AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------


     AMENDED AND RESTATED EMPLOYMENT  AGREEMENT dated as of July 3, 2000 between
Total  Research  Corporation,  a Delaware  corporation  ("Company"),  and Albert
Angrisani ("Executive").

                                   BACKGROUND
                                   ----------

     Company and Executive  entered into to an Employment  Agreement dated as of
July 1, 1998 (the "Original  Employment  Agreement") pursuant to which Executive
continued his employment as the Chief Executive Officer of the Company.

     Company and Executive  desire to amend and restate the Original  Employment
Agreement  in its  entirety  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  for Cause (as defined  herein) as long as (i)  Executive  is not an
employee of any other business


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<PAGE>

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 3, 2000 (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
Executive  shall have  given to Company  written  notice of  nonrenewal  of this
Agreement  on or before  January 1, 2001.  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 3, 2000,  Company shall pay to Executive base  compensation  in the form of
salary  of  $325,000  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.  Executive's  annual salary is  hereinafter  referred to as Executive's
"Base Compensation".  The Executive Committee agrees to review Base Compensation
for fiscal  years  2001 and 2002 for the  purpose of  determining  whether  Base
Compensation should be increased for such fiscal years, provided that Employee's
Base Compensation shall never be less than $325,000 per annum.

     3.2 PERFORMANCE BONUS. As additional compensation for the services rendered
by  Executive  to Company,  Executive  shall be entitled to (i) a $175,000  cash
performance  bonus for the fiscal year ending June 30, 2000 (the "FY2000 Bonus")
and (ii) a $175,000 cash performance  bonus for the fiscal years ending June 30,
2001 and June 30, 2002 (the "FY2001  Bonus" and "FY2002  Bonus"),  provided that
the  FY2001  Bonus and  FY2002  Bonus  shall  only be due if the  Company  meets
specific  financial  goals, to be set forth in a written  agreement  between the
Executive and the Executive Committee on or before December 31, 2000. The FY2000
Bonus shall be paid on or before March 31, 2001 and, if  applicable,  the FY2001
Bonus and FY2002 Bonus shall be paid by  September  30, 2001 and  September  30,
2002, respectively.

     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


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<PAGE>

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. 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  nonqualified  stock  options (the  "Option  Shares")  made
pursuant to a certain  Consulting  Agreement  between  Company and Executive and
various Stock Option Agreements (collectively the "Option Agreement"). Under the
Option  Agreement,  437,500 Option Shares are currently vested and 62,500 Option
Shares are  scheduled to vest on or before June 30, 2001.  Company and Executive
have previously agreed to execute an amendment to the Option Agreement  relating
to the Option Shares to restructure  the vesting and exercise  schedules for the
Option Shares with the following restrictions applicable during the term of this
Agreement: (i) all 500,000 Option Shares shall be forfeited if Executive resigns
prior to June 30,  2001 for other than Good  Reason;  (ii)  62,500 of the Option
Shares shall be forfeited if Executive's employment is terminated by the Company
for Cause (as  defined  herein) on or after June 30,  2000 but prior to June 30,
2001;  and (iii) 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.  During the Term, Executive hereby
agrees not to sell any shares  acquired by exercising the Option Shares,  except
that  Executive  may sell shares  which were  acquired  pursuant to  Executive's
exercise  of  non-qualified  Option  Shares  to  the  extent  necessary  to  pay
Executive's   income  taxes   resulting  from   Executive's   exercise  of  such
non-qualified  Option  Shares  (as long as such  sales  are in  compliance  with
applicable securities laws). Company and Executive shall execute such amendments
to the Option Agreement as may be reasonably necessary or appropriate to further
clarify or reflect this Section 3.7. The  restrictions  above shall not apply to
the incentive stock options previously granted to Executive,  the terms of which
are governed by a separate Stock Option Agreements.



                                       3
<PAGE>

     3.8 LOANS.
         -----

          (a)  Company  and  Executive  hereby  acknowledge  and  confirm  that,
pursuant to the terms of the Original  Employment  Agreement,  the Executive was
granted a non-collateralized loan provision from the Company, which provided the
Executive  with three annual loans of $100,000  each,  to be made  separately on
August 1, 1998, August 1, 1999 and August 1, 2000.  Interest was provided at the
minimum  applicable  federal rate for IRS  purposes.  The term of the loan is as
follows.  The entire  principal  and  interest due under the loan will be due on
June 30, 2002; 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, 2002 or (ii) the Executive's  Employment  Agreement is
terminated prior to June 30, 2002 in a manner that requires a Severance  Payment
(as defined  below) to Executive.  This provision  shall survive  termination of
Executive's employment.

