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

         EMPLOYMENT AGREEMENT dated as of January 1, 1999 between Total Research
Corporation,   a   Delaware   corporation   ("Company"),   and  Terri   Flanagan
("Executive").

                                   BACKGROUND
                                   ----------

         Executive  is  presently  serving as the  President,  Customer  Loyalty
Division of the Company under an  Employment  Agreement  with Company  effective
January 2, 1997 (the "Original Employment  Agreement").  Company desires to have
Executive  continue in the  employment  of the Company  beyond the June 30, 1999
termination date in the Original Employment  Agreement,  and Executive wishes to
remain in the  employment  of the  Company  beyond  such date,  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  initially  serve as President of the Customer  Loyalty
Division  of  Company.   Executive   shall  perform  the  duties  and  have  the
responsibilities   of  a  Division  President  as  described  in  the  "Position
Description"  previously delivered to Executive,  as such "Position Description"
may be revised by Company from time to time.  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


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<PAGE>

"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.

(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, 2000, as
further  extended  or unless  sooner  terminated  in  accordance  with the other
provisions hereof (the "Term"). Except as hereinafter provided, on expiration of
the initial Term,  the Term shall be  automatically  extended for one additional
year unless either party shall have given to the other party  written  notice of
nonrenewal of this Agreement at least six months prior to such expiration  date.
After the initial Term, the Term shall be automatically  extended for successive
one year Terms unless  written  notice of nonrenewal is given by either party to
the other at least six (6) months  prior to the  expiration  of the then current
Term. If written notice of termination 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 BASIC COMPENSATION. As compensation for Executive's services during the
Term,  Company shall pay to Executive a salary effective  January 1, 1999 in the
amount  specified  on Exhibit A,  attached  hereto and made a part  hereof.  The
Executive shall continue to receive  Executive's salary at the rate presently in
effect under the Original  Employment  Agreement  through December 31, 1998. 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."



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<PAGE>

     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,  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 Executive  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, 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 250,000  stock  options (the "Option  Shares") made pursuant to the
Original  Employment  Agreement under which,  subject to the terms thereof,  the
Option Shares are scheduled to vest on June 30, 1999.

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).



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<PAGE>

     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


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<PAGE>

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 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, 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").   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 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
(i) by Company without Cause but due to Executive's failure for four consecutive
calendar  quarters  to  attain  all the  performance  goals as  outlined  in the
Compensation Plan or (ii) by Executive for Good Reason under Section  4.4(c)(vi)
provided  Executive  terminates  employment under Section  4.4(c)(vi) within ten
(10)  days  of the  Company's  delivery  of the  revised  performance  goals  to
Executive, the Severance Payment shall be reduced by fifty percent (50%).

     (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;



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<PAGE>

          (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);

          (iv) the relocation of Executive's  principal  place of employment  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) 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

          (vii) Executive's termination of the Agreement after Company notice of
nonrenewal under Section 2.1.

         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.

     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


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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 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

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<PAGE>

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 this  Agreement
pursuant to Section  2.1 shall not be treated as a  termination  of  Executive's
employment for purposes of this Agreement.

          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.

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  (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 or (iii) as a result of nonrenewal of the Agreement
by Company.

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<PAGE>

     (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  continue for one (1) year after  termination  of
employment.

     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"),  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


                                       9
<PAGE>

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


                                       10
<PAGE>

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 ORIGINAL EMPLOYMENT AGREEMENT With the exception of the
obligation to pay salary,  benefits and performance bonus for the period through
December  31,  1998,  the Original  Employment  Agreement  is hereby  cancelled;
provided,  however,  that this  Section 6.1 shall not be  construed  to limit or
terminate  Executive's  entitlement under the Original  Employment  Agreement to
amounts  accrued for  periods  through  the date of this  Agreement,  including,
without limitation, the 250,000 stock options granted thereunder.

     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.



                                       11
<PAGE>

     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 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 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



                                       12
<PAGE>

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

                  (b)      If to Executive:

     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 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.

     6.8 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.

                                       13
<PAGE>

     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.


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


                                             TOTAL RESEARCH CORPORATION

                                           By/s/ALBERT ANGRISANI
                                              ---------------------------------
                                             Title:



                                              /s/TERRI FLANAGAN
                                              ---------------------------------
                                              Executive



                                       14
<PAGE>


Exhibit A


SENIOR MANAGEMENT COMPENSATION PLAN TERM SHEET
FISCAL YEAR 1999 THROUGH FISCAL YEAR 2000

Name:  Terri Flanagan

Title:  President Customer Loyalty Division


 A.  COMPENSATION/SHORT-TERM

I.  Base Salary

Base  salary  for  second  half of fiscal  year 1999  will be  $135,000.  Salary
increases  beyond year one will be set by the CEO and approved by the  Executive
Committee  and will be based on individual  performance  and  contribution.  The
amount  of the  increase  awarded  will be based on a salary  increase  range of
0-10%.

II.  Bonus:

Compensates the Executive if established  performance measures are achieved. The
performance  measures  listed  below  are  based on goals  established  for core
business  only  against  the  performance  plans  for  fiscal  year  1999.  This
additional  compensation would be in cash, and represents a bonus opportunity at
20% of the base  salary if the goals  listed  below are met.  Should the results
fall slightly below plan, i.e.,  ninety-five (95) percent of goal, the Executive
will be entitled to a reduced  bonus.  The reduced  bonus will pay the Executive
ten (10) percent of the Base Salary if ninety-five  (95) to ninety-nine and nine
tenths (99.9) percent of the goal is achieved.  No bonus will be paid if results
fall below 95% of goal.

         Goal                                                 Reward

         1.  Revenue of $8,300,000                   30% of 20% cash opportunity

         2.  Gross Profit greater than 53%           30% of 20% cash opportunity
              Income Before Tax of $802,000
         3. Money  Management                        20% of 20% cash opportunity
            a. Invoicing at 95% of plan or  greater
            b. Cash  Received  at 95% of plan of  greater
            c. Receivables+ 45 days no greater than 30%
               of monthly receivables 9 out of 12 months

         4.  Non Financial                           20% of 20% cash opportunity
            a.  Sales Infrastructure Expansion
            b.  Product Development
                                       15
<PAGE>
            c.  Process Improvement
            d.  Other

Performance  goals for subsequent  fiscal years shall be established by the CEO.
IBT shall be defined in the Senior  Management  Compensation  Plan (Fiscal Years
1999-2001) for the CEO.

B.  EXCESS PERFORMANCE BONUS OPPORTUNITY:

Payment under this portion of the compensation plan is for performance in excess
of  established   goals.  The  bonus  opportunity  under  this  portion  of  the
compensation plan, provides a bonus based on the following formula:

The  Executive  will  receive  15% of the entire  excess  division's  IBT if the
division's IBT is 10% or more greater than plan;  provided  that,  regardless of
division  performance,  the  Company's  IBT goal  must be  achieved  before  the
Executive is eligible to receive any excess bonus payments.

C. LONG TERM PERFORMANCE REWARD

The primary goal of Total Research's Long Term Performance  Reward is to enhance
senior management performance through equity ownership opportunities.

The  granting of stock  options that a  participant  may receive in each year is
based  on an  assessment  by the  Chief  Executive  Officer  and  the  Executive
Committee of the Board of Directors. Any option grant is totally discretionary.




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