10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

     Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2004.

or

      Transitional report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transitional period from ________________to__________________

Commission file number 0-29100

eResearchTechnology, Inc.
(Exact name of registrant as specified in its charter)

Delaware	22-3264604
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

30 South 17th Street Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

215-972-0420 

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days.     Yes      No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes      No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of Common Stock, $.01 par value, outstanding as of October 29, 2004, was 51,415,684.

eResearchTechnology, Inc. and Subsidiaries

INDEX

Part I. Financial Information			Page
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets-December 31, 2003 and September 30, 2004 (unaudited)	3
		Consolidated Statements of Operations (unaudited)–Three and
		Nine months Ended September 30, 2003 and 2004	4
		Consolidated Statements of Cash Flows (unaudited)–Nine months
		Ended September 30, 2003 and 2004	5
		Notes to Consolidated Financial Statements (unaudited)	6-10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of
		Operations	11-21
	Item 3.	Qualitative and Quantitative Disclosures about Market Risk	21
	Item 4.	Controls and Procedures	21
Part II. Other Information
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
	Item 6.	Exhibits	22
Signatures			23
Exhibit Index			24

Part 1. Financial Information
Item 1. Consolidated Financial Statements

eResearchTechnology, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share amounts)

				December 31, 2003			September 30, 2004 (unaudited)
Assets
Current Assets:
	Cash and cash equivalents			$	38,364		$	60,014
	Short-term investments				13,558			22,947
	Accounts receivable, net				13,947			18,455
	Prepaid expenses and other				2,219			4,108
	Deferred income taxes				277			277
		Total current assets			68,365			105,801
Property and equipment, net					16,416			22,229
Goodwill					1,212			1,212
Investments in non-marketable securities					509			509
Other assets					168			259
Deferred income taxes					5,308			3,796
		Total assets		$	91,978		$	133,806
Liabilities and Stockholders’ Equity
Current Liabilities:
	Accounts payable			$	3,513		$	2,995
	Accrued expenses				4,446			4,097
	Income taxes payable				1,584			2,501
	Current portion of capital lease obligations				644			308
	Deferred revenues				12,401			23,072
		Total current liabilities			22,588			32,973
Capital lease obligations, excluding current portion					131			229
Commitments and contingencies
Stockholders’ Equity:
	Preferred stock – $10.00 par value, 500,000 shares authorized,
		none issued and outstanding			—			—
	Common stock – $.01 par value, 175,000,000 shares authorized,
		54,735,914 and 56,336,067 shares issued, respectively			547			563
	Additional paid-in capital				54,238			69,275
	Accumulated other comprehensive income				1,038			1,127
	Retained earnings				16,826			39,586
	Treasury stock, 4,062,519 and 4,362,519 shares at cost, respectively				(3,390	)		(9,947	)
		Total stockholders’ equity			69,259			100,604
			Total liabilities and stockholders’ equity	$	91,978		$	133,806

The accompanying notes are an integral part of these statements.

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eResearchTechnology, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2003		2004		2003			2004
Net revenues:
	Licenses		$	2,513	$	2,675	$	4,856	$	7,798
	Services			14,951		25,329		40,967		74,462
		Total net revenues		17,464		28,004		45,823		82,260
Costs of revenues:
	Cost of licenses			185		163		517		516
	Cost of services			6,306		9,103		17,123		26,114
		Total costs of revenues		6,491		9,266		17,640		26,630
		Gross margin		10,973		18,738		28,183		55,630
Operating expenses:
	Selling and marketing			1,870		2,534		5,617		7,351
	General and administrative			1,818		2,562		4,896		7,062
	Research and development			1,196		1,031		3,400		3,046
		Total operating expenses		4,884		6,127		13,913		17,459
Operating income				6,089		12,611		14,270		38,171
Other income, net				83		255		227		447
Income before income taxes				6,172		12,866		14,497		38,618
Income tax provision				2,299		5,506		5,400		15,858
Net income			$	3,873	$	7,360	$	9,097	$	22,760
Basic net income per share			$	0.08	$	0.14	$	0.19	$	0.44
Diluted net income per share			$	0.07	$	0.13	$	0.17	$	0.41
Shares used to calculate basic
	net income per share			49,823		51,951		49,109		51,488
Shares used to calculate diluted
	net income per share			54,769		55,473		53,645		55,483

The accompanying notes are an integral part of these statements.

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eResearchTechnology, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

						Nine Months Ended September 30,
						2003			2004
Operating activities:
	Net income					$	9,097		$	22,760
	Adjustments to reconcile net income to net cash
		provided by operating activities:
			Depreciation and amortization				3,595			6,330
			Cost of sale of equipment				—			295
			Provision for uncollectible accounts				—			126
			Stock option income tax benefits				5,320			11,919
			Changes in operating assets and liabilities:
				Accounts receivable			(4,989	)		(4,569	)
				Prepaid expenses and other			(13	)		(1,988	)
				Accounts payable			(51	)		(525	)
				Accrued expenses			(398	)		(350	)
				Income taxes			(838	)		2,393
				Deferred revenues			4,681			10,651
					Net cash provided by operating activities		16,404			47,042
Investing activities:
	Purchases of property and equipment						(4,646	)		(12,033	)
	Purchases of short-term investments						(8,084	)		(21,058	)
	Proceeds from sales of short-term investments						4,443			11,669
					Net cash used in investing activities		(8,287	)		(21,422	)
Financing activities:
	Repayment of capital lease obligations						(444	)		(608	)
	Proceeds from exercise of stock options						3,164			3,138
	Repurchase of common stock for treasury						—			(6,557	)
					Net cash provided by (used in) financing activities		2,720			(4,027	)
Effect of exchange rate changes on cash							247			57
Net increase in cash and cash equivalents							11,084			21,650
Cash and cash equivalents, beginning of period							17,443			38,364
Cash and cash equivalents, end of period						$	28,527		$	60,014

The accompanying notes are an integral part of these statements.

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eResearchTechnology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1.      Basis of Presentation

The accompanying unaudited consolidated financial statements, which include the accounts of eResearchTechnology, Inc. (the “Company”) and its wholly owned subsidiaries, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Further information on potential factors that could affect the Company’s financial results can be found in the Company’s Reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and in this Form 10-Q.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Management’s Use of Estimates. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. Actual results could differ from those estimates.

Property and Equipment.  Pursuant to Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” the Company capitalizes costs associated with internally developed and/or purchased software systems for new products and enhancements to existing products that have reached the application development stage and meet recoverability tests.  These costs are included in property and equipment.  Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software, and payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. 

Amortization of capitalized software development costs is charged to cost of revenues.  Amortization of capitalized software development costs was $318,000 and $484,000 for the three months ended September 30, 2003 and 2004, respectively, and $888,000 and $1,662,000 for the nine months ended September 30, 2003 and 2004, respectively. For the nine months ended September 30, 2003 and 2004, the Company capitalized $772,000 and $1,578,000, respectively, of software development costs related to labor and consulting, and $70,000 and $1,139,000, respectively, of software development costs related to direct costs of materials. 

In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets,” when events or circumstances so indicate, the Company assesses the potential impairment of its long-lived assets based on anticipated undiscounted cash flows from the assets. Such events and circumstances include a sale of all or a significant part of the operations associated with the long-lived asset, or a significant decline in the operating performance of the asset. If an impairment is indicated, the amount of the impairment charge would be calculated by comparing the anticipated discounted future cash flows to the carrying value of the long-lived asset. At September 30, 2004, no impairment was indicated.

Research and Development Costs. All research and development costs have been expensed as incurred.

Stock-Based Compensation. In December 2002, SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” was issued. SFAS No. 148 amended SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amended the disclosure requirements of SFAS No. 123 related to the disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure provisions of SFAS No. 148 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated below.

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SFAS No. 123, as amended by SFAS No. 148, permits companies to (i) recognize as expense the fair value of stock-based awards, or (ii) continue to apply the provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations, and provide pro forma net income and earnings per share disclosures for employee stock option grants as if the fair value based method defined in SFAS No. 123 had been applied. The Company continues to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosures in accordance with the provisions of SFAS Nos. 123 and 148. Under APB Opinion No. 25, the Company has not recorded any stock-based employee compensation cost associated with the Company’s stock option plans, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to its stock option plans (in thousands, except per share amounts):

		Three Months Ended September 30,						Nine Months Ended September 30,
		2003			2004			2003			2004
Net income, as reported		$	3,873		$	7,360		$	9,097		$	22,760
Deduct: Net stock-based employee compensation expense
	determined under fair value based method, net of related
	tax effects		(480	)		(704	)		(1,521	)		(2,619	)
Pro forma net income		$	3,393		$	6,656		$	7,576		$	20,141
Earnings per share:
	Basic – as reported	$	0.08		$	0.14		$	0.19		$	0.44
	Basic – pro forma	$	0.07		$	0.13		$	0.15		$	0.39
	Diluted – as reported	$	0.07		$	0.13		$	0.17		$	0.41
	Diluted – pro forma	$	0.06		$	0.12		$	0.14		$	0.36

Pro forma net income reflects only options granted through September 30, 2004 and, therefore, may not be representative of the effect for future periods.

Stock Splits. On May 29, 2003, the Company effected a 2-for-1 split of its common stock. On November 26, 2003 and May 27, 2004, the Company effected 3-for-2 splits of its common stock. All share and per share data have been restated to reflect these splits of the Company’s common stock as if the stock splits had occurred as of December 31, 2002.

Note 3.      Investment Impairment Charge – Non-Marketable Securities

At September 30, 2004, investments in non-marketable securities consist of an investment in Essential Group, Inc. (formerly AmericasDoctor, Inc.), which is accounted for under the cost method in accordance with APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” During 2001, in accordance with APB Opinion No. 18, management determined that a decrease in value of the investment occurred which was deemed to be other than temporary, and the cost basis of the investment was written down from $2,300,000 to $509,000. For the three and nine months ended September 30, 2003 and 2004, no additional investment impairment charge was required.

The Company will continue to assess the fair value of this investment and whether or not any decline in fair value below the current cost basis is deemed to be other than temporary. If a decline in the fair value of this investment is judged to be other than temporary, the cost basis of this investment would be written down to fair value and the amount of the write-down would be included in the Company’s results.

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Note 4.      Net Income per Common Share

The Company follows SFAS No. 128, “Earnings per Share.” This statement requires the presentation of basic and diluted earnings per share. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the dilutive effect of common stock equivalents, which consist of stock options. The dilutive effect is calculated using the treasury stock method.

The tables below set forth the reconciliation of the numerators and denominators of the basic and diluted net income per share computations (in thousands, except per share amounts):

Three Months Ended September 30,
2003		Net Income	Shares		Per Share Amount
Basic net income	$	3,873	49,823	$	0.08
Effect of dilutive shares		—	4,946		(0.01	)
Diluted net income	$	3,873	54,769	$	0.07
2004
Basic net income	$	7,360	51,951	$	0.14
Effect of dilutive shares		—	3,522		(0.01	)
Diluted net income	$	7,360	55,473	$	0.13

Nine Months Ended September 30,
2003		Net Income	Shares		Per Share Amount
Basic net income	$	9,097	49,109	$	0.19
Effect of dilutive shares		—	4,536		(0.02	)
Diluted net income	$	9,097	53,645	$	0.17
2004
Basic net income	$	22,760	51,488	$	0.44
Effect of dilutive shares		—	3,996		(0.03	)
Diluted net income	$	22,760	55,483	$	0.41

Options to purchase 6,868,519 shares of common stock were outstanding at September 30, 2003 and were included in the computation of diluted net income per share for the three and nine months ended September 30, 2003.

Options to purchase 4,894,937 shares of common stock were outstanding at September 30, 2004 and were included in the computation of diluted net income per share for the three and nine months ended September 30, 2004. Options to purchase 604,361 shares of common stock were outstanding at September 30, 2004 but were not included in the computation of diluted net income per share because the exercise prices were greater than the average market price of the Company’s common stock during the period.

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Note 5.      Comprehensive Income

The Company follows SFAS No. 130, “Reporting Comprehensive Income.” The Company’s comprehensive income includes net income and unrealized gains and losses from foreign currency translation as follows (in thousands):

		Three Months Ended September 30,				Nine Months Ended September 30,
		2003		2004		2003		2004
Net income		$	3,873	$	7,360	$	9,097	$	22,760
Other comprehensive income:
	Currency translation adjustment		146		18		297		89
Comprehensive income		$	4,019	$	7,378	$	9,394	$	22,849

Note 6. Recent Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” The requirements of FIN 46 for variable interest entities after January 31, 2003 were adopted on February 1, 2003. The adoption of FIN 46 did not have any impact on the Company’s consolidated financial statements. In December 2003, a modification of FIN 46 was issued (FIN 46R) which delayed the effective date until no later than fiscal periods ending after March 15, 2004 and provided additional technical clarifications to implementation issues. The Company currently does not have any variable interest entities as defined in FIN 46R.

Note 7. Operating Segments / Geographic Information

Since 2003, the Company has considered its operations to consist of one segment. The development of the one segment approach corresponds to the implementation of the Company’s refinement in strategic focus in late 2002, and represents management’s view of the Company’s operations.

The Company operates on a worldwide basis with two locations in the United States and one location in the United Kingdom, which are categorized below as North America and Europe, respectively. Revenues are allocated where the work is performed and not based upon the location of the client or the study.

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Geographic information is as follows:

	Three Months Ended September 30, 2003
	North America		Europe		Total
License revenues	$	2,259	$	254	$	2,513
Service revenues		11,274		3,677		14,951
Net revenues from external customers	$	13,533	$	3,931	$	17,464
Operating income	$	4,474	$	1,615	$	6,089
Long-lived assets	$	11,551	$	2,168	$	13,719
Identifiable assets	$	65,295	$	10,022	$	75,317

	Three Months Ended September 30, 2004
	North America		Europe		Total
License revenues	$	1,815	$	860	$	2,675
Service revenues		22,456		2,873		25,329
Net revenues from external customers	$	24,271	$	3,733	$	28,004
Operating income	$	11,874	$	737	$	12,611
Long-lived assets	$	15,401	$	6,828	$	22,229
Identifiable assets	$	124,383	$	9,423	$	133,806

	Nine Months Ended September 30, 2003
	North America		Europe		Total
License revenues	$	4,210	$	646	$	4,856
Service revenues		31,688		9,279		40,967
Net revenues from external customers	$	35,898	$	9,925	$	45,823
Operating income	$	10,354	$	3,916	$	14,270
Long-lived assets	$	11,551	$	2,168	$	13,719
Identifiable assets	$	65,295	$	10,022	$	75,317

	Nine Months Ended September 30, 2004
	North America		Europe		Total
License revenues	$	6,637	$	1,161	$	7,798
Service revenues		64,633		9,829		74,462
Net revenues from external customers	$	71,270	$	10,990	$	82,260
Operating income	$	36,029	$	2,142	$	38,171
Long-lived assets	$	15,401	$	6,828	$	22,229
Identifiable assets	$	124,383	$	9,423	$	133,806

Note 8. Subsequent Events

On October 20, 2004, the Company announced that its Board of Directors authorized the purchase of up to an additional 2 million shares, which extends the previously announced stock buy-back program to a total of 2.5 million shares. As of September 30, 2004, the Company had purchased 300,000 shares under the stock buy-back program.

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Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Forward-Looking Information

The following discussion and analysis should be read in conjunction with our financial statements and the related notes to the consolidated financial statements appearing elsewhere in this report. The following includes a number of forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to future events and financial performance. We use words such as anticipate, believe, expect, intend, and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to risks and uncertainties such as competitive factors, technology development, market demand and our ability to obtain new contracts and accurately estimate net revenues due to variability in size, scope and duration of projects, and internal issues of the sponsoring client. These and other risk factors have been further discussed in our Report on Form 10-K for the year ended December 31, 2003. Such risks and uncertainties could cause actual results to differ materially from historical results or future predictions. Further information on potential factors that could affect our financial results can be found throughout this Form 10-Q and our other reports filed with the Securities and Exchange Commission.

Overview

We provide technology and services that enable the pharmaceutical, biotechnology and medical device industries to collect, interpret and distribute cardiac safety and clinical data more efficiently. We are a market leader in providing centralized electrocardiographic services (Cardiac Safety services or EXPeRT® eECG services) and a leading provider of technology and services that streamline the clinical trials process by enabling our clients to evolve from traditional, paper-based methods to electronic processing using our Clinical Data Management products and services.

We were founded in 1977 to provide Cardiac Safety services to evaluate the safety of new drugs. In February 1997, we completed an initial public offering of our common stock. In October 1997, we acquired the assets and business of a provider of clinical data management technology and consulting services to the pharmaceutical, biotechnology and medical device industries. Since 2000, we have concentrated our products and services offerings on providing premier Cardiac Safety and Clinical Data Management services.

