Under the terms of the deal, it is believed that Total's 51% share of Romtec-GfK will be sold to GfK for over US$2 million. This sales value represents an approximate 1.55 times the joint venture's fiscal 2000 revenues, and approximately 22.5 times Total's share of its fiscal 2000 net income. In this context, the Romtec venture generated revenues of approximately US$1.4 million and net income of approximately US$188,000 in 2000.

Albert Angrisani, President and CEO of Total Research, said, "The proposed divestiture of our stake in the Romtec-GfK joint venture helps Total accomplish several important financial goals. The proposed sale would enhance the value of our acquisition of Romtec for Total Research stockholders by generating a substantial return over the purchase price we paid for the joint venture in the Romtec acquisition. The proceeds of the proposed sale would be used to retire all of the remaining debt from the Romtec acquisition and repay all other debt on Total's balance sheet."

Angrisani added that, "Total Research's previously announced April 2001 acquisition of Teligen Ltd., located in Surrey, England, a company of similar size to the Romtec-GfK joint venture, will contribute to replacing the revenues and profits from the joint venture in fiscal 2002."

Russ Nathan, Chairman of Total Research Europe, stated that, "The recent purchase of Teligen Ltd combined with the potential sale of the Romtec-GfK joint venture completes our strategy of owning 100% of our expanding European IT and Telecom research and marketing services infrastructure."