FORBEARANCE AGREEMENT

This Forbearance Agreement (this "Agreement") is dated as of November 14, 2003 and is entered into by and among OPINION RESEARCH CORPORATION, a Delaware corporation ("Parent"), ORC INC., a Delaware corporation ("ORC", Parent and ORC are sometimes collectively referred to herein as the "Borrowers" and individually as a "Borrower"), the Subsidiaries of Borrowers party hereto, HELLER FINANCIAL, INC., in its capacity as Agent for the Lenders party to the Credit Agreement described below ("Agent"), and the Lenders.

RECITALS:

WHEREAS, Agent, Lenders and Borrowers are parties to that certain Credit Agreement dated as of May 26, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, an Event of Default has occurred under subsection 6.1 (A) of the Credit Agreement due to the Borrowers’ failure to make the mandatory prepayment of the Loans required by subsection 1.5 (B) of the Credit Agreement with respect to the fiscal year of Borrowers ended December 31, 2002 (such Event of Default, the "Existing Default"); and

WHEREAS, Agent and Lenders are willing to forbear from enforcing their rights that arise because of the Existing Default for a limited period of time, provided that Borrowers comply with the terms of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 All capitalized terms used herein (including in the introductory paragraph and recitals set forth above) and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

1.2 The following terms used in this Agreement shall have the meanings set forth below:

"Forbearance Default" means (a) the occurrence of any Default or Event of Default other than the Existing Default; (b) the failure of Borrowers to comply with any term, condition or covenant set forth in this Agreement, (c) any representation made by Borrowers under or in connection with this Agreement shall prove to be materially false or misleading as of the date when made or (d) the filing of any petition (voluntary or involuntary) under the insolvency or1bankruptcy laws of the United States or any state thereof, or of any foreign jurisdiction, with respect to a Borrower, any of its affiliates, or any of its Subsidiaries.

"Refinancing Date" means February 28, 2004.

"Subordination Agreement" means that certain Subordination and Inter creditor Agreement dated as of May 26, 1999 (as amended, restated, supplemented or otherwise modified from time to time) among Agent, Subordinated Lender and Parent.

"Termination Date" means the earlier to occur of (a) 5:00 p.m. Chicago time on March 31,2004 or (b) the date upon which a Forbearance Default occurs.

SECTION 2. CONFIRMATION BY BORROWERS OF OBLIGATIONS

Each Borrower acknowledges and agrees that as of the date hereof, the Borrowers have no right of offset, defense, or counterclaim with respect to the Obligations.

SECTION 3. AGREEMENT TO FORBEAR;
SUBORDINATION AGREEMENT; OTHER AGREEMENTS

3.1 Provided that no Forbearance Default occurs, Agent and Lenders hereby agree to refrain through the Termination Date from exercising any of their rights and remedies under the Credit Agreement or any of the other Loan Documents (other than the Subordination Agreement) that may exist by virtue of the Existing Default; provided, however, that in no event shall the foregoing be deemed to limit, modify, amend, waive or otherwise affect Agent’s and Lenders’ rights and remedies that exist under the Subordination Agreement due to the existence of the Existing Default, all of which rights and remedies are hereby expressly reserved and which may be enforced by Agent and Lenders in accordance with the terms of the Subordination Agreement. If Borrowers make all payments required under Section 5.1 hereof in accordance with the terms of such Section, and Borrowers comply with all other terms, covenants and conditions set forth in this Agreement, the Agent and Lenders agree that the Existing Default shall be deemed waived.

3.2 Nothing in this Agreement shall be construed as a waiver of or acquiescence to the Existing Default which shall continue in existence, subject only to the agreement of Agent and Lenders, as set forth herein, not to enforce their remedies for a limited period of time. Except as expressly provided herein, the execution and delivery of this Agreement shall not:

(a) constitute an extension, modification, or waiver of any aspect of the Credit Agreement or the other Loan Documents;

(b) extend the terms of the Credit Agreement or the due date of any of the Obligations;

(c) give rise to any obligation on the part of Agent or any Lender to extend, modify or waive any term or condition of the Credit Agreement or any of the other Loan Documents;

(d) give rise to any defenses or counterclaims to the right of Agent or Lenders to compel payment of the Obligations or to otherwise enforce their rights and remedies under the Credit Agreement and the other Loan Documents; or

(e) establish a custom or course of dealing between or among the Borrowers, the Agent and/or the Lenders, or any of them. Except as expressly limited herein, Agent and Lenders hereby expressly reserve all of their rights and remedies under the Credit Agreement and the other Loan Documents and under applicable law with respect to the Existing Default. From and after the Termination Date, Agent and Lenders shall be entitled to enforce the Credit Agreement and other Loan Documents according to the original terms thereof.

3.3 The parties hereto hereby acknowledge that the Existing Default constitutes a "Senior Payment Default" as defined in the Subordination Agreement and as such, pursuant to Section 2.3 (a) of the Subordination Agreement, Parent may not make, and Subordinated Lender may not receive, any payment with respect to the Junior Debt (as defined in the Subordination Agreement). Notwithstanding anything to the contrary contained in this Agreement, all provisions of the Subordination Agreement (including, without limitation, Section 2.3 (a) thereof) shall apply in full force and effect with respect to the Existing Default unless Requisite Lenders agree otherwise in writing.

3.4 The parties hereto hereby agree that, notwithstanding anything to the contrary contained in the Credit Agreement, Borrowers shall not be permitted to request LIBOR Loans with Interest Periods in excess of one month.

3.5 The parties hereto hereby agree that, pursuant to and in accordance with Section 1.2 (E) of the Credit Agreement, on and after the date hereof, for so long as the Existing Default and any other Event of Default continues, the Loans and other Obligations shall bear interest at a rate that is two percent (2.0%) in excess of the rates otherwise payable under the Credit Agreement. Requisite Lenders may elect at any time to cease charging the two percent (2.0%) default rate set forth in the preceding sentence solely with respect to the Existing Default.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In consideration of the limited agreement of Agent and Lenders to forbear from the exercise of their rights and remedies as set forth above, each Borrower jointly and severally hereby represents and warrants to Agent and Lenders as of the date hereof as follows:

4.1 Borrowers have made full disclosure to Agent and Lenders of all existing Defaults and Events of Default and all other disclosures as is required under subsection 4.8 (K) of the Credit Agreement.

4.2 The execution, delivery and performance of this Agreement by each Loan Party party hereto are within such Person’s corporate power and have been duly authorized by all necessary corporate action.

4.3 This Agreement constitutes a valid and legally binding Agreement enforceable against each Loan Party party hereto in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance and other laws affecting creditors’ rights generally and to general equitable principals.

4.4 All Loan Documents, including without limitation the Credit Agreement, constitute valid and legally binding obligations of each Loan Party party thereto, enforceable against such Loan Party in accordance with the terms thereof subject to the effects of bankruptcy, insolvency, fraudulent conveyance and other laws affecting creditors’ rights generally and to general equitable principals.

SECTION 5. COVENANTS

In order to induce Agent and Lenders to forbear from the exercise of their rights and remedies as set forth above, each Borrower hereby covenants and agrees with Agent and Lenders as follows：......

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