Our solutions improve the accuracy, timeliness and efficiency of trial set-up, data collection and interpretation and new drug, biologic and device application submission. We offer Cardiac Safety services, which are utilized by clinical trial sponsors and clinical research organizations during their conduct of clinical trials. Our services include comprehensive Thorough Phase I ECG studies and the Digital ECG Franchise program. The Digital ECG Franchise program offers a unique approach designed to address the growing capacity demands for eRT’s ECG services through partnerships with sponsors that desire dedicated resources within eRT to address specific levels of cardiac safety monitoring transactions. Additionally, we offer the licensing and/or hosting of our proprietary Clinical Data Management software products and the provision of maintenance and consulting services in support of our proprietary Clinical Data Management software products. We offer the following products and services on a global basis:

EXPeRT®. EXPeRT® Cardiac Safety services provide intelligent, workflow-enabled cardiac safety data collection, interpretation and distribution of electrocardiographic (ECG) data and images, as well as analysis and physician electrocardiographer interpretation of ECGs performed on research subjects in connection with our clients’ clinical trials. In addition, EXPeRT® Cardiac Safety services is also comprised of a workflow providing for the adjudication of machine derived measurements. Also included in EXPeRT® Cardiac Safety services is FDA XML delivery which provides for the delivery of ECGs, encapsulated in the now approved FDA XML schema standard, to Cardiac Safety customers.

eResNet™. The eResearch Network™ (eResNet) technology provides an integrated end-to-end clinical research solution that includes trials, data and safety management modules.

eDE™. eData Entry™ (eDE) technology provides a comprehensive electronic data capture (EDC) capability comprised of technology and consulting services formulated to deliver rapid time to benefit for electronic trial initiatives.

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eResCom™. eResearch Community™ (eResCom) is a central command and control portal that provides real-time information related to monitoring clinical trial activities, data quality and safety.

Project Assurance/ Implementation Assurance. We provide a full spectrum of consulting services for all of our products that augment the study management and implementation efforts of clients in support of their clinical research requirements.

Our license revenues consist of license fees for perpetual licenses and monthly and annual licenses. Our service revenues consist of Cardiac Safety services, technology consulting and training services and software maintenance services.

We recognize software revenues in accordance with Statement of Position 97-2, “Software Revenue Recognition,” as amended by Statement of Position 98-9. Accordingly, we recognize up-front license fee revenues under the residual method when a formal agreement exists, delivery of the software and related documentation has occurred, collectability is probable and the license fee is fixed or determinable. We recognize monthly and annual license fee revenues over the term of the arrangement. Hosting service fees are recognized evenly over the term of service. Cardiac Safety services revenues consist of fee for service revenues as well as revenues from the rental of cardiac safety equipment. Such revenues are recognized as the services are performed or over the rental period. We recognize revenues from software maintenance contracts on a straight-line basis over the term of the maintenance contract, which is typically twelve months. We provide consulting and training services on a time and materials basis and recognize revenues as we perform the services.

For arrangements with multiple deliverables where the fair value of each element is known, the revenue is allocated to each component based on the relative fair values of each element. For arrangements with multiple deliverables where the fair value of the undelivered element(s) is known but the fair value of one or more of the delivered elements is not known, revenue is allocated to each component of the arrangement using the residual value method. Under the residual method, the fair value of the undelivered elements is deferred, and the remaining amount of the arrangement fee is attributed to the delivered element(s). Fair values for undelivered elements are based primarily on stated renewal rates.

Cost of licenses consists primarily of application service provider (ASP) fees for those clients that choose hosting, the cost of producing compact disks and related documentation and royalties paid to third parties in connection with their contributions to our product development. Cost of services includes the cost of Cardiac Safety services and the cost of technology consulting, training and maintenance services. Cost of Cardiac Safety services consists primarily of direct costs related to our centralized Cardiac Safety services and includes wages, cardiac safety equipment rent and related supplies, depreciation, shipping expenses and other direct operating costs. Cost of technology consulting, training and maintenance services consists primarily of wages, fees paid to outside consultants and other direct operating costs related to our consulting and client support functions. Selling and marketing expenses consist primarily of wages and commissions paid to sales personnel, travel expenses and advertising and promotional expenditures. General and administrative expenses consist primarily of wages and direct costs for our finance, administrative, corporate information technology and executive management functions, in addition to professional service fees and corporate insurance. Research and development expenses consist primarily of wages paid to our product development staff, costs paid to outside consultants and direct costs associated with the development of our technology products.

We conduct our operations through offices in the United States and the United Kingdom (UK). Our international net revenues represented approximately 22% and 13% of total net revenues for the nine months ended September 30, 2003 and 2004, respectively. The decline in the percentage of UK revenues is due to our management assigning more studies to North America locations. Revenues are allocated to locations where the work is performed and not based upon the location of the client or the study.

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Results of Operations

The following table presents certain financial data as a percentage of total net revenues:

			Three Months Ended September 30,				Nine Months Ended September 30,
			2003		2004		2003		2004
Net revenues:
	Licenses		14.4	%	9.6	%	10.6	%	9.5	%
	Services		85.6	%	90.4	%	89.4	%	90.5	%
		Total net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Costs of revenues:
	Cost of licenses		1.1	%	0.6	%	1.1	%	0.6	%
	Cost of services		36.1	%	32.5	%	37.4	%	31.8	%
		Total costs of revenues	37.2	%	33.1	%	38.5	%	32.4	%
		Gross margin	62.8	%	66.9	%	61.5	%	67.6	%
Operating expenses:
	Selling and marketing		10.7	%	9.1	%	12.3	%	8.9	%
	General and administrative		10.4	%	9.1	%	10.7	%	8.6	%
	Research and development		6.8	%	3.7	%	7.4	%	3.7	%
		Total operating expenses	27.9	%	21.9	%	30.4	%	21.2	%
Operating income			34.9	%	45.0	%	31.1	%	46.4	%
Other income, net			0.5	%	0.9	%	0.5	%	0.5	%
Income before income taxes			35.4	%	45.9	%	31.6	%	46.9	%
Income tax provision			13.2	%	19.6	%	11.7	%	19.2	%
Net income			22.2	%	26.3	%	19.9	%	27.7	%

13

Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003.

The following table presents statements of operations with product line detail (in thousands):

			Three Months Ended September 30,
				2003		2004	Increase (Decrease)
Licenses:
		Net revenues	$	2,513	$	2,675	$	162		6.4	%
		Costs of revenues		185		163		(22	)	(11.9	%)
		Gross margin	$	2,328	$	2,512	$	184		7.9	%
Services:
	Cardiac Safety
		Net revenues	$	12,992	$	23,409	$	10,417		80.2	%
		Costs of revenues		5,263		8,219		2,956		56.2	%
		Gross margin	$	7,729	$	15,190	$	7,461		96.5	%
	Technology consulting and training
		Net revenues	$	997	$	810	$	(187	)	(18.8	%)
		Costs of revenues		769		599		(170	)	(22.1	%)
		Gross margin	$	228	$	211	$	(17	)	(7.5	%)
	Software maintenance
		Net revenues	$	962	$	1,110	$	148		15.4	%
		Costs of revenues		274		284		10		3.6	%
		Gross margin	$	688	$	826	$	138		20.1	%
	Total services
		Net revenues	$	14,951	$	25,329	$	10,378		69.4	%
		Costs of revenues		6,306		9,103		2,797		44.4	%
		Gross margin	$	8,645	$	16,226	$	7,581		87.7	%
Total:
		Net revenues	$	17,464	$	28,004	$	10,540		60.4	%
		Costs of revenues		6,491		9,266		2,775		42.8	%
		Gross margin		10,973		18,738		7,765		70.8	%
Operating expenses:
	Selling and marketing			1,870		2,534		664		35.5	%
	General and administrative			1,818		2,562		744		40.9	%
	Research and development			1,196		1,031		(165	)	(13.8	%)
Total operating expenses				4,884		6,127		1,243		25.5	%
Operating income				6,089		12,611		6,522		107.1	%
Other income, net				83		255		172		207.2	%
Income before income taxes				6,172		12,866		6,694		108.5	%
Income tax provision				2,299		5,506		3,207		139.5	%
Net income			$	3,873	$	7,360	$	3,487		90.0	%

14

The following table presents costs of revenues as a percentage of related net revenues and operating expenses as a percentage of total net revenues:

			Three Months Ended September 30,
			2003		2004		Increase (Decrease)
Cost of licenses			7.4	%	6.1	%	(1.3	%)
Cost of services:
	Cardiac Safety		40.5	%	35.1	%	(5.4	%)
	Technology consulting and training		77.1	%	74.0	%	(3.1	%)
	Software maintenance		28.5	%	25.6	%	(2.9	%)
		Total cost of services	42.2	%	35.9	%	(6.3	%)
Total costs of revenues			37.2	%	33.1	%	(4.1	%)
Operating expenses:
	Selling and marketing		10.7	%	9.1	%	(1.6	%)
	General and administrative		10.4	%	9.1	%	(1.3	%)
	Research and development		6.8	%	3.7	%	(3.1	%)

License revenues increased primarily due to software licensed on a monthly and annual basis with new clients.

The increase in Cardiac Safety service revenues was primarily due to increased volume of transactions performed with both new and existing clients, increased revenue from the rental of cardiac safety equipment, which our clients use to perform cardiac safety procedures, and increased project assurance fees. The increase in sales volume in the third quarter of 2004 was partially attributed to an increase in comprehensive Thorough Phase I studies. Thorough Phase I studies are typically large volume and of short duration, with ECGs performed over a two to six month period. As a result, revenues resulting from Thorough Phase I studies are more difficult to predict. In addition, we sold cardiac safety equipment to a client in the third quarter of 2004 and there was no comparable sale in 2003.

Technology consulting and training revenues decreased primarily due to a reduction in consulting on Clinical Data Management software products as there were several large consulting engagements in the third quarter of 2003 with nothing of a comparable size in 2004.

The increase in software maintenance service revenues was primarily due to maintenance revenues earned in the quarter for new perpetual licenses signed in 2004.

The decrease in the cost of licenses, both in absolute terms and as a percentage of net license revenues, was primarily due to a reduction in ASP hosting fees with a third-party service provider.

The increase in the cost of Cardiac Safety services was primarily due to an increase in labor, rental and depreciation costs and supplies associated with cardiac safety rental equipment, and increased facilities and other costs associated with expanding capabilities to meet the growth in Cardiac Safety service revenues. We also recognized costs related to the sale of cardiac safety equipment to a client in the third quarter of 2004 and there was no comparable sale in 2003. Additionally, amortization expense related to internal use software costs was $484,000 for the three months ended September 30, 2004 compared with $318,000 for the three months ended September 30, 2003. See “Liquidity and Capital Resources” for additional information related to internal use software. The decrease in the cost of Cardiac Safety services as a percentage of Cardiac Safety service revenues was primarily due to the fact that some of the costs do not necessarily increase or decrease in direct relation with changes in revenue.

The decrease in the cost of technology consulting and training, both in absolute terms and as a percentage of total net revenues, was primarily due to a reduction in third-party consulting costs which is partially attributable to the decrease in related revenue.

15

The increase in selling and marketing expenses was primarily due to increases in commissions that resulted from the increase in commissionable revenue and higher labor costs due to new hires. The decrease in selling and marketing expenses as a percentage of total net revenues was primarily due to the fact that selling and marketing expenses are discretionary in nature and can be increased or decreased as deemed necessary by management and do not necessarily increase or decrease with changes in revenues.

The increase in general and administrative expenses was due primarily to the cost of consultants assisting with internal control work required by the Sarbanes-Oxley Act, higher labor costs due to new hires and increases in non-income based taxes, depreciation and telecommunications charges. The decrease in general and administrative expenses as a percentage of total net revenues was primarily due to the fact that many of the general and administrative expenses are fixed in nature.

The decrease in research and development expenses, both in absolute terms and as a percentage of total net revenues, was due primarily to a reduction in labor costs resulting from a decrease in allocated administrative costs and the capitalization of expenses related to internal use software development. Additionally, research and development expenses as a percentage of net revenues decreased due to the fact that many of the research and development expenses do not necessarily increase or decrease with changes in revenues.

Other income, net, consisted primarily of interest income realized from our cash, cash equivalents and short-term investments, net of interest expense related to capital lease obligations. The primary reason for the increase in 2004 was higher balances of cash, cash equivalents and short-term investments in 2004 as well as a shift to higher yielding money market investments and a decrease in interest expense in 2004 related to capital leases.

Our effective tax rate was 37.3% and 42.8% for the three months ended September 30, 2003 and 2004, respectively. The 2004 tax rate increased primarily due to increased income before taxes with relatively static offsets such as tax credits for research and development. As income increased, the impact of these tax offsets has decreased as a percentage of income before income taxes, and as a result, the effective tax rate has increased. Additionally, as a percentage of total company operating income, the operating income generated in the United States has increased which results in higher taxes as the blended federal, state and local tax rate is higher than the UK tax rate.

16

Nine months Ended September 30, 2004 Compared to Nine months Ended September 30, 2003.

The following table presents statements of operations with product line detail (in thousands):

				Nine Months Ended September 30,
					2003		2004		Increase (Decrease)
Licenses:
		Net revenues		$	4,856	$	7,798		$	2,942		60.6	%
		Costs of revenues			517		516			(1	)	(0.2	%)
		Gross margin		$	4,339	$	7,282		$	2,943		67.8	%
Services:
	Cardiac Safety
		Net revenues		$	35,264	$	68,597		$	33,333		94.5	%
		Costs of revenues			14,243		23,147			8,904		62.5	%
		Gross margin		$	21,021	$	45,450		$	24,429		116.2	%
	Technology consulting and training
		Net revenues		$	2,759	$	2,564		$	(195	)	(7.1	%)
		Costs of revenues			2,081		2,105			24		1.2	%
		Gross margin		$	678	$	459		$	(219	)	(32.3	%)
	Software maintenance
			Net revenues	$	2,944	$	3,301		$	357		12.1	%
			Costs of revenues		799		862			63		7.9	%
			Gross margin	$	2,145	$	2,439		$	294		13.7	%
	Total services
			Net revenues	$	40,967	$	74,462		$	33,495		81.8	%
			Costs of revenues		17,123		26,114			8,991		52.5	%
			Gross margin	$	23,844	$	48,348		$	24,504		102.8	%
Total
			Net revenues	$	45,823	$	82,260		$	36,437		79.5	%
			Costs of revenues		17,640		26,630			8,990		51.0	%
			Gross margin		28,183		55,630			27,447		97.4	%
Operating expenses:
	Selling and marketing				5,617		7,351			1,734		30.9	%
	General and administrative				4,896		7,062			2,166		44.2	%
	Research and development				3,400		3,046			(354	)	(10.4	%)
Total operating expenses					13,913		17,459			3,546		25.5	%
Operating income					14,270		38,171			23,901		167.5	%
Other income, net					227		447			220		96.9	%
Income before income taxes					14,497		38,618			24,121		166.4	%
Income tax provision					5,400		15,858			10,458		193.7	%
Net income				$	9,097	$	22,760	$		13,663		150.2	%

17

The following table presents costs of revenues as a percentage of related net revenues and operating expenses as a percentage of total net revenues:

			Nine Months Ended September 30,
			2003		2004		Increase (Decrease)
Cost of licenses			10.6	%	6.6	%	(4.0	%)
Cost of services:
	Cardiac Safety		40.4	%	33.7	%	(6.7	%)
	Technology consulting and training		75.4	%	82.1	%	6.7	%
	Software maintenance		27.1	%	26.1	%	(1.0	%)
		Total cost of services	41.8	%	35.1	%	(6.7	%)
Total costs of revenues			38.5	%	32.4	%	(6.1	%)
Operating expenses:
	Selling and marketing		12.3	%	8.9	%	(3.4	%)
	General and administrative		10.7	%	8.6	%	(2.1	%)
	Research and development		7.4	%	3.7	%	(3.7	%)

License revenues included an increase in revenue from the sale of perpetual licenses of $2.2 million primarily due to the fact that two of the perpetual licenses sold in 2004 generated license revenues substantially in excess of any of the perpetual licenses sold in 2003. Additionally, there was an increase of approximately $700,000 in revenues for the nine months ended September 30, 2004 versus the nine months ended September 30, 2003 for software licensed on a monthly and annual basis with new clients.

The increase in Cardiac Safety service revenues was primarily due to increased volume of transactions performed with both new and existing clients and increased revenue from the rental of cardiac safety equipment, which our clients use to perform cardiac safety procedures. Additionally, the average revenue per transaction has increased with a continuation of the shift to digital ECG processing and the implementation of project assurance fees. The increase in sales volume in 2004 was partially attributed to an increase in comprehensive Thorough Phase I studies. Thorough Phase I studies are typically large volume and of short duration, with ECGs performed over a two to six month period. As a result, revenues resulting from Thorough Phase I studies are more difficult to predict. In addition, we sold cardiac safety equipment to a client in the third quarter of 2004 and there was no comparable sale in 2003.

Technology consulting and training revenues decreased primarily due to a reduction in consulting on Clinical Data Management software products as there were several large consulting engagements in the third quarter of 2003 with nothing of a comparable size in 2004.

