EXHIBIT 10.5


                             [ETRIALS LOGO OMITTED]



                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among between
CEA Acquisition Corporation, a Delaware corporation that from and after the
Effective Time shall have a principal place of business at 4000 Aerial Center
Parkway, Suite 100, Morrisville, NC 27560 (the "COMPANY"), etrials Worldwide,
Inc., a Delaware corporation that from and after the Effective Time shall be a
wholly-owned subsidiary of the COMPANY ("ETRIALS") and John Cline, (the
"EXECUTIVE"). This Agreement is entered into on August 22, 2005, but shall be
effective solely upon the Closing of the Merger pursuant to that certain Merger
Agreement by and among the COMPANY, ETRIALS, etrials Acquisition, Inc., and
certain stockholders of ETRIALS dated of even date herewith (the "Merger
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Merger Agreement. By executing this Agreement,
(i) ETRIALS and the EXECUTIVE are agreeing to terminate, effective upon the
Closing, that certain Employment Agreement by and between ETRIALS and the
EXECUTIVE dated as of December 12, 2003, and (ii) the EXECUTIVE is agreeing that
the Merger does not constitute a "Change in Control" for purposes of either his
prior Employment Agreement or this Agreement.

1. EMPLOYMENT.

The COMPANY hereby employs the EXECUTIVE, and the EXECUTIVE hereby agrees to
accept employment from the COMPANY as its President and Chief Executive Officer.
The EXECUTIVE shall also serve as the President and Chief Executive Officer of
ETRIALS. The EXECUTIVE will

                                      -1-


report to the Board of Directors of the COMPANY, and he agrees during the term
of his employment under this Agreement to perform the duties and
responsibilities of such position as may be assigned him from time to time by
the Board of Directors of the COMPANY. The EXECUTIVE shall perform his duties in
a manner that is consistent with the requirements of the Delaware General
Corporation Law and the policies of the COMPANY. The EXECUTIVE further agrees to
use his best efforts to promote the interests of the COMPANY and to devote his
full business time and energies to the business and affairs of the COMPANY. The
EXECUTIVE may, however, engage in civic and not-for-profit activities for which
no compensation (other than reimbursement of his actual expenses incurred in
performance of such activities) is paid to him, so long as such activities do
not materially interfere with the performance of his duties to the COMPANY
hereunder.

2. TERM OF EMPLOYMENT.

The employment under this Agreement shall commence on the Closing Date and shall
continue for a period of two (2) years thereafter, unless earlier terminated
pursuant to the provisions of this Agreement; and it shall be renewed for
successive periods of one (1) year unless either party shall give notice of
non-renewal, within sixty (60) days of the expiration of the initial two-year
term or any such one-year renewal term.

3. COMPENSATION.

          (a) BASE SALARY. As compensation for services provided to the COMPANY,
          the EXECUTIVE shall receive a salary at the annual rate of two hundred
          fifty thousand dollars ($250,000), (the "Base Salary") to be paid as
          and when other employees of the COMPANY are paid, less such payroll
          and withholding taxes as required by law to be deducted and such other
          deductions as the EXECUTIVE shall authorize in writing. The Base
          Salary shall be pro-rated for any partial month at either the
          commencement or termination of the

                                      -2-


          employment. Such Base Salary shall be reviewed, and any increases in
          the amount thereof shall be determined, by the Board of Directors in
          its sole discretion at the end of each twelve-month period of
          employment during the term hereof. There shall be no decrease in the
          amount of the Base Salary below the amount stated above.

          (b) PERFORMANCE BONUS. The EXECUTIVE shall be eligible for a
          performance bonus of up to 100% of Base Salary, based upon factors to
          be determined, in writing, by the Compensation Committee of the
          COMPANY's Board of Directors. The Compensation Committee will
          determine the factors for the performance bonus within forty-five (45)
          days after the Board of Directors approves the budget for that year.

          (c) BONUS. In addition to the performance bonus provided for in
          paragraph (b) above, the EXECUTIVE shall be eligible for and may
          receive bonuses, the amount of which, if any, shall be determined
          solely within the discretion of the Board of Directors, provided that
          such bonus, when cumulated with the performance bonus, shall not
          exceed 100% of Base Salary. It is understood and agreed that for
          calendar year 2005, ETRIALS shall pay the EXECUTIVE a bonus of
          thirty-three thousand four hundred fifty dollars ($33,450) no later
          than December 31, 2005.

          (d) STOCK OPTIONS. The Compensation Committee, at its first meeting
          following the Closing (which shall be held within forty-five (45) days
          of the Closing Date), shall grant the EXECUTIVE options to acquire
          five hundred thousand (500,000) shares of the COMPANY's common stock
          pursuant to the COMPANY's Performance Equity Plan then in effect. The
          exercise price for such options shall be the fair market value of the
          COMPANY's common stock on the date of grant. Such options shall vest
          quarterly in arrears over a four (4) year period from the date of
          grant.


