TOTAL RESEARCH CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON DECEMBER 7, 2000.
The undersigned stockholder of Total Research Corporation (the
"Company") acknowledges receipt of Notice of Annual Meeting of Stockholders and
the Proxy Statement each dated November 7, 2000 and the undersigned revokes all
prior proxies and appoints Jane B. Giles, Patti Hoffman, or either of them, as
proxies for the undersigned, with full power of substitution to each, to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote at the Company's Annual Meeting of Stockholders to be held at the Marriott
Hotel, Forrestal Center, 201 Village Boulevard, Princeton, New Jersey, at 11:00
a.m., local time, on December 7, 2000 and at any postponement(s) or
adjournment(s) thereof, and the undersigned authorizes and instructs said
proxies or their substitutes to vote as follows:
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1. ELECTION OF DIRECTORS: To elect the nominees listed below to the Board of
Directors:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary below) |_| to vote for all nominees listed
below |_|
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE BOX TO THE RIGHT OF THE NOMINEE'S NAME IN THE LIST BELOW.)
ALBERT ANGRISANI |_| J. EDWARD SHRAWDER |_|
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS: To ratify the Company's
appointment of Ernst & Young LLP as independent auditors for the fiscal year
ending June 30, 2001:
FOR |_| AGAINST |_| ABSTAIN |_|
and in their discretion, upon any other matters that may properly come before
the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS AND,
IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES, FOR OR AGAINST ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY POSTPONEMENT(S) OR
ADJOURNMENT(S) THEREOF.
Receipt of the Notice of Annual Meeting and of the Proxy Statement and
the Annual Report of the Company accompanying the same is hereby acknowledged.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: _____________________________, 2000
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(Signature of Stockholder)
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(Signature of Stockholder)
Please sign exactly as your name(s) appears
on your stock certificate. If signing as
attorney, executor, administrator, trustee or
guardian, please indicate the capacity in which
signing. When signing as joint tenants, all
parties to the joint tenancy must sign. When the
proxy is given by a corporation, it should be
signed by an authorized officer.