The increase in software maintenance service revenues was primarily due to maintenance revenues earned in the nine months ended September 2004 for the new perpetual licenses sold since September 30, 2003.

The increase in the cost of Cardiac Safety services was primarily due to an increase in labor, rental and depreciation costs and supplies associated with cardiac safety rental equipment, and increased facilities and other costs associated with expanding capabilities to meet the growth in Cardiac Safety service revenues. Additionally, amortization expense related to internal use software costs was $1.7 million for the nine months ended September 30, 2004 compared with $888,000 for the nine months ended September 30, 2003. See “Liquidity and Capital Resources” for additional information related to internal use software. The decrease in the cost of Cardiac Safety services as a percentage of Cardiac Safety service revenues was primarily due to the fact that some of the costs do not necessarily increase or decrease in direct relation with changes in revenue.

The increase in the cost of technology consulting and training services, both in absolute terms and as a percentage of technology consulting and training service revenues, was due primarily to increased UK payroll taxes related to the exercise of stock options as well as increased incentive compensation due to improved company-wide performance in the nine months ended September 30, 2004 versus the nine months ended September 30, 2003.

18

The increase in the cost of software maintenance services was due primarily to increased labor costs due to salary and benefit cost increases. The decrease in cost of software maintenance services as a percentage of software maintenance services revenues was primarily due to the fact that some of the costs do not necessarily increase or decrease in direct relation with changes in revenue.

The increase in selling and marketing expenses was primarily due to increases in commissions that resulted from the increase in commissionable revenue, higher labor costs due to new hires, increased travel and entertainment and third-party consulting costs. These increased costs were partially offset by the savings resulting from not holding the users conference in 2004. The decrease in selling and marketing expenses as a percentage of total net revenues was primarily due to the fact that selling and marketing expenses are discretionary in nature and can be increased or decreased as deemed necessary by management and do not necessarily increase or decrease with changes in revenues.

The increase in general and administrative expenses was due primarily to consultants assisting with internal control work required by the Sarbanes-Oxley Act, increased legal fees, higher labor costs due to new hires, an increase in incentive compensation as a result of improved performance, non-income based taxes, depreciation, telecommunications, provision for uncollectable accounts and insurance costs. These increases were partially offset by a planned reduction in public relations expenses. The decrease in general and administrative expenses as a percentage of total net revenues was primarily due to the fact that many of the general and administrative expenses are fixed in nature.

The decrease in research and development expenses, both in absolute terms and as a percentage of total net revenues, was due primarily to a reduction in labor costs resulting from a decrease in allocated administrative costs and the capitalization of expenditures related to internal use software development. Additionally, research and development expenses as a percentage of net revenues decreased due to the fact that many of the research and development expenses do not necessarily increase or decrease with changes in revenues.

Other income, net, consisted primarily of interest income realized from our cash, cash equivalents and short-term investments, net of interest expense related to capital lease obligations. The primary reason for the increase in 2004 was higher balances of cash, cash equivalents and short-term investments in 2004 and a decrease in interest expense in 2004 related to capital leases.

Our effective tax rate was 37.3% and 41.1% for the nine months ended September 30, 2003 and 2004, respectively. The 2004 tax rate increased primarily due to increased income before taxes with relatively static offsets such as tax credits for research and development. As income increased, the impact of these tax offsets has decreased as a percentage of income before income taxes, and as a result, the effective tax rate has increased. Additionally, as a percentage of total company operating income, the operating income generated in the United States has increased which results in higher taxes as the blended federal, state and local tax rate is higher than the UK tax rate.

Liquidity and Capital Resources

At September 30, 2004, we had $60.0 million of cash and cash equivalents and $22.9 million invested in short-term investments. We generally place our investments in money market funds, municipal securities, bonds of government sponsored agencies and A1P1 rated commercial bonds and paper.

For the nine months ended September 30, 2004, our operations provided cash of $47.0 million compared to $16.4 million for the nine months ended September 30, 2003. The change was primarily the result of improved income before depreciation and amortization, income tax benefits related to the exercise of stock options and increased deferred revenues, which represent advanced payments from the Digital ECG Franchise program and other contracts, during the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003. This change was partially offset by an increase in accounts receivable and prepaid expenses and other.

For the nine months ended September 30, 2004, our investing activities used cash of $21.4 million compared to $8.3 million used for the nine months ended September 30, 2003. The primary cause of the change is the purchases of short-term investments, which totaled $21.1 million for the nine months ended September 30, 2004 compared to $8.1 million for the nine months ended September 30, 2003, partially offset by an increase in the proceeds from sales of short-term investments. We capitalized $12.0 million of expenditures for property and equipment during the nine months ended September 30, 2004, compared to $4.6 million during the nine months ended September 30, 2003. The increase was primarily the result of increased purchases of cardiac safety rental equipment and related computer equipment during the nine months ended September 30, 2004. This equipment was used to support the increased Cardiac Safety activity and contributed significantly to the increase in revenues during the nine months ended September 30, 2004.

19

Included in property and equipment is internal use software associated with the development of a data and communications management services software product (EXPeRT®) used in connection with our centralized core cardiac safety electrocardiographic services. We capitalize certain internal use software costs in accordance with Statement of Position No. 98-1. The amortization is charged to the cost of Cardiac Safety services beginning at the time the software is ready for its intended use. The initial development costs of EXPeRT® were for the basic functionality required for this product. Additional development costs of EXPeRT® were incurred to develop new functionalities and enhancements. We started a new internal use software project for a machine generated Interval Duration Measurements (IDM) software product in the second quarter of 2003. We also began capitalizing costs associated with an upgrade to EXPeRT® beginning in the fourth quarter of 2003.

In mid-August of 2004, we revised our estimated timing for the completion of the upgrade to EXPeRT®. We now expect to continue the development of the upgrade to EXPeRT® through approximately the fourth quarter of 2005 as opposed to the first quarter as we previously had estimated. At this time, we expect to begin amortizing these costs during 2006. As this upgrade will replace many parts of the existing EXPeRT® product we previously had accelerated the amortization of previously capitalized labor and consulting costs to fully amortize the associated costs of the existing EXPeRT® product by the end of the first quarter of 2005, which increased monthly amortization expense by $76,000 beginning in the fourth quarter of 2003. Beginning in mid-August of 2004, we revised the amortization period for previously capitalized labor and consulting costs to fully amortize the associated costs of the existing EXPeRT® product by the end of the fourth quarter of 2005, which decreased monthly amortization expense by $76,000 beginning in mid-August 2004. The start date is estimated and could be extended, which would result in a decrease in the monthly amortization.

The following table presents the internal use software costs and related amortization as of September 30, 2004 (in thousands):

		Amortization Start Date	Labor and Consulting		Related Direct Costs of Materials		Total Capitalized Costs		Monthly Amortization		Accumulated Amortization
EXPeRT
	Initial costs	August 2002	$	2,618	$	1,413	$	4,031	$	81	$	2,687
	Additional costs	April 2003		1,003		50		1,053		25		693
Machine generated IDM software product
	Initial costs	February 2004		449		361		810		17		136
	Enhancements	October 2004		380		—		380		—		—
Upgrade to EXPeRT		January 2006 (estimated)		1,631		1,139		2,770		—		—
	Total		$	6,081	$	2,963	$	9,044	$	123	$	3,516

For the nine months ended September 30, 2004, our financing activities used cash of $4.0 million compared to cash provided of $2.7 million for the nine months ended September 30, 2003. The change was primarily the result of the purchase of 300,000 shares of our stock under a stock buyback program for $6.6 million, partially offset by proceeds received from the exercise of stock options. See Part II Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” for further information regarding the stock buy-back program.

We have a line of credit arrangement with Wachovia Bank, National Association totaling $3.0 million. For the three months ended September 30, 2004, we had no outstanding borrowings under the line.

We expect that existing cash and cash equivalents, short-term investments, cash flows from operations and available borrowings under our line of credit will be sufficient to meet our foreseeable cash needs for at least the next year. However, there may be acquisition and other growth opportunities that require additional external financing and we may from time to time seek to obtain additional funds from the public or private issuances of equity or debt securities. There can be no assurance that any such acquisitions will occur or that such financings will be available or available on terms acceptable to us.

20

Inflation

We believe the effects of inflation and changing prices generally do not have a material adverse effect on our results of operations or financial condition.

Item 3.      Quantitative and Qualitative Disclosures About Market Risk

Our primary financial market risks include fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

We generally place our investments in money market funds, municipal securities, bonds of government sponsored agencies and A1P1 rated commercial bonds and paper. We actively manage our portfolio of cash equivalents and short-term investments, but in order to ensure liquidity, will only invest in instruments with high credit quality where a secondary market exists. We have not held and do not hold any derivatives related to our interest rate exposure. Due to the average maturity and conservative nature of our investment portfolio, a sudden change in interest rates would not have a material effect on the value of the portfolio. Management estimates that had the average yield of our investments, including our cash and cash equivalents, decreased by 100 basis points, our interest income for the nine months ended September 30, 2004 would have decreased by less than $525,000. This estimate assumes that the decrease occurred on the first day of 2004 and reduced the yield of each investment by 100 basis points. The impact on our future interest income of future changes in investment yields will depend largely on the gross amount of our cash, cash equivalents and short-term investments. See “Liquidity and Capital Resources” within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Foreign Currency Risk

We operate on a global basis from locations in the United States and the United Kingdom. All international net revenues are billed and expenses incurred in either U.S. dollars or pounds sterling. As such, we face exposure to adverse movements in the exchange rate of the pound sterling. As the exchange rate changes, translation of the statement of operations of our UK subsidiary from the local currency to U.S. dollars affects year-to-year comparability of operating results. We do not hedge translation risks.

Management estimates that a 10% change in the exchange rate of the pound sterling would have impacted the reported operating income for the nine months ended September 30, 2004 by less than $200,000.

Item 4.       Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, as of September 30, 2004.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by our Company (including our consolidated subsidiaries) in our periodic filings with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms.  There has been no change in our internal control over financial reporting during the quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We announced on April 21, 2004 that our Board of Directors authorized a common stock buyback program of up to 500,000 shares with no expiration date. The following table provides information regarding the stock buy-back activity during the third quarter of 2004:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31	200,000	$	23.05	200,000	300,000
August 1 through August 31	100,000	$	19.62	100,000	200,000
September 1 through September 30	—	$	—	—	200,000
Total	300,000	$	21.91	300,000	200,000

Item 6. Exhibits

3.1	Restated Certificate of Incorporation, as amended
10.39	Amendment to Management Employment Agreement effective August 16, 2004 between Joseph Esposito and the Company
10.41	Amendment to Management Employment Agreement effective August 16, 2004 between Joel Morganroth, M.D. and the Company
10.43	Management Employment Agreement effective August 20, 2004 between Bruce Johnson and the Company
10.44	Management Employment Agreement effective August 20, 2004 between Jeffrey Litwin and the Company
10.45	Management Employment Agreement effective August 20, 2004 between Vincent Renz and the Company
10.46	Management Employment Agreement effective August 20, 2004 between Scott Grisanti and the Company
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code
32.2	Statement of Chief Financial Officer Pursuant to Section 1350 of Title 18 of the United States Code

22

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			eResearchTechnology, Inc. (Registrant)
Date:	November 4, 2004	By:	Joseph A. Esposito
			Joseph A. Esposito President and Chief Executive Officer,      Director (Principal executive officer)

Date:	November 4, 2004	By:	Bruce Johnson
			Bruce Johnson Senior Vice President and Chief Financial      Officer  (Principal financial and accounting officer)

23

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1	Restated Certificate of Incorporation, as amended
10.39	Amendment to Management Employment Agreement effective August 16, 2004 between Joseph Esposito and the Company
10.41	Amendment to Management Employment Agreement effective August 16, 2004 between Joel Morganroth, M.D. and the Company
10.43	Management Employment Agreement effective August 20, 2004 between Bruce Johnson and the Company
10.44	Management Employment Agreement effective August 20, 2004 between Jeffrey Litwin and the Company
10.45	Management Employment Agreement effective August 20, 2004 between Vincent Renz and the Company
10.46	Management Employment Agreement effective August 20, 2004 between Scott Grisanti and the Company
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code
32.2	Statement of Chief Financial Officer Pursuant to Section 1350 of Title 18 of the United States Code

24

EX-3

                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        PREMIER RESEARCH WORLDWIDE, LTD.

         Premier Research Worldwide, Ltd., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

         FIRST: that (i) the name of the corporation is PREMIER RESEARCH
WORLDWIDE, LTD., formerly known as Research Data Worldwide, Ltd. which was
formerly known as Research Data Corporation, which is the name under which the
corporation was originally incorporated, and (ii) the date of filing its
original Certificate of Incorporation with the Secretary of State was August 19,
1993.

         SECOND: that this Restated Certificate of Incorporation was duly
adopted by the Corporation's stockholders in accordance with the provisions of
Section 245 of the General Corporation Law of Delaware.

         THIRD: that the text of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:


                                    ARTICLE I

         The name of the Corporation is PREMIER RESEARCH WORLDWIDE, LTD.


                                   ARTICLE II

         The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such registered office is The
Corporation Trust Company.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

         The aggregate number of shares which the corporation shall have
authority to issue is 15,500,000, by classes and par value of shares as follows:

                                                  Par Value
                Class          No. of Shares      Per Share
                -----          -------------      ---------
                Common          15,000,000         $ 0.01
                Preferred          500,000         $10.00

The relative rights, preferences and limitations of the shares of each class are
as follows:







         Preferred. The Board of Directors is authorized to adopt by resolution
at any time, or from time to time, amendments to the Certificate of
Incorporation in respect of any unissued and/or treasury shares of preferred
stock, and thereby to fix or change the division of shares of the preferred
stock into classes and/or into series within any class or classes, and the
determination of the relative rights, preferences and limitations of the shares
of any class or series. The authority of the Board with respect to each class or
series of preferred stock shall include, but not be limited to, determination of
the following:

         (a) The number of shares constituting that class or series and the
distinctive designation of that class or series;

         (b) The dividend rate on the shares of that class or series, whether
dividends shall be cumulative, and, if so, from which date or dates;

         (c) Whether that class or series shall have voting rights, in addition
to any voting rights provided by law, and, if so, the terms of such voting
rights;

         (d) Whether that class or series shall have conversion privileges and,
if so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;

         (e) Whether or not the shares of that class or series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions;

         (f) The rights of the shares of that class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and

         (g) Any other relative rights, preferences and limitations of that
class or series as may be permitted or required by law.

         Common. Each share of common stock shall be entitled to one vote on all
matters submitted to a vote of stockholders. The common stockholders shall be
entitled to such dividends as may be declared by the Board of Directors from
time to time, provided that required dividends, if any, on the preferred stock
have been paid or provided for. In the event of the liquidation, dissolution, or
winding up, whether voluntary or involuntary, of the Corporation, the assets and
funds of the Corporation available for distribution to stockholders, and
remaining after the payment to holders of preferred stock of the amounts to
which they are entitled, shall be divided and paid to the holders of the common
stock according to their respective shares.


                                    ARTICLE V

         (a) The number of directors which shall constitute the whole Board of
Directors shall be not less than two nor more than fifteen. The exact number of
directors within such maximum and minimum shall be determined by resolution duly
adopted by the Board of Directors by a majority vote of the whole Board.






         (b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors constituting the
whole Board permits. At the meeting of stockholders, or by written consent in
lieu of such meeting, at or by which this Restated Certificate of Incorporation
is adopted, directors of the first class shall be elected to hold office for a
term expiring at the next ensuing annual meeting, directors of the second class
shall be elected to hold office for a term expiring at the second ensuing annual
meeting, and directors of the third class shall be elected to hold office for a
term expiring at the third ensuing annual meeting. At each annual meeting of
stockholders following such initial classification and election, directors in
numbers equal to the number of the class whose terms expire at the time of such
meeting shall he elected to hold office until the second succeeding annual
meeting of stockholders. Each director shall hold office until his successor is
elected and qualified, or until his earlier resignation or removal.

         (c) Newly created directorships resulting from any increase in the
authorized number of directors and any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the whole Board,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which they have been
elected expires.

         (d) Any directors elected pursuant to any special voting rights of one
or more series of preferred stock shall be excluded from, and for no purpose be
counted in, the scope and operation of the foregoing provisions of this Article
V.

         (e) Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this certificate of
incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of seventy percent (70%) or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) shall he required to amend, alter,
change or repeal this Article V.


                                   ARTICLE VI

         1. (A) In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in
paragraph 2 of this Article VI:

                (i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as
hereinafter defined) or (b) any other corporation (whether or not itself an
Interested Stockholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

                (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions), to or with
any Interested Stockholder or any Affiliate of any Interested Stockholder, of
any assets of the Corporation or any Subsidiary having an aggregate Fair Market
Value (as hereinafter defined) of $1,000,000 or more; or

                (iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any securities of
the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate
of any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more; or







                (iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or

                (v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of any
Interested Stockholder; shall require the affirmative vote of the holders of at
least eighty percent (80%) of the then outstanding shares of each class of the
capital stock of the Corporation (the "Voting Stock"). Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise. Notwithstanding any other provision
of this certificate of incorporation to the contrary, for purposes of this
Article VI, each share of the Voting Stock shall have one vote.

