THIS AGREEMENT is made as of the day of August, 2000, among Opinion Research Corporation, a Delaware Corporation ("ORC"), ORC Consumer, Inc., a Delaware Corporation (the "Corporation"), and_____________ ("Employee"), to become effective (the "Effective Date") upon the consummation of the sale of all or substantially all of the assets and business of C/J Research, Inc. ("C/J Research") to the Employer (the "Closing") and the consummation of the Employment Agreement (as defined herein). If the Closing and the Employment Agreement are not consummated on or prior to August 31, 2000, this Agreement shall be void and of no further effect.

W I T N E S S E T H:

WHEREAS, the Corporation is acquiring substantially all of the assets and the business of C/J Research; and

WHEREAS, the Employee has been employed by C/J Research and, upon the Closing, the Corporation and Employee will have entered into an Employment Agreement effective of even date herewith (the "Employment Agreement"); and

WHEREAS, as a material and significant inducement to the Corporation to enter into and consummate the Employment Agreement, Employee has agreed not to compete with the Corporation or ORC or use or divulge certain information with respect to the business of the Corporation or ORC pursuant to the following terms and conditions:

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and as a condition to the obligations of the Corporation to consummate the Employment Agreement, the execution of which is an express condition precedent to the execution of this Agreement, the parties, each intending to be legally bound, agree as follows:

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