                                      -3-


          (e) PAYMENT. Notwithstanding anything in this Agreement to the
          contrary, the parties shall use commercially reasonable efforts to
          make all payments made pursuant to this Agreement at such times as
          shall not result in additional taxation to the EXECUTIVE pursuant to
          the provisions of Section 409A of the Internal Revenue Code of 1986,
          as amended.

4. PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES.

          (a) BENEFIT PLANS. During the term of this Agreement, the EXECUTIVE
          shall be provided with medical insurance, life and disability
          insurance, vacation benefits (four (4) weeks), sick leave benefits,
          holidays, car allowance of five hundred dollars ($500) per month and
          other benefits which are not less than, and on terms no less favorable
          than, those that the COMPANY and/or ETRIALS provides generally to its
          other executive employees, if any. EXECUTIVE (and any dependents) must
          meet the eligibility requirements of any such plans as a condition to
          his (and their) participation.

          (b) REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this
          Agreement, the COMPANY shall reimburse the EXECUTIVE promptly for all
          reasonable expenditures fees incurred by the EXECUTIVE in the course
          of performing services pursuant to this Agreement, which expenses may
          include, but are not limited to, travel (but excluding expenses
          arising in connection with the use of EXECUTIVE's personal automotive
          vehicles, which are intended to be covered by the allowance referred
          to in paragraph (a), above, entertainment, meetings, parking,
          publications, association dues, and conference, provided that the
          EXECUTIVE provides proper evidence of such expenses and submits his
          requests for reimbursement in accordance with the policies and
          procedures of the COMPANY then in effect.

5. TERMINATION OF EMPLOYMENT.

                                      -4-


The EXECUTIVE'S employment hereunder may be terminated only as follows:

          (a) WITHOUT CAUSE BY THE COMPANY. The COMPANY may terminate the
          EXECUTIVE'S employment hereunder without Cause (as defined in
          paragraph (b), below), only upon action by the COMPANY's Board of
          Directors, and upon not less than ten (10) days' prior written notice
          to the EXECUTIVE.

          (b) FOR CAUSE, BY THE COMPANY. The COMPANY (which for purposes of this
          paragraph (b) shall include ETRIALS) may terminate the EXECUTIVE'S
          employment hereunder for Cause immediately and with prompt notice to
          the EXECUTIVE, which Cause shall be determined in good faith solely by
          the COMPANY's Board of Directors, after providing the EXECUTIVE with
          written notice and an opportunity to be heard. "Cause" for termination
          shall include the following conduct of the EXECUTIVE:

               (i) Material breach of this Agreement by the EXECUTIVE, which
               breach shall not have been cured by the EXECUTIVE within thirty
               (30) days of receipt of written notice of said breach;

               (ii) Willful misconduct as an employee of the COMPANY that
               results in material economic detriment to the COMPANY, including
               but not limited to: intentionally misappropriating any funds or
               property of the COMPANY; attempting to willfully obtain any
               personal profit from any transaction in which the EXECUTIVE has
               an interest with is adverse to the interests of the COMPANY; or
               any other act or omission which substantially impairs the
               COMPANY'S ability to conduct its business in its usual manner;

               (iii) Neglect or unreasonable refusal to perform the material
               duties and responsibilities assigned to the EXECUTIVE by the
               Board of Directors or pursuant to this Agreement after written
               warning from the COMPANY specifying the duties or
               responsibilities which the EXECUTIVE has failed to perform;

               (iv) Actions by the EXECUTIVE which expose the COMPANY to
               substantial liability such, including, without limitation,
               discrimination or sexual harassment;

               (v) Violations of any written policy of the COMPANY, including
               its insider trading policy and ethics policy, if the EXECUTIVE
               knows or should know the action or omission of EXECUTIVE which
               constitutes a violation of these policies;

                                      -5-


               (vi) Violation of, by the EXECUTIVE, or causing the COMPANY to
               violate, any securities laws, rules or regulations or violation
               of any whistleblower protection policy of the COMPANY or
               applicable law;

               (vii) Any attempt to mislead, or unduly influence, whether or not
               successful, the independent auditors of the COMPANY, if the Board
               of Directors determines the action or omission was intentional;

               (viii) Failure to maintain internal financial processes, systems
               and controls consistent with the recommendations of the
               independent auditors, the members of the Audit Committee or the
               Board of Directors or applicable law, rules or regulations;

               (ix) Any failure to disclose a material fact about the COMPANY to
               the Board of Directors, if the Board of Directors determines the
               failure was intentional;

               (x) Causing the COMPANY to take any action which would cause
               EXECUTIVE to earn any bonus, if the Board of Directors determines
               the action was taken in bad faith; and

               (xi) Conviction of a felony.