            (B) The term "Business Combination" as used in this Article VI shall
mean any transaction which is referred to in any one or more of clauses (i)
through (v) of sub-paragraph (A) of this paragraph 1.

         2. The provisions of paragraph 1 of this Article VI shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this certificate of incorporation, if all of the conditions
specified in either of the following sub-paragraphs (A) and (B) are met:

            (A) The Business Combination shall have been approved by a majority
of the Continuing Directors (as hereinafter defined); provided, however, that
such approval shall only be effective if obtained at a meeting at which a
Continuing Director Quorum (as hereinafter defined) is present.

            (B) All of the following conditions shall have been met:

                (i) The aggregate amount of (x) cash and (y) Fair Market Value
as of the date of the consummation of the Business Combination of consideration
other than cash, to be received per share by holders of each class of the
Corporation's capital stock in such Business Combination shall be at least equal
to the highest amount determined under sub-clauses (a), (b) and (c) below:

                    (a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any share of such class acquired by it (1) within
the two-year period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;

                    (b) the Fair Market Value per Share of such class on the
Announcement Date or on the date on which the Interested Stockholder became an
Interested Stockholder (such latter date is referred to in this Article VI as
the "Determination Date"), whichever is higher; and






                    (c) (if applicable) the highest preferential amount per
share to which the holders of shares of such class would be entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, regardless of whether the Business Combination
to be consummated constitutes such an event.

                (ii) The consideration to be received by holders of a particular
class of outstanding Voting Stock shall be in cash or in the same form as the
Interested Stockholder has previously paid for shares of such class of Voting
Stock. If the Interested Stockholder has paid for shares of any class of Voting
Stock with varying forms of consideration, the form of consideration for such
class of Voting Stock shall be either cash or the form used to acquire the
largest number of shares of such class of Voting Stock previously acquired by
it. If the Interested Shareholder shall not have previously acquired shares of a
particular class, the form of consideration to be received by holders of such
class shall be cash.

                (iii) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the benefit,
directly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.

                (iv) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to public
stockholders of the Corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).

         3. For the purposes of this Article VI:

            (A) The term "Person" shall mean any individual, firm, corporation
or other entity.

            (B) The term "Interested Stockholder" shall mean any person (other
than the Corporation or any Subsidiary and other than any profit-sharing,
employee stock ownership or other employee benefit plan of the Corporation or
any Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity) who or which:

                (i) is the beneficial owner (as hereinafter defined) of more
than twenty percent (20%) of the Voting Stock; or

                (ii) is an Affiliate (as hereinafter defined) of the Corporation
and at any time within the two-year period immediately prior to the date in
question was the beneficial owner of twenty percent (20%) or more of the Voting
Stock; or

                (iii) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the two-year period immediately
prior to the date in question beneficially owned by any Interested Stockholder,
if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933;






provided, that no person which prior to October 24, 1996 came within the
definition set forth in this sub-paragraph (B), nor any present or future
Affiliate of such a person, shall be considered an Interested Stockholder.

            (C) A person shall be a "beneficial owner" of any Voting Stock:

                (i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or

                (ii) which such person or any of its Affiliates or Associates
has, directly or indirectly (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or understanding; or

                (iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.

            (D) For the purposes of determining whether a person is an
Interested Stockholder pursuant to sub-paragraph (B) of this paragraph 3, the
number of shares of Voting Stock deemed to be outstanding shall include shares
deemed owned through application of subparagraph (C) of this paragraph 3 but
shall not include any other shares of Voting Stock which may be issuable
pursuant to any agreement, arrangement or understanding or upon exercise of
conversion rights, warrants or options, or otherwise.

            (E) The terms "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on October
24, 1996.

            (F) The term "Subsidiary" means any corporation of which a majority
of any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in subparagraph (B) of this paragraph 3, the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the Corporation.

            (G) The term "Continuing Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with the Interested Stockholder
and was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder, and any successor of a Continuing Director who
is unaffiliated with the Interested Stockholder and is recommended or elected to
succeed a Continuing Director by a majority of Continuing Directors, provided
that such recommendation or election shall only be effective if made at a
meeting at which a Continuing Director Quorum is present.

            (H) The term "Continuing Director Quorum" means three Continuing
Directors capable of exercising the powers conferred upon them under the
provisions of the Certificate of Incorporation or By-Laws of the Corporation or
by law.







            (I) The term "Fair Market Value" means: (i) in the case of stock,
the highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by the
Board in good faith; and (ii) in the case of property other than cash or stock,
the fair market value of such property on the date in question as determined in
good faith by a majority of Continuing Directors, provided that such
determination shall only be effective if made at a meeting at which a Continuing
Director Quorum is present.

                (i) In the event of any Business Combination in which the
Corporation survives, the phrase "other consideration to be received" as used in
sub-paragraphs (B)(i) and (ii) of paragraph 2 of this Article VI shall include
the shares of Common Stock and/or the shares of any other class of Voting Stock
retained by the holders of such shares.

         4. The Board of Directors shall have discretion to interpret the
meaning of the provisions of this Article VI, and their applicability with
respect to various factual situations, and the determinations of the Board in
such regard shall be conclusive and binding.

         5. Nothing contained in this Article VI shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

         6. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this certificate of
incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of eighty percent (80%) or more of the outstanding shares of each class
of Voting Stock shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article VI.


                                   ARTICLE VII

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or modification of
this Article VII shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
The liability of a director of the Corporation shall be further eliminated or
limited to the fullest extent allowable under Delaware Law, as it may in the
future be amended.







                                  ARTICLE VIII

         In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to adopt,
amend and repeal from time to time by-laws of the Corporation.

         IN WITNESS WHEREOF, said PREMIER RESEARCH WORLDWIDE, LTD. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Joan Carter, its Chairman of the Board, and attested by James H. Carll, its
Assistant Secretary, this 18th day of November, 1996.

                                          PREMIER RESEARCH WORLDWIDE, LTD.

                                          By: /s/ Joan Carter
                                              ----------------------------------
                                              Joan Carter, Chairman of the Board
[Corporate Seal]

Attest:

By: /s/ James H. Carll
    -------------------------
    James H. Carll,
    Assistant Secretary








                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                        PREMIER RESEARCH WORLDWIDE, LTD.



TO:      THE SECRETARY OF STATE
         STATE OF DELAWARE

         Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, this Certificate of Amendment is being filed in order to amend
the Certificate of Incorporation of Premier Research Worldwide, Ltd., a Delaware
corporation, as set forth below:

         I. The name of the corporation is Premier Research Worldwide, Ltd.

         II. Article I of the Certificate of Incorporation is amended to read in
its entirety as follows:

                    The name of the Corporation is PRWW, Ltd.

         III. The amendment was approved and adopted at the Annual Meeting of
Shareholders of the Corporation duly held on April 17, 2000.

         IV. The number of shares outstanding, the class of such shares, the
number of shares entitled to vote on the amendment, and the number of shares
voted for and against such amendment are as follows:

         Number of               Number of
         Shares                  Shares                                  Voted
         Outstanding   Class     Entitled To Vote        Voted For       Against

         6,952,297     Common    6,952,297               5,840,978        4,754

         V. This amendment has been duly adopted in accordance with Section 242
of the Delaware General Corporation Law.

         VI. The amendment shall be effective upon the close of business on
April 20, 2000.

DATED: April 17, 2000             PREMIER RESEARCH WORLDWIDE, LTD.

                                   By:  /s/ Joel Morganroth, MD
                                        -------------------------
                                        Joel Morganroth, M.D.,
                                        Chairman and Chief Executive Officer










                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   PRWW, LTD.




TO:      THE SECRETARY OF STATE
         STATE OF DELAWARE

         Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, this Certificate of Amendment is being filed in order to amend
the Certificate of Incorporation of PRWW, LTD., a Delaware corporation, as set
forth below:

         I. The name of the corporation is PRWW, LTD.

         II. The Certificate of Incorporation is hereby amended as follows:

                  (a) Article I of the Certificate of Incorporation is amended
to read in its entirety as follows:

                      The name of the Corporation is eResearchTechnology, Inc.


         III. The amendment was approved and adopted at the Annual Meeting of
Shareholders of the Corporation duly held on April 24, 2001.

         IV. The number of shares outstanding, the class of such shares, the
number of shares entitled to vote on the amendment, and the number of shares
voted for and against such amendment are as follows:


          Number of Shares
          Outstanding and                      Voted      Voted          Vote
          Entitled to Vote        Class         For       Against       Abstain
          -----------------      ------      ---------    -------       -------
          6,970,887              Common      6,176,734    116,227        2,934


         V. This amendment has been duly adopted in accordance with Section 242
of the Delaware General Corporation Law.

         VI. The amendment shall be effective upon the close of business on
April 26th, 2001.

DATED:  April 24, 2001                      PRWW, LTD.

                                            By: /s/  Joel Morganroth, MD
                                               -------------------------------
                                                     Joel Morganroth, M.D.
                                                     Chairman






                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            eResearchTechnology, Inc.

            eResearchTechnology, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY THAT:

FIRST: The Board of Directors of eResearchTechnology, Inc. (the "Corporation"),
at a meeting held on February 4, 2003 at which a quorum was present and acting
throughout, duly adopted a resolution setting forth a proposed amendment of the
Restated Certificate of Incorporation of the Corporation, declaring the
amendment to be advisable and calling for consideration of the amendment by the
stockholders of the Corporation. The amendment is as follows:

                  The first paragraph of Article IV of the Restated Certificate
         of Incorporation of eResearchTechnology, Inc. is amended to read in its
         entirety as follows:

                  "The aggregate number of shares which the corporation shall
         have the authority to issue is 50,500,000, by classes and par value of
         shares as follows:

                  Class                      No. of Shares   Par Value Per share
                  -----                      -------------   -------------------

                  Common.................... 50,000,000      $ 0.01

                  Preferred................. 500,000         $10.00"

SECOND: Thereafter, pursuant to a resolution of the Board of Directors, the
holders of a majority of the outstanding shares of the Corporation's Common
Stock, constituting the only class of capital stock of the Corporation entitled
to vote thereon, voted in favor of the amendment at a meeting held on April 22,
2003.

THIRD: Such amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be signed by its duly authorized officer this 28th day of April, 2003.

                                             eResearchTechnology, Inc.



                                             By:        /s/ Joel Morganroth
                                                        ------------------------
                                                        Joel Morganroth, M.D.,
                                                        Chairman of the Board










                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            eResearchTechnology, Inc.

            eResearchTechnology, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY THAT:

FIRST: The Board of Directors of eResearchTechnology, Inc. (the "Corporation"),
at a meeting held on February 3, 2004 at which a quorum was present and acting
throughout, duly adopted a resolution setting forth a proposed amendment of the
Restated Certificate of Incorporation of the Corporation, declaring the
amendment to be advisable and calling for consideration of the amendment by the
stockholders of the Corporation. The amendment is as follows:

                  The first paragraph of Article IV of the Restated Certificate
         of Incorporation of eResearchTechnology, Inc. is amended to read in its
         entirety as follows:

                  "The aggregate number of shares which the corporation shall
         have the authority to issue is 175,500,000, by classes and par value of
         shares as follows:

                  Class                      No. of Shares   Par Value Per share
                  -----                      -------------   -------------------

                  Common.....................175,000,000     $ 0.01

                  Preferred..................500,000         $10.00"

SECOND: Thereafter, pursuant to a resolution of the Board of Directors, the
holders of a majority of the outstanding shares of the Corporation's Common
Stock, constituting the only class of capital stock of the Corporation entitled
to vote thereon, voted in favor of the amendment at a meeting held on April 20,
2004.

THIRD: Such amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be signed by its duly authorized officer this 20th day of April, 2004.

                                             eResearchTechnology, Inc.



                                             By:        /s/ Joel Morganroth
                                                        ------------------------
                                                        Joel Morganroth, M.D.,
                                                        Chairman of the Board

EX-10

                                                                   Exhibit 10.39

[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------
                                    ADDENDUM
                                    --------


         This Amendment (this "Amendment") to Management Employment Agreement
dated March 4, 2004 is made this 16th day of August 2004 between
eResearchTechnology, Inc. ("Company") and Joseph Esposito ("Employee")

         Company and Employee are parties to a certain Management Employment
Agreement dated March 4, 2004 (the "Agreement"). Company and Employee now desire
to amend certain provisions of the Agreement as set forth in this Amendment.

         Capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.

         NOW, THEREFORE, Company and Employee, each intending to be legally
bound hereby, agree as follows:

1.       The Agreement is hereby amended as follows:

         1.1      Section 11. c. is hereby amended and restated to read in its
                  entirety as follows:

                  "The Company may also terminate the Employee's employment
                  under this Agreement for Cause. For purposes of this Agreement
                  the Company shall have "Cause" to terminate the Employee's
                  employment if the Employee, in the reasonable judgment of the
                  Company: (i) fails to perform any reasonable directive of the
                  Company that may be given from time to time for the conduct of
                  the Company's business; (ii) materially breaches any of his
                  commitments, duties or obligations under this Agreement; (iii)
                  embezzles or converts to his own use any funds of the Company
                  or any business opportunity of the Company; (iv) destroys or
                  converts to his own use any property of the Company, without
                  the Company's consent; (v) is convicted of, or indicted for,
                  or enters a guilty plea or plea of no contest with respect to,
                  a felony; (vi) is adjudicated an incompetent; or (vii)
                  violates any federal, state, local or other law applicable to
                  the business of the Company or engages in any conduct which,
                  in the reasonable judgment of the Company, is injurious to the
                  business or interests of the Company. The Company must give
                  the Employee written notice of the Employee's breach under
                  sections 11.c.(i.), 11.c.(ii) and 11.c.(vii) and an
                  opportunity to cure within fifteen (15) days of such written
                  notice. If the Employee fails to cure, the Company may
                  terminate the Employee for Cause and shall give notice of
                  termination to the Employee as required under Section 11.a."




                                        1



         1.2      Section 11. d. is hereby amended and restated to read in its
                  entirety as follows:

                  "Upon any termination of this Agreement, the Company shall
                  have no further obligation to Employee other than for annual
                  salary earned through the date of termination, and no
                  severance pay or other benefits of any kind shall be payable;
                  provided, however, that in the event the Company terminates
                  this Agreement other than for Cause or as a result of the
                  death or Disability of the Employee, the Employee shall
                  receive: (i) bonus based on 100% performance and prorated
                  based on the number of days worked during the year in which
                  the termination, death or Disability occurred, payable in one
                  lump sum in accordance with the Company's policy; (ii) a
                  payment equal to one year's then-current annual salary and
                  bonus, based on 100% performance, payable in one lump sum in
                  accordance with the Company's policy; (iii) continuation of
                  Benefits (as hereafter defined), subject to applicable plan
                  provisions, for one year; and (iv) accelerated vesting of all
                  stock options, such that all stock options held by Employee
                  immediately prior to the date of termination of this
                  Agreement, death or Disability shall thereupon become
                  exercisable in full."

         1.3      Section 11. e. is hereby amended and restated to read in its
                  entirety as follows:

                  "Notwithstanding any contrary provision contained in this
                  Agreement, in the event that there is a "Change of Control"
                  (as hereafter defined), then subject to the condition in the
                  following sentence, the Employee shall receive: (i) bonus
                  based on 100% performance and prorated based on the number of
                  days worked during the year in which the resignation occurred,
                  payable in one lump sum in accordance with the Company's
                  policy; (ii) a payment equal to one year's then-current annual
                  salary and bonus, based on 100% performance, payable in one
                  lump sum in accordance with the Company's policy; (iii)
                  continuation of Benefits, subject to applicable plan
                  provisions, for one year; and (iv) accelerated vesting of all
                  stock options, such that all stock options held by Employee
                  immediately prior to the date of the Change of Control shall
                  become exercisable in full as of the date of the Change of
                  Control. The Employee shall be entitled to received the
                  benefits described in the foregoing sentence only if either
                  (i) the Employee shall accept employment offered at the time
                  of the Change of Control by either the Company or the other
                  party to the Change of Control (the "Buyer") for a period of
                  up to 12 months, as determined by the Company or the Buyer,
                  immediately following the Change of Control (the "Employment
                  Period") in a position with comparable compensation and
                  location and with responsibilities relating to the business of
                  the Company as conducted by the Company, the Buyer or any
                  division or subsidiary thereof after the Change of Control no
                  less than the Employee's responsibilities with the Company
                  immediately prior to the Change of Control or (ii) neither the
                  Company nor the Buyer shall offer the Employee a position with
                  comparable compensation and location and with responsibilities
                  relating to the business of the Company as conducted by the
                  Company, the Buyer or any division or subsidiary thereof after
                  the Change of Control no less than the Employee's
                  responsibilities with the Company immediately prior to the





                                        2


                  Change of Control and the Employee resigns his employment
                  within 60 days after the Change of Control. The Employee
                  acknowledges that if he does not remain employed during the
                  Employment Period as contemplated by clause (i) of the
                  preceding sentence other than as a result of the Employee's
                  death, Disability or termination without Cause and the
                  requirements of clause (ii) of the preceding sentence are not
                  otherwise met, then he shall be obligated to forfeit and
                  return to the Company the benefits received pursuant to the
                  first sentence of this Section 11(e), including any profits
                  realized upon the sale of any share options for which would
                  not have been exercisable as of the cessation of employment
                  but for the first sentence of this Section 11(e), net of any
                  taxes paid or payable by the Employee as a result of such
                  sale. The parties acknowledge that, following a Change of
                  Control, the Employee may not be given the same title with the
                  Buyer as he held with the Company prior to the Change of
                  Control if the business of the Company is conducted as part of
                  a larger business enterprise, and that certain
                  responsibilities traditionally performed by the individual
                  holding such title may be assigned to the individual holding
                  such title for the Buyer, and that such changes will not
                  constitute a reduction in responsibilities of the Employee
                  within the meaning of this Section 11.

