RESOLUTION
BE IT RESOLVED, that TOTAL RESEARCH CORPORATION (the "Company") be, and
it hereby is, authorized and directed to enter into a Second Amended and
Restated Credit Agreement (the "Agreement") with SUMMIT BANK, formerly known as
United Jersey Bank and the successor by merger to UNITED JERSEY BANK/CENTRAL,
N.A. (the "Lender"), pursuant to such Agreement borrowing: (i) a series of term
loans having an aggregate principal amount not exceeding $6,500,000 (the
"Acquisition Term Loans") in order to finance the acquisition by the Company (or
one of the Company's subsidiaries) of at least 90% of the shares of Romtec, plc;
(ii) an additional sum on a revolving basis until June 30, 2002, in an amount
which is the difference obtained by subtracting the outstanding aggregate
principal amount of the Acquisition Term Loans and all letters of credit
outstanding from time to time from $10,000,000 (the "Revolving Loan" and
together with the Acquisition Term Loans, the "Loans"); and be it further
RESOLVED, that, as collateral security for the Loans, the Company is
authorized to: (i) grant mortgages and security interests encumbering all of the
Company's United States assets to the Bank; (ii) pledge all of the shareholdings
in all subsidiaries now existing or hereafter arising, and (iii) to cause each
of its subsidiaries to guaranty the Loans and to pledge the shareholdings of
such subsidiaries in Romtec plc and all other subsidiaries, now existing or
hereafter arising;
RESOLVED, that the President of the Company be, and hereby is,
authorized and directed, by, for, on behalf of and in the name of the Company,
to execute and deliver the Agreement, which may contain terms and conditions as
the President so acting shall deem necessary, appropriate, convenient or proper,
his signature thereon being conclusive evidence of his approval thereof; and be
it further
RESOLVED, that the President of the Company be, and hereby is,
authorized and directed, by, for, on behalf of and in the name of the Company to
execute, acknowledge and deliver all promissory notes, guarantees, pledges,
assignments, mortgages, agreements and all other instruments and documents which
the President so acting shall deem necessary, appropriate, convenient or proper
to effectuate the transactions described in the above resolutions and
contemplated in the Amendment, his signature thereon being conclusive evidence
of his approval thereof; and be it further
RESOLVED, that the President of the Company be, hereby is, authorized
and directed, by, for, on behalf of and in the name of the Company to do all
such other acts and things, to make,
negotiate, execute and deliver, file and/or record and receive all such other
instruments, documents and agreements and to do all other acts or things as may
be, in the opinion of the officer so acting, necessary, appropriate, convenient
or proper to carry out the intent of the foregoing resolutions, to discharge the
liabilities and obligations of the Company to the Bank, to exercise the rights
of the Company, and to carry out and consummate the transactions contemplated by
the Agreement, the signature of the officer so acting shall be conclusive
evidence of his approval thereof.