          (c) FOR GOOD REASON BY THE EXECUTIVE. The EXECUTIVE may terminate
          employment hereunder for Good Reason immediately and with prompt
          notice to the COMPANY, subject to Section 11 of this Agreement. "Good
          Reason" for termination by the EXECUTIVE shall be limited to the
          following conduct of the COMPANY:

               (i) Material breach of any provision of this Agreement by the
               COMPANY, which breach shall not have been cured by the COMPANY
               within thirty (30) days of receipt of written notice of said
               breach; and

               (ii) The assignment to the EXECUTIVE of duties inconsistent with
               the EXECUTIVE'S position, authority, duties or responsibilities
               as contemplated by Section 1 of the Agreement, or any other
               action by the COMPANY which results in a material diminution of
               such position, authority, duties or responsibilities, or which
               materially impair the EXECUTIVE'S ability to function, excluding
               for this purpose any isolated action not taken in bad faith and
               which is promptly remedied by the COMPANY after receipt of
               written notice thereof given by the EXECUTIVE. Notwithstanding
               the foregoing, suspension of the EXECUTIVE while the Board of
               Directors conducts any investigation into the conduct of the
               EXECUTIVE or the removal of authority or responsibility of the
               EXECUTIVE over any matter or person or any action to avoid or
               decrease liability exposure, taken on advice of legal counsel to
               the COMPANY shall not constitute Good Reason.

                                      -6-


          (d) DEATH. The period of employment of the EXECUTIVE hereunder shall
          terminate automatically in the event of his death.

          (e) DISABILITY. In the event that the EXECUTIVE shall be unable to
          perform the duties hereunder for a period of one hundred eighty (180)
          consecutive days by reason of disability as a result of illness,
          accident or other physical or mental incapacity or disability, the
          COMPANY may, in its discretion, by giving written notice to the
          EXECUTIVE, terminate the EXECUTIVE'S employment hereunder as long as
          the EXECUTIVE is still disabled on the effective date of such
          termination.

6. COMPENSATION IN THE EVENT OF TERMINATION.
In the event that the EXECUTIVE'S employment pursuant to this Agreement
terminates prior to the end of the Term of this Agreement for a reason provided
in Section 5 hereof, or in the event the Term is not renewed pursuant to Section
2 hereto, the COMPANY shall pay the EXECUTIVE compensation as set forth below:

          (a) TERMINATION BY THE EXECUTIVE FOR GOOD REASON OR BY THE COMPANY
          WITHOUT CAUSE. In the event that the EXECUTIVE'S employment hereunder
          is terminated (i) by the COMPANY without Cause, (ii) by the EXECUTIVE
          for Good Reason, (iii) by the EXECUTIVE refusing to renew this
          Agreement for Good Reason, or (iv) by the COMPANY refusing to renew
          this Agreement without Cause, then the COMPANY shall provide the
          EXECUTIVE the following severance benefits (the "Severance Benefits"):

               (i) Annual Base Salary and other Compensation as set forth in
               Section 3 hereof that was earned up until the date of
               termination, as well as any unreimbursed expenses;

               (ii) Base Salary at one hundred percent (100%) of the annualized
               rate in effect on the date of termination, for twelve (12) months
               after termination of employment (the "Salary Continuation
               Period") payable as and when employees of the COMPANY are paid in
               accordance with normal payroll procedures; provided that in the
               event

                                      -7-


               such termination is as a result of a Change in Control as defined
               in Section 6(b), below, then the Salary Continuation Period shall
               be eighteen (18) months.

               (iii) Any unpaid bonus the Board of Directors previously
               determined was earned by the EXECUTIVE, unless at the time of
               such determination the Board of Directors was not aware of facts
               which it reasonably would have taken into account had such facts
               been known.

               (iv) The COMPANY shall pay a pro rata share (based on the number
               of days of that year before and after termination) of any
               performance bonus based on performance of the COMPANY for the
               year in which employment terminates, if at the end of the year
               during which termination of employment occurs, the COMPANY'S
               performance meets the bonus criteria for that year. The COMPANY
               shall pay a pro rata share (based on the number of days of that
               year before and after termination) of any performance bonus based
               on the individual performance of the EXECUTIVE, unless (x) the
               Board of Directors in good faith concludes that prior to
               termination of employment, the EXECUTIVE'S behavior was
               inconsistent with such criteria, or (y) the Board of Directors in
               good faith concludes the EXECUTIVE would not have been able to
               achieve the performance criteria had employment continued for the
               full year. Payment, if any, shall be made at the time the bonuses
               would have been paid had employment not terminated.