                  The term "Benefits" as utilized in this Section 11, shall mean
                  standard health, dental, disability, life and accident
                  insurance benefits, all of which are subject to any applicable
                  premium co-pay, and car allowance.

                  The term "Change of Control", as utilized in this Section 11,
                  shall mean:

                      (i)    A change of control of a nature that would be
                             required to be reported in the Company's proxy
                             statement under the Securities Exchange Act of
                             1934, as amended;

                      (ii)   The approval by the Board of Directors of a sale,
                             not in the ordinary course of business, of all or
                             substantially all of the Company's assets and
                             business to an unrelated third party and the
                             consummation of such transaction; or

                      (iii)  The approval by the Board of Directors of any
                             merger, consolidation, or like business combination
                             or reorganization of the Company, the consummation
                             of which would result in the occurrence of any
                             event described in clause (i) or (ii) above, and
                             the consummation of such transaction."




                                        3




2.       Miscellaneous

         2.1 All references to the Agreement in any documents and instruments
executed by the parties in connection with the Agreement shall be deemed to
refer to the Agreement as the same has been amended through the date hereof, and
as the same may be amended in the future.

         2.2 This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed an original, but all such counterparts
shall constitute but one and the same agreement.

         2.3 The Agreement and this Amendment may be modified or amended by the
parties hereto only by a written agreement executed by both parties.

         2.4 Except as expressly amended hereby, all of the terms and provisions
of the Agreement shall remain in full force and effect and are hereby ratified
and confirmed in every aspect.

         2.5 This Amendment shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania, without regard to
conflicts of laws principles.

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed on the date first written above.

For Employee:                                        For the Company:


    Joseph Esposito                                       Bruce Johnson
- ---------------------------------                    ---------------------------

                                                     Name:  Bruce Johnson
                                                          ----------------------

Date:    August 18, 2004                             Date:   August 20, 2004
     ----------------------------                         ----------------------













                                        4

EX-10

                                                                   Exhibit 10.41

[eReseearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------
                                    ADDENDUM
                                    --------


         This Amendment (this "Amendment") to Management Employment Agreement
dated May 21, 2001 is made this 16th day of August 2004 between
eResearchTechnology, Inc. ("Company") and Joel Morganroth ("Employee")

         Company and Employee are parties to a certain Management Employment
Agreement dated May 21, 2001 (the "Agreement"). Company and Employee now desire
to amend certain provisions of the Agreement as set forth in this Amendment.

         Capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.

         NOW, THEREFORE, Company and Employee, each intending to be legally
bound hereby, agree as follows:

1.       The Agreement is hereby amended as follows:

         Section 11. e. is hereby amended and restated to read in its entirety
         as follows:

         "Notwithstanding any contrary provision contained in this Employment
         Agreement, upon the first occurrence of a Trigger Event (as hereafter
         defined), the Employee shall be entitled to receive (i) severance equal
         to 2.3 times of his/her then-current annual salary and applicable
         prorated bonus, based on 100% performance, payable in one lump sum in
         accordance with the Company's policy; (ii) continuation of Benefits (as
         hereafter defined), subject to applicable benefit plan provisions, for
         six months; and (iii) accelerated vesting of all stock options, such
         that all stock options held by Employee immediately prior to the date
         of the Change of Control (as hereafter defined) shall become
         exercisable in full as of the date of the Change of Control.

         The term "Benefits" as utilized in this Section 11, shall mean standard
         health, dental, disability, life and accident insurance benefits, all
         of which are subject to any applicable premium co-pay, and car
         allowance.

         The term "Trigger Event" as utilized in this Section 11 shall mean the
         occurrence of a Change of Control (as hereafter defined) in connection
         with or after which either (i) the Employee is terminated other than
         for Cause; (ii) the Employee resigns his/her employment within 60 days
         after the Change of Control because neither the Company nor the other
         party to the Change of Control (the "Buyer") offers the Employee a
         position with comparable responsibilities, authority, location and
         compensation; or (iii) the Employee is employed by the Company or the
         Buyer, or a division or subsidiary thereof, for one year after the date
         of the Change in Control.






                                        1


         The term "Change of Control", as utilized herein, shall mean:

                  (i) A change of control of a nature that would be required to
         be reported in the Company's proxy statement under the Securities
         Exchange Act of 1934, as amended;

                  (ii) The approval by the Board of Directors of a sale, not in
         the ordinary course of business, of all or substantially all of the
         Company's assets and business to an unrelated third party and the
         consummation of such transaction; or

                  (iii) The approval by the Board of Directors of any merger,
         consolidation, or like business combination or reorganization of the
         Company, the consummation of which would result in the occurrence of
         any event described in clause (i) or (ii) above, and the consummation
         of such transaction.

         In order to implement the provisions of this Section 11(e), in
         connection with any Change of Control, the Company shall, as a
         condition thereto, accelerate the vesting of all unvested stock options
         as of the date of the Change of Control or cause the Buyer to either
         assume all stock options held by the Employee immediately prior to the
         Change of Control or grant equivalent substitute options containing
         substantially the same terms, and the Company shall not otherwise take
         any action that would cause any stock options held by the Employee that
         are not then exercisable to terminate prior to the Change of Control or
         Trigger Event, as otherwise permitted by the Company's 2003 Stock
         Option Plan or as may be permitted by the Buyer's stock option plan,
         respectively."

2.       Miscellaneous

         2.1 All references to the Agreement in any documents and instruments
executed by the parties in connection with the Agreement shall be deemed to
refer to the Agreement as the same has been amended through the date hereof, and
as the same may be amended in the future.

         2.2 This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed an original, but all such counterparts
shall constitute but one and the same agreement.

         2.3 The Agreement and this Amendment may be modified or amended by the
parties hereto only by a written agreement executed by both parties.

         2.4 Except as expressly amended hereby, all of the terms and provisions
of the Agreement shall remain in full force and effect and are hereby ratified
and confirmed in every aspect.






                                        2


         2.5 This Amendment shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania, without regard to
conflicts of laws principles.

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed on the date first written above.

For Employee:                                        For the Company:


        Joel Morganroth                                    Bruce Johnson
- --------------------------------                     ---------------------------

                                                     Name:    Bruce Johnson
                                                          ----------------------

Date:     August 16, 2004                            Date:   August 20, 2004
     ---------------------------                          ----------------------













                                        3

EX-10

                                                                   Exhibit 10.43
[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------


The following agreement (hereinafter known as "Agreement") is hereby entered
into between Bruce Johnson (hereinafter known as "Employee") and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter
known as the "Company") and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103.


1.       DUTIES AND RESPONSIBILITIES
         ---------------------------

         Employee agrees to hold the position of Sr. Vice President and Chief
         Financial Officer and shall be directly responsible to the Chairman of
         the Audit Committee.

2.       BEST EFFORTS
         ------------

         Employee agrees to devote his best efforts to his employment with the
         Company, on a full-time (no less than 40 hours/week) basis. He further
         agrees not to use the facilities, personnel or property of the Company
         for private business benefit.

3.       ETHICAL CONDUCT
         ---------------

         Employee will conduct his or her self in a professional and ethical
         manner at all times and will comply with all company policies as well
         as all State and Federal regulations and laws as they may apply to the
         services, products, and business of the Company.

4.       TERM OF THE AGREEMENT
         ---------------------

         This Agreement will be effective upon full execution and will continue
         year to year unless terminated.

5.       COMPENSATION
         ------------

         a.       Salary shall be $220,000/year payable in equal installments as
                  per the company's payroll policy. Salary shall be considered
                  on an annual basis and adjusted based on performance.

         b.       Benefits shall be the standard benefits of the Company, as
                  they shall exist from time to time.




                                        1


         c.       This position qualifies for the Executive Bonus Plan of the
                  Company. For 2004, the Employee's bonus target will be 40% of
                  his base salary if the company meets its Board approved
                  objectives for the year, and may be increased or decreased
                  based on performance as per the 2004 bonus plan. The Employee
                  will also be eligible to participate in the Executive Bonus
                  Plan each year thereafter for the life of the Agreement at a
                  level to be determined by the Compensation Committee of the
                  Company's Board of Directors.

6.       NON-DISCLOSURE
         --------------

         Employee acknowledges that employment with the Company requires him to
         have access to confidential information and material belonging to the
         Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. Upon
         termination of employment for any reason, Employee agrees to return to
         the Company any such confidential information and material in his
         possession with no copies thereof retained. Employee further agrees,
         whether during employment with the Company or any time after the
         termination thereof (regardless of the reason for such termination), he
         will not disclose nor use in any manner, any confidential or
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his duties.

7.       BUSINESS INTERFERENCE; NONCOMPETITION
         -------------------------------------

         a.       During employment with the Company and for a period of one
                  year (the "Restrictive Period") thereafter (regardless of the
                  reason for termination) Employee agrees he will not, directly
                  or indirectly, in any way for his own account, as employee,
                  stockholder, partner, or otherwise, or for the account of any
                  other person, corporation, or entity: (i) request or cause any
                  of the Company's suppliers, customers or vendors to cancel or
                  terminate any existing or continuing business relationship
                  with the Company; (ii) solicit, entice, persuade, induce,
                  request or otherwise cause any employee, officer or agent of
                  the Company to refrain from rendering services to the Company
                  or to terminate his/her relationship, contractual or
                  otherwise, with the Company; or (iii) induce or attempt to
                  influence any customer or vendor to cease or refrain from
                  doing business or to decline to do business with the Company
                  or any of its affiliated distributors or vendors.

         b.       The Employee agrees that, during the Restrictive Period, the
                  Employee will not, directly or indirectly, accept employment
                  with, provide services to or consult with, or establish or
                  acquire any interest in, any business, firm, person,
                  partnership, corporation or other entity which engages in any
                  business or activity that is the same as or competitive with
                  the business conducted by the Company in any state of the
                  United States of America and in any foreign country in which
                  any customer to whom the Company is providing services or
                  technology is located.





                                        2


8.       FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
         ----------------------------------------

         a.       Any breach of the covenants made in Sections 6 and 7 hereof
                  shall result in the forfeiture of the Employee's right to any
                  and all payments which may be required to be made under this
                  Agreement following such breach and shall relieve the Company
                  of any obligation to make such payments.

         b.       The Employee acknowledges that his compliance with the
                  covenants in Sections 6 and 7 hereof is necessary to protect
                  the good will and other proprietary interests of the Company
                  and that, in the event of any violation by the Employee of the
                  provisions of Section 6 or 7 hereof, the Company will sustain
                  serious, irreparable and substantial harm to its business, the
                  extent of which will be difficult to determine and impossible
                  to remedy by an action at law for money damages. Accordingly,
                  the Employee agrees that, in the event of such violation or
                  threatened violation by the Employee, the Company shall be
                  entitle to an injunction before trial from any court of
                  competent jurisdiction as a matter of course and upon the
                  posting of not more than a nominal bond in addition to all
                  such other legal and equitable remedies as may be available to
                  the Company.

         c.       The rights and remedies of the Company as provided in this
                  Section 8 shall be cumulative and concurrent and may be
                  pursued separately, successively or together against Employee,
                  at the sole discretion of the Company, and may be exercised as
                  often as occasion therefor shall arise. The failure to
                  exercise any right or remedy shall in no event be construed as
                  a waiver or release thereof.

         d.       The Employee agrees to reimburse the Company for any expenses
                  incurred by it in enforcing the provisions of Sections 6 and 7
                  hereof if the Company prevails in that enforcement.

9.       INVENTIONS
         ----------

         Employee agrees to promptly disclose to the Company each discovery,
         improvement, or invention conceived, made, or reduced to practice
         (whether during working hours or otherwise) during the term of
         employment. Employee agrees to grant to the Company the entire interest
         in all of such discoveries, improvements, and inventions and to sign
         all patent/copyright applications or other documents needed to
         implement the provisions of this paragraph without additional
         consideration. Employee further agrees that all works of authorship
         subject to statutory copyright protection developed jointly or solely,
         while employed, shall be considered a work made for hire and any
         copyright thereon shall belong to the Company. Any invention, discovery
         or improvement conceived, made or disclosed during the one year period
         following the termination of employment with the Company shall be
         deemed to have been made, conceived or discovered during employment
         with the Company.





                                        3


         Employee acknowledges any discoveries, improvements and other
         inventions made prior to the date of initial employment with the
         Company or the date hereof, which have not been filed in the United
         States Patent Office, are attached on Exhibit A, which shall be
         executed by both the Employee and the Company.

10.      NO CURRENT CONFLICT
         -------------------

         Employee hereby assures the Company that he is not currently restricted
         by any existing employment or non-compete agreement that would conflict
         with the terms of this Agreement.

11.      TERM; TERMINATION AND TERMINATION BENEFITS
         ------------------------------------------

         a.       Employment is "at will" which means that either the Company or
                  Employee may terminate at any time, with or without cause or
                  good reason, upon written notice given at least 30 days prior
                  to termination.

         b.       This Agreement shall terminate upon the death of the Employee.
                  In addition, if, as a result of a mental or physical condition
                  which, in the reasonable opinion of a medical doctor selected
                  by the Company's Board of Directors, can be expected to be
                  permanent or to be of an indefinite duration and which renders
                  the Employee unable to carry out the job responsibilities held
                  by, or the tasks assigned to, the Employee immediately prior
                  to the time the disabling condition was incurred, or which
                  entitles the Employee to receive disability payments under any
                  long-term disability insurance policy which covers the
                  Employee for which the premiums are reimbursed by the Company
                  (a "Disability"), the Employee shall have been absent from his
                  duties hereunder on a full-time basis for 120 consecutive
                  days, or 180 days during any twelve month period, and within
                  thirty (30) days after written notice (which may occur before
                  or after the end of such 120 or 180 day period) by the Company
                  to Employee of the Company's intent to terminate the
                  Employee's employment by reason of such Disability, the
                  Employee shall not have returned to the performance of his
                  duties hereunder, the Employee's employment hereunder shall,
                  without further notice, terminate at the end of said
                  thirty-day notice.

         c.       The Company may also terminate the Employee's employment under
                  this Agreement for Cause. For purposes of this Agreement the
                  Company shall have "Cause" to terminate the Employee's
                  employment if the Employee, in the reasonable judgment of the
                  Company, (i) fails to perform any reasonable directive of the
                  Company that may be given from time to time for the conduct of
                  the Company's business; (ii) materially breaches any of his
                  commitments, duties or obligations under this Agreement; (iii)
                  embezzles or converts to his own use any funds of the Company
                  or any business opportunity of the Company; (iv) destroys or




                                        4


                  converts to his own use any property of the Company, without
                  the Company's consent; (v) is convicted of, or indicted for,
                  or enters a guilty plea or plea of no contest with respect to,
                  a felony; (vi) is adjudicated an incompetent or (vii) violates
                  any federal, state, local or other law applicable to the
                  business of the Company or engages in any conduct which, in
                  the reasonable judgment of the Company, is injurious to the
                  business or interests of the Company. The Company must give
                  the Employee written notice of the Employee's breach under
                  sections 11.c.(i.), 11.c.(ii), and 11.c.(vii) and an
                  opportunity to cure within fifteen (15) days of such written
                  notice. If the Employee fails to cure, the Company may
                  terminate the Employee for Cause and shall give notice of
                  termination to the Employee as required under Section 11.a.

         d.       Upon any termination of this Agreement, the Company shall have
                  no further obligation to Employee other than for annual salary
                  and bonus earned through the date of termination, and no
                  severance pay or other benefits of any kind shall be payable;
                  provided, however, that in the event the Company terminates
                  this Agreement other than for Cause or as a result of the
                  death or Disability of the Employee, the Company shall provide
                  to the Employee (i) severance equal to 100% of his
                  then-current annual salary and applicable prorated bonus,
                  based on 100% performance, payable in one lump sum in
                  accordance with the Company's policy and (ii) continuation of
                  Benefits (as hereafter defined), subject to applicable benefit
                  plan provisions, for one year.

         e.       Notwithstanding any contrary provision contained in this
                  Agreement, upon the first occurrence of a Trigger Event (as
                  hereafter defined), the Employee shall be entitled to receive
                  (i) severance equal to 100% of his then-current annual salary
                  and applicable prorated bonus, based on 100% performance,
                  payable in one lump sum in accordance with the Company's
                  policy; (ii) continuation of Benefits (as hereafter defined),
                  subject to applicable benefit plan provisions, for one year;
                  and (iii) accelerated vesting of all stock options, such that
                  all stock options held by Employee immediately prior to the
                  date of the Change of Control (as hereafter defined) shall
                  become exercisable in full as of the date of the Change of
                  Control.

