveal to any other person or entity
any confidential information,  this will be considered a continuing violation on
a daily basis for so long a period of time as such  confidential  information is
made use of by Employee or any such other person or entity.



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<PAGE>

SECTION 7. MISCELLANEOUS

     7.1 Arbitration.
         -----------

          (a) All disputes  arising out of or relating to this  Agreement  which
cannot be settled by the parties shall  promptly be submitted to and  determined
by a single  arbitrator  in  Princeton,  New  Jersey,  pursuant to the rules and
regulations  then obtaining of the American  Arbitration  Association;  provided
that  nothing  herein  shall  preclude  Company  from  seeking,  in any court of
competent  jurisdiction,   damages,  specific  performance  or  other  equitable
remedies in the case of any breach or threatened breach by Employee of Section 6
hereof.  The  decision of the  arbitrator  shall be final and  binding  upon the
parties,  and  judgment  upon  such  decision  may be  entered  in any  court of
competent jurisdiction.

          (b) Discovery  shall be allowed  pursuant to the United States Federal
Rules of Civil Procedure and as the arbitrators  determine appropriate under the
circumstances.

          (c)  Such  arbitrator  shall be  required  to  apply  the  contractual
provisions  hereof in deciding any matter submitted to it and shall not have any
authority,  by reason of this Agreement or otherwise,  to render a decision that
is contrary to the mutual intent of the parties as set forth in this Agreement.

     7.2 OTHER  AGREEMENTS.  Employee  represents  and warrants that he is not a
party to any other employment, non-competition or other agreement or restriction
which could  interfere  with his  employment  with  Company or his or  Company's
rights  and  obligations  hereunder;  and that  the  performance  of his  duties
hereunder  will  not  breach  the  provisions  of any  contract,  agreement,  or
understanding to which he is party or any duty owed by him to any other person.

     7.3  SEVERABILITY.  The  invalidity or  unenforceability  of any particular
provision or part of any provision of this Agreement  shall not affect the other
provisions or parts hereof.  If any provision hereof is determined to be invalid
or unenforceable by a court of competent  jurisdiction by reason of the duration
or  geographical  scope of the  covenants  contained  therein,  such duration or
geographical  scope, or both, shall be considered to be reduced to a duration or
geographical scope to the extent necessary to cure such invalidity.

     7.4  ASSIGNMENT.  This Agreement  shall not be assignable by Employee,  and
shall be  assignable  by Company only to any person or entity which may become a
successor  in  interest  (by  purchase  of  assets or stock,  or by  merger,  or
otherwise)  to Company in the  business or a portion of the  business  presently
operated by it.  Subject to the  foregoing,  this  Agreement  and the rights and
obligations set forth herein shall inure to the benefit of, and be binding upon,
the parties hereto and each of their respective permitted  successors,  assigns,
heirs, executors and administrators.

     7.5  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,  fax or telecopy  (confirmed  by U.S.  mail),  receipt
acknowledged,  addressed  as set forth below or to such other  person  and/or at
such


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<PAGE>

other  address as may be  furnished in writing by any party hereto 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
                           Attention:  Albert Angrisani, President

(b)      If to Employee:

                           David Brodsky

                           ---------------------------

                           ---------------------------

     7.6 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. Any amendment,  modification, or waiver of this Agreement shall
not 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 any
occurrence be construed as a waiver of any right,  remedy,  power,  or privilege
with respect to any other occurrence.

     7.7  GOVERNING  LAW.  This  Agreement  is made  pursuant  to,  and shall be
construed and enforced in accordance with, the internal laws of the State of New
Jersey (and United States federal law, to the extent applicable), without giving
effect to otherwise applicable principles of conflicts of law.

     7.8 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
but one and the same Agreement.

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



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<PAGE>

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


                           TOTAL RESEARCH CORPORATION


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


                              /s/David Brodsky
                              ---------------------------------------
                              DAVID BRODSKY