          (b) The Executive  will be offered an additional  loan  provision from
the Company, which will provide Executive with loans (advanced from time to time
at the request of  Executive)  in a maximum  aggregate  amount of $500,000 to be
used by  Executive  to  exercise  all or a portion of his  non-qualified  Option
Shares.  Interest  will  be at the  minimum  applicable  federal  rate  for  IRS
purposes.  Such loans  shall be secured by  Executive's  pledge of a  sufficient
number of Company  shares so that the market  value of the pledged  shares as of
the date of the loan is at least equal to 125% of the principal  amount thereof.
The  payment  term of the loans will be as  follows.  The entire  principal  and
interest  due under the loans will be due on the earlier of (i) June 30, 2002 or
(ii) the date  Executive's  employment  with the  Company  is  terminated.  This
provision shall survive termination of Executive's employment.

     3.9 COMPENSATION FOR EXCESS "PARACHUTE PAYMENTS".  If all or any portion of
the payments or other  benefits  provided  under this  Agreement  to  Executive,
either  alone or together  with other  payments  and  benefits  which  Executive
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 Executive of an excise
tax under section 4999 of the Code,  then, in addition to any other  benefits to
which Executive is entitled under this Agreement, Company shall pay Executive an
amount equal to the sum of (i) the excise  taxes  payable by Executive 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 Executive  by reason of  Company's  payment of the excise tax
described in (i) above on or after the date of this Agreement.


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,  any Performance  Bonus earned for a fiscal year
ending  before  the date of death


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<PAGE>

(excluding  fiscal years ending  before the effective  date of this  Agreement),
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;

               (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

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<PAGE>

               (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 prior to
July 1, 2002 for any reason  (other  than (x) Cause  under  Section  4.3, or (y)
disability of Executive), (ii) Executive's employment is terminated by Executive
for Good Reason,  (iii) the Executive elects not to renew this Agreement for any
term after June 30, 2001, or (iv) this  Agreement is not renewed by either party
after June 30, 2002, 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
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.


                                       6
<PAGE>

          (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
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.

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<PAGE>

     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 , (ii)  Executive  terminates
Executive's  employment for Good Reason,  or (iii)  Executive's  employment with
Company  (including for this purpose any successor to Company) has continued for
such one year  period,  Company  shall,  on or  before  Executive's  last day of
full-time employment hereunder or upon such one year anniversary in the event of
the applicability of subparagraph  (iii), pay to Executive the amounts set forth
in Section 4.4 above.

     (b) Upon the occurrence of a Change in Control during the Term, the Company
shall pay  Executive  a lump sum bonus of Two  Hundred  Fifty  Thousand  Dollars
($250,000).  If Executive  remains  employed  with Company  (including  for this
purpose  any  successor  to  Company  for at least one year  after the Change in
Control),  Company shall pay Executive an additional  bonus of Two Hundred Fifty
Thousand Dollars ($250,000),  payable on the first anniversary after such Change
in Control.

     (c)  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.

     (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
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;

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<PAGE>

          (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 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.


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<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 and the
applicable  Performance  Bonus  to  Executive  after  the Term  and  during  the
remainder of the Non-Competition Period.

     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.

                                       10
<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  of  access  to  Confidential
Information to the extent,  but only to the extent,  (i) expressly  permitted


                                       11
<PAGE>

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  AMENDMENT  AND  RESTATEMENT  OF  ORIGINAL  EMPLOYMENT  AGREEMENT.  The
Original Employment Agreement is hereby amended and restated in its entirety and
shall no longer have any effect.

     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.


                                       12
<PAGE>

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

                                       13
<PAGE>

     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 & Shanley LLP
                           105 College Road East
                           Princeton, NJ 08542

                           Howard Sobel, Esq.
                           Kramer, Levin, Naftalis & Frankel
                           919 Third Avenue
                           New York, NY 10022


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


     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.


                                       14
<PAGE>

     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.


                                       15
<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