                  The term "Benefits" as utilized in this Section 11, shall mean
                  standard health, dental, disability, life and accident
                  insurance benefits, all of which are subject to any applicable
                  premium co-pay, and car allowance.

                  The term "Trigger Event" as utilized in this Section 11 shall
                  mean the occurrence of a Change of Control (as hereafter
                  defined) in connection with or after which either (i) the
                  Employee is terminated other than for Cause; (ii) the Employee
                  resigns his employment within 60 days after the Change of
                  Control because neither the Company nor the other party to the
                  Change of Control (the "Buyer") offers the Employee a position
                  with comparable responsibilities, authority, location and
                  compensation; or (iii) the Employee is employed by the Company
                  or the Buyer, or a division or subsidiary thereof, for one
                  year after the date of the Change in Control.





                                        5


                  The term "Change of Control", as utilized herein, shall mean:

                  (i)    A change of control of a nature that would be required
                         to be reported in the Company's proxy statement under
                         the Securities Exchange Act of 1934, as amended;

                  (ii)   The approval by the Board of Directors of a sale, not
                         in the ordinary course of business, of all or
                         substantially all of the Company's assets and business
                         to an unrelated third party and the consummation of
                         such transaction; or

                  (iii)  The approval by the Board of Directors of any merger,
                         consolidation, or like business combination or
                         reorganization of the Company, the consummation of
                         which would result in the occurrence of any event
                         described in clause (i) or (ii) above, and the
                         consummation of such transaction.

                  In order to implement the provisions of this Section 11.e., in
                  connection with any Change of Control, the Company shall, as a
                  condition thereto, accelerate the vesting of all unvested
                  stock options as of the date of the Change of Control or cause
                  the Buyer to either assume all stock options held by the
                  Employee immediately prior to the Change of Control or grant
                  equivalent substitute options containing substantially the
                  same terms, and the Company shall not otherwise take any
                  action that would cause any stock options held by the Employee
                  that are not then exercisable to terminate prior to the Change
                  of Control or Trigger Event, as otherwise permitted by the
                  Company's 2003 Stock Option Plan or as may be permitted by the
                  Buyer's stock option plan, respectively.

12.      MISCELLANEOUS
         -------------

         a.       This Agreement and any disputes arising herefrom shall be
                  governed by Pennsylvania law.

         b.       In the event that any provision of this Agreement is held to
                  be invalid or unenforceable for any reason, including without
                  limitation the geographic or business scope or duration
                  thereof, this Agreement shall be construed as if such
                  provision had been more narrowly drawn so as not to be invalid
                  or unenforceable.

         c.       This Agreement supersedes all prior agreements, arrangements,
                  and understandings, written or oral, relating to the subject
                  matter.





                                        6


         d.       The failure of either party at any time or times to require
                  performance of any provision hereof shall in no way affect the
                  right at a later time to enforce the same. No waiver by either
                  party of any condition or of the breach by the other of any
                  term or covenant contained in this Agreement shall be
                  effective unless in writing and signed by the aggrieved party.
                  A waiver by a party hereto in any one or more instances shall
                  not be deemed or construed as a further or continuing waiver
                  of any such condition or breach or a waiver of any other
                  condition, or of the breach of any other term or covenant set
                  forth in this Agreement.

         e.       Any notice required or permitted to be given under this
                  Agreement shall be in writing and shall be deemed to have been
                  given when delivered in person, sent by certified mail,
                  postage prepaid, or delivered by a nationally recognized
                  overnight delivery service addressed, if to the Company at 30
                  S. 17th Street, 8th Floor, Philadelphia, PA 19103 Attn:
                  President and if to the Employee, at the address of his
                  personal residence as maintained in the Company's records.


For Employee:                                        For the Company:


         Bruce Johnson                                     Joseph Esposito
- ---------------------------------                    ---------------------------

                                                     Name:   Joseph Esposito
                                                          ----------------------

Date:      August 20, 2004                           Date:   August 20, 2004
     ----------------------------                         ----------------------







                                        7

EX-10

                                                                   Exhibit 10.44

[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------


The following agreement (hereinafter known as "Agreement") is hereby entered
into between Jeffrey Litwin (hereinafter known as "Employee") and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter
known as the "Company") and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103.


1.       DUTIES AND RESPONSIBILITIES
         ---------------------------

         Employee agrees to hold the position of Senior Vice President and Chief
         Medical Officer and shall be directly responsible to the Chief
         Executive Officer.

2.       BEST EFFORTS
         ------------

         Employee agrees to devote his/her best efforts to his/her employment
         with the Company, on a full-time (no less than 40 hours/week) basis.
         He/She further agrees not to use the facilities, personnel or property
         of the Company for private business benefit.

3.       ETHICAL CONDUCT
         ---------------

         Employee will conduct his or her self in a professional and ethical
         manner at all times and will comply with all company policies as well
         as all State and Federal regulations and laws as they may apply to the
         services, products, and business of the Company.

4.       TERM OF THE AGREEMENT
         ---------------------

         This Agreement will be effective upon full execution and will continue
         year to year unless terminated.

5.       COMPENSATION
         ------------

         a.       Salary shall be $216,000/year payable in equal installments as
                  per the company's payroll policy. Salary shall be considered
                  on an annual basis and adjusted based on performance.

         b.       Benefits shall be the standard benefits of the Company, as
                  they shall exist from time to time.




                                        1


         c.       This position qualifies for the Executive Bonus Plan of the
                  Company. For 2004, the Employee's bonus target will be 50% of
                  his/her base salary if the company meets its Board approved
                  objectives for the year, and may be increased or decreased
                  based on performance as per the 2004 bonus plan. The Employee
                  will also be eligible to participate in the Executive Bonus
                  Plan each year thereafter for the life of the Agreement at a
                  level to be determined by the Compensation Committee of the
                  Company's Board of Directors.

6.       NON-DISCLOSURE
         --------------

         Employee acknowledges that employment with the Company requires him/her
         to have access to confidential information and material belonging to
         the Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. Upon
         termination of employment for any reason, Employee agrees to return to
         the Company any such confidential information and material in his
         possession with no copies thereof retained. Employee further agrees,
         whether during employment with the Company or any time after the
         termination thereof (regardless of the reason for such termination),
         he/she will not disclose nor use in any manner, any confidential or
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his/her duties.

7.       BUSINESS INTERFERENCE; NONCOMPETITION
         -------------------------------------

         a.       During employment with the Company and for a period of one
                  year (the "Restrictive Period") thereafter (regardless of the
                  reason for termination) Employee agrees he/she will not,
                  directly or indirectly, in any way for his/her own account, as
                  employee, stockholder, partner, or otherwise, or for the
                  account of any other person, corporation, or entity: (i)
                  request or cause any of the Company's suppliers, customers or
                  vendors to cancel or terminate any existing or continuing
                  business relationship with the Company; (ii) solicit, entice,
                  persuade, induce, request or otherwise cause any employee,
                  officer or agent of the Company to refrain from rendering
                  services to the Company or to terminate his/her relationship,
                  contractual or otherwise, with the Company; or (iii) induce or
                  attempt to influence any customer or vendor to cease or
                  refrain from doing business or to decline to do business with
                  the Company or any of its affiliated distributors or vendors.

         b.       The Employee agrees that, during the Restrictive Period, the
                  Employee will not, directly or indirectly, accept employment
                  with, provide services to or consult with, or establish or
                  acquire any interest in, any business, firm, person,
                  partnership, corporation or other entity which engages in any
                  business or activity that is the same as or competitive with
                  the business conducted by the Company in any state of the
                  United States of America and in any foreign country in which
                  any customer to whom the Company is providing services or
                  technology is located.





                                        2


8.       FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
         ----------------------------------------

         a.       Any breach of the covenants made in Sections 6 and 7 hereof
                  shall result in the forfeiture of the Employee's right to any
                  and all payments which may be required to be made under this
                  Agreement following such breach and shall relieve the Company
                  of any obligation to make such payments.

         b.       The Employee acknowledges that his/her compliance with the
                  covenants in Sections 6 and 7 hereof is necessary to protect
                  the good will and other proprietary interests of the Company
                  and that, in the event of any violation by the Employee of the
                  provisions of Section 6 or 7 hereof, the Company will sustain
                  serious, irreparable and substantial harm to its business, the
                  extent of which will be difficult to determine and impossible
                  to remedy by an action at law for money damages. Accordingly,
                  the Employee agrees that, in the event of such violation or
                  threatened violation by the Employee, the Company shall be
                  entitle to an injunction before trial from any court of
                  competent jurisdiction as a matter of course and upon the
                  posting of not more than a nominal bond in addition to all
                  such other legal and equitable remedies as may be available to
                  the Company.

         c.       The rights and remedies of the Company as provided in this
                  Section 8 shall be cumulative and concurrent and may be
                  pursued separately, successively or together against Employee,
                  at the sole discretion of the Company, and may be exercised as
                  often as occasion therefor shall arise. The failure to
                  exercise any right or remedy shall in no event be construed as
                  a waiver or release thereof.

         d.       The Employee agrees to reimburse the Company for any expenses
                  incurred by it in enforcing the provisions of Sections 6 and 7
                  hereof if the Company prevails in that enforcement.

9.       INVENTIONS
         ----------

         Employee agrees to promptly disclose to the Company each discovery,
         improvement, or invention conceived, made, or reduced to practice
         (whether during working hours or otherwise) during the term of
         employment. Employee agrees to grant to the Company the entire interest
         in all of such discoveries, improvements, and inventions and to sign
         all patent/copyright applications or other documents needed to
         implement the provisions of this paragraph without additional
         consideration. Employee further agrees that all works of authorship
         subject to statutory copyright protection developed jointly or solely,
         while employed, shall be considered a work made for hire and any
         copyright thereon shall belong to the Company. Any invention, discovery
         or improvement conceived, made or disclosed during the one year period
         following the termination of employment with the Company shall be
         deemed to have been made, conceived or discovered during employment
         with the Company.






                                        3


         Employee acknowledges any discoveries, improvements and other
         inventions made prior to the date of initial employment with the
         Company or the date hereof, which have not been filed in the United
         States Patent Office, are attached on Exhibit A, which shall be
         executed by both the Employee and the Company.

10.      NO CURRENT CONFLICT
         -------------------

         Employee hereby assures the Company that he/she is not currently
         restricted by any existing employment or non-compete agreement that
         would conflict with the terms of this Agreement.

11.      TERM; TERMINATION AND TERMINATION BENEFITS
         ------------------------------------------

         a.       Employment is "at will" which means that either the Company or
                  Employee may terminate at any time, with or without cause or
                  good reason, upon written notice given at least 30 days prior
                  to termination.

         b.       This Agreement shall terminate upon the death of the Employee.
                  In addition, if, as a result of a mental or physical condition
                  which, in the reasonable opinion of a medical doctor selected
                  by the Company's Board of Directors, can be expected to be
                  permanent or to be of an indefinite duration and which renders
                  the Employee unable to carry out the job responsibilities held
                  by, or the tasks assigned to, the Employee immediately prior
                  to the time the disabling condition was incurred, or which
                  entitles the Employee to receive disability payments under any
                  long-term disability insurance policy which covers the
                  Employee for which the premiums are reimbursed by the Company
                  (a "Disability"), the Employee shall have been absent from
                  his/her duties hereunder on a full-time basis for 120
                  consecutive days, or 180 days during any twelve month period,
                  and within thirty (30) days after written notice (which may
                  occur before or after the end of such 120 or 180 day period)
                  by the Company to Employee of the Company's intent to
                  terminate the Employee's employment by reason of such
                  Disability, the Employee shall not have returned to the
                  performance of his/her duties hereunder, the Employee's
                  employment hereunder shall, without further notice, terminate
                  at the end of said thirty-day notice.

         c.       The Company may also terminate the Employee's employment under
                  this Agreement for Cause. For purposes of this Agreement the
                  Company shall have "Cause" to terminate the Employee's
                  employment if the Employee, in the reasonable judgment of the
                  Company, (i) fails to perform any reasonable directive of the
                  Company that may be given from time to time for the conduct of
                  the Company's business; (ii) materially breaches any of
                  his/her commitments, duties or obligations under this
                  Agreement; (iii) embezzles or converts to his/her own use any






                                        4


                  funds of the Company or any business opportunity of the
                  Company; (iv) destroys or converts to his/her own use any
                  property of the Company, without the Company's consent; (v) is
                  convicted of, or indicted for, or enters a guilty plea or plea
                  of no contest with respect to, a felony; (vi) is adjudicated
                  an incompetent or (vii) violates any federal, state, local or
                  other law applicable to the business of the Company or engages
                  in any conduct which, in the reasonable judgment of the
                  Company, is injurious to the business or interests of the
                  Company. The Company must give the Employee written notice of
                  the Employee's breach under sections 11.c.(i.), 11.c.(ii) and
                  11.c.(vii) and an opportunity to cure within fifteen (15) days
                  of such written notice. If the Employee fails to cure, the
                  Company may terminate the Employee for Cause and shall give
                  notice of termination to the Employee as required under
                  Section 11.a.

         d.       Upon any termination of this Agreement, the Company shall have
                  no further obligation to Employee other than for annual salary
                  and bonus earned through the date of termination, and no
                  severance pay or other benefits of any kind shall be payable;
                  provided, however, that in the event the Company terminates
                  this Agreement other than for Cause or as a result of the
                  death or Disability of the Employee, the Company shall provide
                  to the Employee (i) severance equal to 50% of his/her
                  then-current annual salary and applicable prorated bonus,
                  based on 100% performance, payable in one lump sum in
                  accordance with the Company's policy and (ii) continuation of
                  Benefits (as hereafter defined), subject to applicable benefit
                  plan provisions, for six months.

         e.       Notwithstanding any contrary provision contained in this
                  Agreement, upon the first occurrence of a Trigger Event (as
                  hereafter defined), the Employee shall be entitled to receive
                  (i) severance equal to 50% of his/her then-current annual
                  salary and applicable prorated bonus, based on 100%
                  performance, payable in one lump sum in accordance with the
                  Company's policy; (ii) continuation of Benefits (as hereafter
                  defined), subject to applicable benefit plan provisions, for
                  six months; and (iii) accelerated vesting of all stock
                  options, such that all stock options held by Employee
                  immediately prior to the date of the Change of Control (as
                  hereafter defined) shall become exercisable in full as of the
                  date of the Change of Control.

                  The term "Benefits" as utilized in this Section 11, shall mean
                  standard health, dental, disability, life and accident
                  insurance benefits, all of which are subject to any applicable
                  premium co-pay, and car allowance.

                  The term "Trigger Event" as utilized in this Section 11 shall
                  mean the occurrence of a Change of Control (as hereafter
                  defined) in connection with or after which either (i) the
                  Employee is terminated other than for Cause; (ii) the Employee
                  resigns his/her employment within 60 days after the Change of
                  Control because neither the Company nor the other party to the
                  Change of Control (the "Buyer") offers the Employee a position
                  with comparable responsibilities, authority, location and
                  compensation; or (iii) the Employee is employed by the Company
                  or the Buyer, or a division or subsidiary thereof, for one
                  year after the date of the Change in Control.





                                        5


                  The term "Change of Control", as utilized herein, shall mean:

                  (i)    A change of control of a nature that would be required
                         to be reported in the Company's proxy statement under
                         the Securities Exchange Act of 1934, as amended;

                  (ii)   The approval by the Board of Directors of a sale, not
                         in the ordinary course of business, of all or
                         substantially all of the Company's assets and business
                         to an unrelated third party and the consummation of
                         such transaction; or

                  (iii)  The approval by the Board of Directors of any merger,
                         consolidation, or like business combination or
                         reorganization of the Company, the consummation of
                         which would result in the occurrence of any event
                         described in clause (i) or (ii) above, and the
                         consummation of such transaction.

                  In order to implement the provisions of this Section 11.e., in
                  connection with any Change of Control, the Company shall, as a
                  condition thereto, accelerate the vesting of all unvested
                  stock options as of the date of the Change of Control or cause
                  the Buyer to either assume all stock options held by the
                  Employee immediately prior to the Change of Control or grant
                  equivalent substitute options containing substantially the
                  same terms, and the Company shall not otherwise take any
                  action that would cause any stock options held by the Employee
                  that are not then exercisable to terminate prior to the Change
                  of Control or Trigger Event, as otherwise permitted by the
                  Company's 2003 Stock Option Plan or as may be permitted by the
                  Buyer's stock option plan, respectively.

12.      MISCELLANEOUS
         -------------

         a.       This Agreement and any disputes arising herefrom shall be
                  governed by Pennsylvania law.

         b.       In the event that any provision of this Agreement is held to
                  be invalid or unenforceable for any reason, including without
                  limitation the geographic or business scope or duration
                  thereof, this Agreement shall be construed as if such
                  provision had been more narrowly drawn so as not to be invalid
                  or unenforceable.

         c.       This Agreement supersedes all prior agreements, arrangements,
                  and understandings, written or oral, relating to the subject
                  matter.

         d.       The failure of either party at any time or times to require
                  performance of any provision hereof shall in no way affect the
                  right at a later time to enforce the same. No waiver by either
                  party of any condition or of the breach by the other of any
                  term or covenant contained in this Agreement shall be
                  effective unless in writing and signed by the aggrieved party.
                  A waiver by a party hereto in any one or more instances shall
                  not be deemed or construed as a further or continuing waiver
                  of any such condition or breach or a waiver of any other
                  condition, or of the breach of any other term or covenant set
                  forth in this Agreement.





                                        6


         e.       Any notice required or permitted to be given under this
                  Agreement shall be in writing and shall be deemed to have been
                  given when delivered in person, sent by certified mail,
                  postage prepaid, or delivered by a nationally recognized
                  overnight delivery service addressed, if to the Company at 30
                  S. 17th Street, 8th Floor, Philadelphia, PA 19103 Attn:
                  President and if to the Employee, at the address of his/her
                  personal residence as maintained in the Company's records.


For Employee:                                        For the Company:


       Jeffrey Litwin                                      Bruce Johnson
- ------------------------------                       ---------------------------

                                                     Name:    Bruce Johnson
                                                          ----------------------

Date:     August 20, 2004                            Date:   August 20, 2004
     -------------------------                            ----------------------















                                        7

EX-10

                                                                   Exhibit 10.45

[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------

The following agreement (hereinafter known as "Agreement") is hereby entered
into between Vincent Renz (hereinafter known as "Employee") and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter
known as the "Company") and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103.


1.       DUTIES AND RESPONSIBILITIES
         ---------------------------

         Employee agrees to hold the position of Senior Vice President and Chief
         Technology Officer and shall be directly responsible to the Chief
         Executive Officer.

2.       BEST EFFORTS
         ------------

         Employee agrees to devote his/her best efforts to his/her employment
         with the Company, on a full-time (no less than 40 hours/week) basis.
         He/She further agrees not to use the facilities, personnel or property
         of the Company for private business benefit.

3.       ETHICAL CONDUCT
         ---------------

         Employee will conduct his or her self in a professional and ethical
         manner at all times and will comply with all company policies as well
         as all State and Federal regulations and laws as they may apply to the
         services, products, and business of the Company.

4.       TERM OF THE AGREEMENT
         ---------------------

         This Agreement will be effective upon full execution and will continue
         year to year unless terminated.

5.       COMPENSATION
         ------------

         a.       Salary shall be $216,000/year payable in equal installments as
                  per the company's payroll policy. Salary shall be considered
                  on an annual basis and adjusted based on performance.

         b.       Benefits shall be the standard benefits of the Company, as
                  they shall exist from time to time.

         c.       This position qualifies for the Executive Bonus Plan of the
                  Company. For 2004, the Employee's bonus target will be 50% of
                  his/her base salary if the company meets its Board approved
                  objectives for the year, and may be increased or decreased
                  based on performance as per the 2004 bonus plan. The Employee
                  will also be eligible to participate in the Executive Bonus
                  Plan each year thereafter for the life of the Agreement at a
                  level to be determined by the Compensation Committee of the
                  Company's Board of Directors.






                                        1


6.       NON-DISCLOSURE
         --------------

         Employee acknowledges that employment with the Company requires him/her
         to have access to confidential information and material belonging to
         the Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. Upon
         termination of employment for any reason, Employee agrees to return to
         the Company any such confidential information and material in his
         possession with no copies thereof retained. Employee further agrees,
         whether during employment with the Company or any time after the
         termination thereof (regardless of the reason for such termination),
         he/she will not disclose nor use in any manner, any confidential or
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his/her duties.

7.       BUSINESS INTERFERENCE; NONCOMPETITION
         -------------------------------------

         a.       During employment with the Company and for a period of one
                  year (the "Restrictive Period") thereafter (regardless of the
                  reason for termination) Employee agrees he/she will not,
                  directly or indirectly, in any way for his/her own account, as
                  employee, stockholder, partner, or otherwise, or for the
                  account of any other person, corporation, or entity: (i)
                  request or cause any of the Company's suppliers, customers or
                  vendors to cancel or terminate any existing or continuing
                  business relationship with the Company; (ii) solicit, entice,
                  persuade, induce, request or otherwise cause any employee,
                  officer or agent of the Company to refrain from rendering
                  services to the Company or to terminate his/her relationship,
                  contractual or otherwise, with the Company; or (iii) induce or
                  attempt to influence any customer or vendor to cease or
                  refrain from doing business or to decline to do business with
                  the Company or any of its affiliated distributors or vendors.

         b.       The Employee agrees that, during the Restrictive Period, the
                  Employee will not, directly or indirectly, accept employment
                  with, provide services to or consult with, or establish or
                  acquire any interest in, any business, firm, person,
                  partnership, corporation or other entity which engages in any
                  business or activity that is the same as or competitive with
                  the business conducted by the Company in any state of the
                  United States of America and in any foreign country in which
                  any customer to whom the Company is providing services or
                  technology is located.





                                        2


8.       FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
         ----------------------------------------

         a.       Any breach of the covenants made in Sections 6 and 7 hereof
                  shall result in the forfeiture of the Employee's right to any
                  and all payments which may be required to be made under this
                  Agreement following such breach and shall relieve the Company
                  of any obligation to make such payments.

         b.       The Employee acknowledges that his/her compliance with the
                  covenants in Sections 6 and 7 hereof is necessary to protect
                  the good will and other proprietary interests of the Company
                  and that, in the event of any violation by the Employee of the
                  provisions of Section 6 or 7 hereof, the Company will sustain
                  serious, irreparable and substantial harm to its business, the
                  extent of which will be difficult to determine and impossible
                  to remedy by an action at law for money damages. Accordingly,
                  the Employee agrees that, in the event of such violation or
                  threatened violation by the Employee, the Company shall be
                  entitle to an injunction before trial from any court of
                  competent jurisdiction as a matter of course and upon the
                  posting of not more than a nominal bond in addition to all
                  such other legal and equitable remedies as may be available to
                  the Company.

         c.       The rights and remedies of the Company as provided in this
                  Section 8 shall be cumulative and concurrent and may be
                  pursued separately, successively or together against Employee,
                  at the sole discretion of the Company, and may be exercised as
                  often as occasion therefor shall arise. The failure to
                  exercise any right or remedy shall in no event be construed as
                  a waiver or release thereof.

         d.       The Employee agrees to reimburse the Company for any expenses
                  incurred by it in enforcing the provisions of Sections 6 and 7
                  hereof if the Company prevails in that enforcement.

9.       INVENTIONS
         ----------

         Employee agrees to promptly disclose to the Company each discovery,
         improvement, or invention conceived, made, or reduced to practice
         (whether during working hours or otherwise) during the term of
         employment. Employee agrees to grant to the Company the entire interest
         in all of such discoveries, improvements, and inventions and to sign
         all patent/copyright applications or other documents needed to
         implement the provisions of this paragraph without additional
         consideration. Employee further agrees that all works of authorship
         subject to statutory copyright protection developed jointly or solely,
         while employed, shall be considered a work made for hire and any
         copyright thereon shall belong to the Company. Any invention, discovery
         or improvement conceived, made or disclosed during the one year period
         following the termination of employment with the Company shall be
         deemed to have been made, conceived or discovered during employment
         with the Company.





                                        3


         Employee acknowledges any discoveries, improvements and other
         inventions made prior to the date of initial employment with the
         Company or the date hereof, which have not been filed in the United
         States Patent Office, are attached on Exhibit A, which shall be
         executed by both the Employee and the Company.

10.      NO CURRENT CONFLICT
         -------------------

         Employee hereby assures the Company that he/she is not currently
         restricted by any existing employment or non-compete agreement that
         would conflict with the terms of this Agreement.

11.      TERM; TERMINATION AND TERMINATION BENEFITS
         ------------------------------------------

         a.       Employment is "at will" which means that either the Company or
                  Employee may terminate at any time, with or without cause or
                  good reason, upon written notice given at least 30 days prior
                  to termination.

         b.       This Agreement shall terminate upon the death of the Employee.
                  In addition, if, as a result of a mental or physical condition
                  which, in the reasonable opinion of a medical doctor selected
                  by the Company's Board of Directors, can be expected to be
                  permanent or to be of an indefinite duration and which renders
                  the Employee unable to carry out the job responsibilities held
                  by, or the tasks assigned to, the Employee immediately prior
                  to the time the disabling condition was incurred, or which
                  entitles the Employee to receive disability payments under any
                  long-term disability insurance policy which covers the
                  Employee for which the premiums are reimbursed by the Company
                  (a "Disability"), the Employee shall have been absent from
                  his/her duties hereunder on a full-time basis for 120
                  consecutive days, or 180 days during any twelve month period,
                  and within thirty (30) days after written notice (which may
                  occur before or after the end of such 120 or 180 day period)
                  by the Company to Employee of the Company's intent to
                  terminate the Employee's employment by reason of such
                  Disability, the Employee shall not have returned to the
                  performance of his/her duties hereunder, the Employee's
                  employment hereunder shall, without further notice, terminate
                  at the end of said thirty-day notice.

         c.       The Company may also terminate the Employee's employment under
                  this Agreement for Cause. For purposes of this Agreement the
                  Company shall have "Cause" to terminate the Employee's
                  employment if the Employee, in the reasonable judgment of the
                  Company, (i) fails to perform any reasonable directive of the
                  Company that may be given from time to time for the conduct of
                  the Company's business; (ii) materially breaches any of
                  his/her commitments, duties or obligations under this
                  Agreement; (iii) embezzles or converts to his/her own use any
                  funds of the Company or any business opportunity of the
                  Company; (iv) destroys or converts to his/her own use any
                  property of the Company, without the Company's consent; (v) is
                  convicted of, or indicted for, or enters a guilty plea or plea




                                        4


                  of no contest with respect to, a felony; (vi) is adjudicated
                  an incompetent or (vii) violates any federal, state, local or
                  other law applicable to the business of the Company or engages
                  in any conduct which, in the reasonable judgment of the
                  Company, is injurious to the business or interests of the
                  Company. The Company must give the Employee written notice of
                  the Employee's breach under sections 11.c.(i.), 11.c.(ii) and
                  11.c.(vii) and an opportunity to cure within fifteen (15) days
                  of such written notice. If the Employee fails to cure, the
                  Company may terminate the Employee for Cause and shall give
                  notice of termination to the Employee as required under
                  Section 11.a.

         d.       Upon any termination of this Agreement, the Company shall have
                  no further obligation to Employee other than for annual salary
                  and bonus earned through the date of termination, and no
                  severance pay or other benefits of any kind shall be payable;
                  provided, however, that in the event the Company terminates
                  this Agreement other than for Cause or as a result of the
                  death or Disability of the Employee, the Company shall provide
                  to the Employee (i) severance equal to 50% of his/her
                  then-current annual salary and applicable prorated bonus,
                  based on 100% performance, payable in one lump sum in
                  accordance with the Company's policy and (ii) continuation of
                  Benefits (as hereafter defined), subject to applicable benefit
                  plan provisions, for six months.

         e.       Notwithstanding any contrary provision contained in this
                  Agreement, upon the first occurrence of a Trigger Event (as
                  hereafter defined), the Employee shall be entitled to receive
                  (i) severance equal to 50% of his/her then-current annual
                  salary and applicable prorated bonus, based on 100%
                  performance, payable in one lump sum in accordance with the
                  Company's policy; (ii) continuation of Benefits (as hereafter
                  defined), subject to applicable benefit plan provisions, for
                  six months; and (iii) accelerated vesting of all stock
                  options, such that all stock options held by Employee
                  immediately prior to the date of the Change of Control (as
                  hereafter defined) shall become exercisable in full as of the
                  date of the Change of Control.

                  The term "Benefits" as utilized in this Section 11, shall mean
                  standard health, dental, disability, life and accident
                  insurance benefits, all of which are subject to any applicable
                  premium co-pay, and car allowance.

                  The term "Trigger Event" as utilized in this Section 11 shall
                  mean the occurrence of a Change of Control (as hereafter
                  defined) in connection with or after which either (i) the
                  Employee is terminated other than for Cause; (ii) the Employee
                  resigns his/her employment within 60 days after the Change of
                  Control because neither the Company nor the other party to the
                  Change of Control (the "Buyer") offers the Employee a position
                  with comparable responsibilities, authority, location and
                  compensation; or (iii) the Employee is employed by the Company
                  or the Buyer, or a division or subsidiary thereof, for one
                  year after the date of the Change in Control.





                                        5


                  The term "Change of Control", as utilized herein, shall mean:

                  (i)    A change of control of a nature that would be required
                         to be reported in the Company's proxy statement under
                         the Securities Exchange Act of 1934, as amended;

                  (ii)   The approval by the Board of Directors of a sale, not
                         in the ordinary course of business, of all or
                         substantially all of the Company's assets and business
                         to an unrelated third party and the consummation of
                         such transaction; or

                  (iii)  The approval by the Board of Directors of any merger,
                         consolidation, or like business combination or
                         reorganization of the Company, the consummation of
                         which would result in the occurrence of any event
                         described in clause (i) or (ii) above, and the
                         consummation of such transaction.

                  In order to implement the provisions of this Section 11.e., in
                  connection with any Change of Control, the Company shall, as a
                  condition thereto, accelerate the vesting of all unvested
                  stock options as of the date of the Change of Control or cause
                  the Buyer to either assume all stock options held by the
                  Employee immediately prior to the Change of Control or grant
                  equivalent substitute options containing substantially the
                  same terms, and the Company shall not otherwise take any
                  action that would cause any stock options held by the Employee
                  that are not then exercisable to terminate prior to the Change
                  of Control or Trigger Event, as otherwise permitted by the
                  Company's 2003 Stock Option Plan or as may be permitted by the
                  Buyer's stock option plan, respectively.

12.      MISCELLANEOUS
         -------------

         a.       This Agreement and any disputes arising herefrom shall be
                  governed by Pennsylvania law.

         b.       In the event that any provision of this Agreement is held to
                  be invalid or unenforceable for any reason, including without
                  limitation the geographic or business scope or duration
                  thereof, this Agreement shall be construed as if such
                  provision had been more narrowly drawn so as not to be invalid
                  or unenforceable.

         c.       This Agreement supersedes all prior agreements, arrangements,
                  and understandings, written or oral, relating to the subject
                  matter.

         d.       The failure of either party at any time or times to require
                  performance of any provision hereof shall in no way affect the
                  right at a later time to enforce the same. No waiver by either
                  party of any condition or of the breach by the other of any
                  term or covenant contained in this Agreement shall be
                  effective unless in writing and signed by the aggrieved party.
                  A waiver by a party hereto in any one or more instances shall
                  not be deemed or construed as a further or continuing waiver
                  of any such condition or breach or a waiver of any other
                  condition, or of the breach of any other term or covenant set
                  forth in this Agreement.





                                        6


         e.       Any notice required or permitted to be given under this
                  Agreement shall be in writing and shall be deemed to have been
                  given when delivered in person, sent by certified mail,
                  postage prepaid, or delivered by a nationally recognized
                  overnight delivery service addressed, if to the Company at 30
                  S. 17th Street, 8th Floor, Philadelphia, PA 19103 Attn:
                  President and if to the Employee, at the address of his/her
                  personal residence as maintained in the Company's records.


For Employee:                                        For the Company:


       Vincent W. Renz, Jr.                                   Bruce Johnson
- ----------------------------------                   ---------------------------

                                                     Name:    Bruce Johnson
                                                          ----------------------

Date:       August 20, 2004                          Date:    August 20, 2004
     -----------------------------                        ----------------------

















                                        7

EX-10

                                                                   Exhibit 10.46

[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------


The following agreement (hereinafter known as "Agreement") is hereby entered
into between Scott Grisanti (hereinafter known as "Employee") and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter
known as the "Company") and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103.


1.       DUTIES AND RESPONSIBILITIES
         ---------------------------

         Employee agrees to hold the position of Senior Vice President, Business
         Development and Chief Marketing Officer and shall be directly
         responsible to the Chief Executive Officer.

2.       BEST EFFORTS
         ------------

         Employee agrees to devote his/her best efforts to his/her employment
         with the Company, on a full-time (no less than 40 hours/week) basis.
         He/She further agrees not to use the facilities, personnel or property
         of the Company for private business benefit.

3.       ETHICAL CONDUCT
         ---------------

         Employee will conduct his or her self in a professional and ethical
         manner at all times and will comply with all company policies as well
         as all State and Federal regulations and laws as they may apply to the
         services, products, and business of the Company.

4.       TERM OF THE AGREEMENT
         ---------------------

         This Agreement will be effective upon full execution and will continue
         year to year unless terminated.

5.       COMPENSATION
         ------------

         a.       Salary shall be $216,000/year payable in equal installments as
                  per the company's payroll policy. Salary shall be considered
                  on an annual basis and adjusted based on performance.

         b.       Benefits shall be the standard benefits of the Company, as
                  they shall exist from time to time.




                                        1


         c.       This position qualifies for the Executive Bonus Plan of the
                  Company. For 2004, the Employee's bonus target will be 60% of
                  his/her base salary if the company meets its Board approved
                  objectives for the year, and may be increased or decreased
                  based on performance as per the 2004 bonus plan. The Employee
                  will also be eligible to participate in the Executive Bonus
                  Plan each year thereafter for the life of the Agreement at a
                  level to be determined by the Compensation Committee of the
                  Company's Board of Directors.

6.       NON-DISCLOSURE
         --------------

         Employee acknowledges that employment with the Company requires him/her
         to have access to confidential information and material belonging to
         the Company, including customer lists, contracts, proposals, operating
         procedures, trade secrets and business methods and systems, which have
         been developed at great expense by the Company and which Employee
         recognizes to be unique assets of the Company's business. Upon
         termination of employment for any reason, Employee agrees to return to
         the Company any such confidential information and material in his
         possession with no copies thereof retained. Employee further agrees,
         whether during employment with the Company or any time after the
         termination thereof (regardless of the reason for such termination),
         he/she will not disclose nor use in any manner, any confidential or
         proprietary material relating to the business, operations, or prospects
         of the Company except as authorized in writing by the Company or
         required during the performance of his/her duties.

7.       BUSINESS INTERFERENCE; NONCOMPETITION
         -------------------------------------

         a.       During employment with the Company and for a period of one
                  year (the "Restrictive Period") thereafter (regardless of the
                  reason for termination) Employee agrees he/she will not,
                  directly or indirectly, in any way for his/her own account, as
                  employee, stockholder, partner, or otherwise, or for the
                  account of any other person, corporation, or entity: (i)
                  request or cause any of the Company's suppliers, customers or
                  vendors to cancel or terminate any existing or continuing
                  business relationship with the Company; (ii) solicit, entice,
                  persuade, induce, request or otherwise cause any employee,
                  officer or agent of the Company to refrain from rendering
                  services to the Company or to terminate his/her relationship,
                  contractual or otherwise, with the Company; or (iii) induce or
                  attempt to influence any customer or vendor to cease or
                  refrain from doing business or to decline to do business with
                  the Company or any of its affiliated distributors or vendors.

         b.       The Employee agrees that, during the Restrictive Period, the
                  Employee will not, directly or indirectly, accept employment
                  with, provide services to or consult with, or establish or
                  acquire any interest in, any business, firm, person,
                  partnership, corporation or other entity which engages in any
                  business or activity that is the same as or competitive with
                  the business conducted by the Company in any state of the
                  United States of America and in any foreign country in which
                  any customer to whom the Company is providing services or
                  technology is located.





                                        2


8.       FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
         ----------------------------------------

         a.       Any breach of the covenants made in Sections 6 and 7 hereof
                  shall result in the forfeiture of the Employee's right to any
                  and all payments which may be required to be made under this
                  Agreement following such breach and shall relieve the Company
                  of any obligation to make such payments.

         b.       The Employee acknowledges that his/her compliance with the
                  covenants in Sections 6 and 7 hereof is necessary to protect
                  the good will and other proprietary interests of the Company
                  and that, in the event of any violation by the Employee of the
                  provisions of Section 6 or 7 hereof, the Company will sustain
                  serious, irreparable and substantial harm to its business, the
                  extent of which will be difficult to determine and impossible
                  to remedy by an action at law for money damages. Accordingly,
                  the Employee agrees that, in the event of such violation or
                  threatened violation by the Employee, the Company shall be
                  entitle to an injunction before trial from any court of
                  competent jurisdiction as a matter of course and upon the
                  posting of not more than a nominal bond in addition to all
                  such other legal and equitable remedies as may be available to
                  the Company.

         c.       The rights and remedies of the Company as provided in this
                  Section 8 shall be cumulative and concurrent and may be
                  pursued separately, successively or together against Employee,
                  at the sole discretion of the Company, and may be exercised as
                  often as occasion therefor shall arise. The failure to
                  exercise any right or remedy shall in no event be construed as
                  a waiver or release thereof.

         d.       The Employee agrees to reimburse the Company for any expenses
                  incurred by it in enforcing the provisions of Sections 6 and 7
                  hereof if the Company prevails in that enforcement.

9.       INVENTIONS
         ----------

         Employee agrees to promptly disclose to the Company each discovery,
         improvement, or invention conceived, made, or reduced to practice
         (whether during working hours or otherwise) during the term of
         employment. Employee agrees to grant to the Company the entire interest
         in all of such discoveries, improvements, and inventions and to sign
         all patent/copyright applications or other documents needed to
         implement the provisions of this paragraph without additional
         consideration. Employee further agrees that all works of authorship
         subject to statutory copyright protection developed jointly or solely,
         while employed, shall be considered a work made for hire and any
         copyright thereon shall belong to the Company. Any invention, discovery
         or improvement conceived, made or disclosed during the one year period
         following the termination of employment with the Company shall be
         deemed to have been made, conceived or discovered during employment
         with the Company.






                                        3


         Employee acknowledges any discoveries, improvements and other
         inventions made prior to the date of initial employment with the
         Company or the date hereof, which have not been filed in the United
         States Patent Office, are attached on Exhibit A, which shall be
         executed by both the Employee and the Company.

10.      NO CURRENT CONFLICT
         -------------------

         Employee hereby assures the Company that he/she is not currently
         restricted by any existing employment or non-compete agreement that
         would conflict with the terms of this Agreement.

11.      TERM; TERMINATION AND TERMINATION BENEFITS
         ------------------------------------------

         a.       Employment is "at will" which means that either the Company or
                  Employee may terminate at any time, with or without cause or
                  good reason, upon written notice given at least 30 days prior
                  to termination.

         b.       This Agreement shall terminate upon the death of the Employee.
                  In addition, if, as a result of a mental or physical condition
                  which, in the reasonable opinion of a medical doctor selected
                  by the Company's Board of Directors, can be expected to be
                  permanent or to be of an indefinite duration and which renders
                  the Employee unable to carry out the job responsibilities held
                  by, or the tasks assigned to, the Employee immediately prior
                  to the time the disabling condition was incurred, or which
                  entitles the Employee to receive disability payments under any
                  long-term disability insurance policy which covers the
                  Employee for which the premiums are reimbursed by the Company
                  (a "Disability"), the Employee shall have been absent from
                  his/her duties hereunder on a full-time basis for 120
                  consecutive days, or 180 days during any twelve month period,
                  and within thirty (30) days after written notice (which may
                  occur before or after the end of such 120 or 180 day period)
                  by the Company to Employee of the Company's intent to
                  terminate the Employee's employment by reason of such
                  Disability, the Employee shall not have returned to the
                  performance of his/her duties hereunder, the Employee's
                  employment hereunder shall, without further notice, terminate
                  at the end of said thirty-day notice.

         c.       The Company may also terminate the Employee's employment under
                  this Agreement for Cause. For purposes of this Agreement the
                  Company shall have "Cause" to terminate the Employee's
                  employment if the Employee, in the reasonable judgment of the
                  Company, (i) fails to perform any reasonable directive of the
                  Company that may be given from time to time for the conduct of
                  the Company's business; (ii) materially breaches any of
                  his/her commitments, duties or obligations under this
                  Agreement; (iii) embezzles or converts to his/her own use any




                                        4


                  funds of the Company or any business opportunity of the
                  Company; (iv) destroys or converts to his/her own use any
                  property of the Company, without the Company's consent; (v) is
                  convicted of, or indicted for, or enters a guilty plea or plea
                  of no contest with respect to, a felony; (vi) is adjudicated
                  an incompetent or (vii) violates any federal, state, local or
                  other law applicable to the business of the Company or engages
                  in any conduct which, in the reasonable judgment of the
                  Company, is injurious to the business or interests of the
                  Company. The Company must give the Employee written notice of
                  the Employee's breach under sections 11.c.(i.), 11.c.(ii) and
                  11.c.(vii) and an opportunity to cure within fifteen (15) days
                  of such written notice. If the Employee fails to cure, the
                  Company may terminate the Employee for Cause and shall give
                  notice of termination to the Employee as required under
                  Section 11.a.

         d.       Upon any termination of this Agreement, the Company shall have
                  no further obligation to Employee other than for annual salary
                  and bonus earned through the date of termination, and no
                  severance pay or other benefits of any kind shall be payable;
                  provided, however, that in the event the Company terminates
                  this Agreement other than for Cause or as a result of the
                  death or Disability of the Employee, the Company shall provide
                  to the Employee (i) severance equal to 50% of his/her
                  then-current annual salary and applicable prorated bonus,
                  based on 100% performance, payable in one lump sum in
                  accordance with the Company's policy and (ii) continuation of
                  Benefits (as hereafter defined), subject to applicable benefit
                  plan provisions, for six months.

         e.       Notwithstanding any contrary provision contained in this
                  Agreement, upon the first occurrence of a Trigger Event (as
                  hereafter defined), the Employee shall be entitled to receive
                  (i) severance equal to 50% of his/her then-current annual
                  salary and applicable prorated bonus, based on 100%
                  performance, payable in one lump sum in accordance with the
                  Company's policy; (ii) continuation of Benefits (as hereafter
                  defined), subject to applicable benefit plan provisions, for
                  six months; and (iii) accelerated vesting of all stock
                  options, such that all stock options held by Employee
                  immediately prior to the date of the Change of Control (as
                  hereafter defined) shall become exercisable in full as of the
                  date of the Change of Control.

                  The term "Benefits" as utilized in this Section 11, shall mean
                  standard health, dental, disability, life and accident
                  insurance benefits, all of which are subject to any applicable
                  premium co-pay, and car allowance.

                  The term "Trigger Event" as utilized in this Section 11 shall
                  mean the occurrence of a Change of Control (as hereafter
                  defined) in connection with or after which either (i) the
                  Employee is terminated other than for Cause; (ii) the Employee
                  resigns his/her employment within 60 days after the Change of
                  Control because neither the Company nor the other party to the
                  Change of Control (the "Buyer") offers the Employee a position
                  with comparable responsibilities, authority, location and
                  compensation; or (iii) the Employee is employed by the Company
                  or the Buyer, or a division or subsidiary thereof, for one
                  year after the date of the Change in Control.





                                        5


                  The term "Change of Control", as utilized herein, shall mean:

                  (i)    A change of control of a nature that would be required
                         to be reported in the Company's proxy statement under
                         the Securities Exchange Act of 1934, as amended;

                  (ii)   The approval by the Board of Directors of a sale, not
                         in the ordinary course of business, of all or
                         substantially all of the Company's assets and business
                         to an unrelated third party and the consummation of
                         such transaction; or

                  (iii)  The approval by the Board of Directors of any merger,
                         consolidation, or like business combination or
                         reorganization of the Company, the consummation of
                         which would result in the occurrence of any event
                         described in clause (i) or (ii) above, and the
                         consummation of such transaction.

                  In order to implement the provisions of this Section 11.e., in
                  connection with any Change of Control, the Company shall, as a
                  condition thereto, accelerate the vesting of all unvested
                  stock options as of the date of the Change of Control or cause
                  the Buyer to either assume all stock options held by the
                  Employee immediately prior to the Change of Control or grant
                  equivalent substitute options containing substantially the
                  same terms, and the Company shall not otherwise take any
                  action that would cause any stock options held by the Employee
                  that are not then exercisable to terminate prior to the Change
                  of Control or Trigger Event, as otherwise permitted by the
                  Company's 2003 Stock Option Plan or as may be permitted by the
                  Buyer's stock option plan, respectively.

12.      MISCELLANEOUS
         -------------

         a.       This Agreement and any disputes arising herefrom shall be
                  governed by Pennsylvania law.

         b.       In the event that any provision of this Agreement is held to
                  be invalid or unenforceable for any reason, including without
                  limitation the geographic or business scope or duration
                  thereof, this Agreement shall be construed as if such
                  provision had been more narrowly drawn so as not to be invalid
                  or unenforceable.

         c.       This Agreement supersedes all prior agreements, arrangements,
                  and understandings, written or oral, relating to the subject
                  matter.

         d.       The failure of either party at any time or times to require
                  performance of any provision hereof shall in no way affect the
                  right at a later time to enforce the same. No waiver by either
                  party of any condition or of the breach by the other of any
                  term or covenant contained in this Agreement shall be
                  effective unless in writing and signed by the aggrieved party.
                  A waiver by a party hereto in any one or more instances shall
                  not be deemed or construed as a further or continuing waiver
                  of any such condition or breach or a waiver of any other
                  condition, or of the breach of any other term or covenant set
                  forth in this Agreement.




                                        6


         e.       Any notice required or permitted to be given under this
                  Agreement shall be in writing and shall be deemed to have been
                  given when delivered in person, sent by certified mail,
                  postage prepaid, or delivered by a nationally recognized
                  overnight delivery service addressed, if to the Company at 30
                  S. 17th Street, 8th Floor, Philadelphia, PA 19103 Attn:
                  President and if to the Employee, at the address of his/her
                  personal residence as maintained in the Company's records.


For Employee:                                        For the Company:


       Scott Grisanti                                       Bruce Johnson
- -----------------------------                        ---------------------------

                                                     Name:    Bruce Johnson
                                                          ----------------------

Date:    August 20, 2004                             Date:   August 20, 2004
     ------------------------                             ----------------------















                                        7

EX-31

                                                                    Exhibit 31.1

                                  CERTIFICATION
                                  -------------



I, Joseph Esposito, certify that:

1.      I have reviewed this quarterly report on Form 10-Q for the period ended
        September 30, 2004 of eResearchTechnology, Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and have:

        (a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

        (b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

        (c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the registrant's auditors and the audit committee of the registrant's
        board of directors:

        (a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

        (b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


        Date: November 4, 2004                         Joseph Esposito
                                                --------------------------------
                                                Joseph Esposito,
                                                President and Chief Executive
                                                Officer

EX-31

                                                                    Exhibit 31.2

                                  CERTIFICATION
                                  -------------



I, Bruce Johnson, certify that:

1.      I have reviewed this quarterly report on Form 10-Q for the period ended
        September 30, 2004 of eResearchTechnology, Inc.;

2.      Based on my knowledge, this report does not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make
        the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and have:

        (a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

        (b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

        (c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the registrant's auditors and the audit committee of the registrant's
        board of directors:

        (a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

        (b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


        Date: November 4, 2004                          Bruce Johnson
                                                --------------------------------
                                                Bruce Johnson,
                                                Senior Vice President and Chief
                                                Financial Officer

EX-32

                                                                    Exhibit 32.1





                      Statement of Chief Executive Officer

         Pursuant to Section 1350 of Title 18 of the United States Code





Pursuant to Section 1350 of Title 18 of the United States Code, the undersigned,
Joseph Esposito, the President and Chief Executive Officer of
eResearchTechnology, Inc. (the "Company"), hereby certifies that to the
undersigned's knowledge:

     The Company's Form 10-Q Quarterly Report for the period ended September 30,
     2004 (the "Report") fully complies with the requirements of Section 13(a)
     of the Securities Exchange Act of 1934; and

     The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.







Dated: November 4, 2004                                 Joseph Esposito
                                                   -----------------------------
                                                   Joseph Esposito,
                                                   President and Chief Executive
                                                   Officer

EX-32

                                                                    Exhibit 32.2



                      Statement of Chief Financial Officer

         Pursuant to Section 1350 of Title 18 of the United States Code





Pursuant to Section 1350 of Title 18 of the United States Code, the undersigned,
Bruce Johnson, the Sr. Vice President and Chief Financial Officer of
eResearchTechnology, Inc. (the "Company"), hereby certifies that to the
undersigned's knowledge:

     The Company's Form 10-Q Quarterly Report for the period ended September 30,
     2004 (the "Report") fully complies with the requirements of Section 13(a)
     of the Securities Exchange Act of 1934; and

     The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.







Dated: November 4, 2004                                    Bruce Johnson
                                                    ----------------------------
                                                    Bruce Johnson,
                                                    Sr. Vice President and Chief
                                                    Financial Officer