               (v) Continuing coverage for the EXECUTIVE and his eligible
               dependents, under all of the COMPANY'S or ETRIALS' medical and
               dental benefit plans, programs and policies in effect as of the
               date of termination if permitted under the COMPANY'S or ETRIALS'
               plans until the earlier of the Salary Continuation Period or the
               date, or dates, that he becomes eligible for equivalent coverage
               and benefits under the plans and programs of a subsequent
               employer, provided that if by the terms of such benefit plans,
               the EXECUTIVE or his family cannot be covered after termination
               of employment, the COMPANY shall make reasonable efforts to
               obtain or pay for equivalent coverage for the EXECUTIVE, provided
               the EXECUTIVE and his family are insurable and further provided
               that the COMPANY shall not be required to pay more than $10,000.

               (vi) Notwithstanding any COMPANY policy to the contrary, payment
               of up to sixty (60) days of accrued but unused vacation time for
               the period from the commencement of his employment with ETRIALS
               through the EXECUTIVE'S effective date of termination. Accrued
               but unused vacation time for periods prior to the Closing Date
               shall be assumed by COMPANY.

               (vii) All unvested stock options granted to the EXECUTIVE that
               are scheduled to vest within a one (1) year period after the
               termination date shall immediately vest and remain exercisable
               for a period of one (1) year from the termination date and all
               other unvested options shall immediately terminate. Any vested
               options shall be exercisable on a cashless basis for a period of
               ninety (90) days following the termination date.

                                      -8-


               (viii) The EXECUTIVE shall not be required to mitigate the amount
               of any payment provided for in this Section 6(a) by seeking
               employment or otherwise.

          (b) TERMINATION BY THE COMPANY IN EVENT OF A CHANGE IN CONTROL. In the
          event that during the period beginning three (3) months before the
          occurrence of a "Change in Control" (as such term is defined in
          Section 8 hereof) and ending one (1) year after a Change in Control
          the EXECUTIVE'S employment is terminated: (i) by the EXECUTIVE for
          Good Reason, (ii) by the COMPANY (or its successor or acquirer)
          without Cause, (iii) by expiration of this Agreement due to the
          EXECUTIVE refusing to renew this Agreement for Good Reason, or (iv) by
          expiration of this Agreement due to COMPANY (or its successor or
          acquirer) refusing to renew this Agreement without Cause, then in
          addition to the benefits provided for in Section 6(a) above, and
          notwithstanding any terms to the contrary of applicable agreements
          pursuant to the Performance Equity Plan executed by the COMPANY and
          the EXECUTIVE, all of the EXECUTIVE'S outstanding stock options and
          restricted stock will immediately become vested and exercisable, and
          any provision of such options which provides for termination of the
          option upon, or within a stated time after termination of employment,
          shall become void and such option shall become a nonqualified stock
          option for tax purposes if it was not already a nonqualified option.
          The options shall remain exercisable for a period of one (1) year from
          the termination date; any such options shall be exercisable on a
          cashless basis for a period of ninety (90) days following the
          termination date.

          (c) TERMINATION DUE TO THE EXECUTIVE'S DEATH, OR BY THE COMPANY UPON
          THE EXECUTIVE'S DISABILITY. In the event of the EXECUTIVE'S death or
          if the COMPANY shall terminate the EXECUTIVE'S employment hereunder
          for disability pursuant to Section

                                      -9-


          5 (d) hereof, the COMPANY shall pay the EXECUTIVE, or his personal
          representative, as applicable:

               (i) Annual Base Salary and other compensation as set forth in
               Section 3 hereof that was earned up until the date of
               termination, as well as any unreimbursed expenses;

               (ii) Base Salary at the annualized rate in effect on the date of
               termination for a period of three (3) months in the event of
               termination because of the EXECUTIVE'S death, and the period
               between the date of termination as a result of the EXECUTIVE'S
               disability until the effective date of the EXECUTIVE'S
               eligibility for the benefits pursuant to any applicable long-term
               disability insurance policy that may be in effect, up to a
               maximum of six (6) months;

               (iii) The COMPANY shall pay any bonus on the same conditions as
               if termination was by the COMPANY without cause pursuant to
               Section 6(a).

               (iv) Notwithstanding any COMPANY policy to the contrary, payment
               of up to sixty (60) days of accrued but unused vacation time for
               the period from the commencement of his employment with ETRIALS
               through the EXECUTIVE'S effective date of termination. Accrued
               but unused vacation time for periods prior to the Closing Date
               shall be assumed by COMPANY.

          (d) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE WITHOUT
          GOOD REASON. In the event that the COMPANY shall terminate the
          EXECUTIVE'S employment hereunder for Cause, or the EXECUTIVE shall
          terminate employment hereunder without Good Reason, the COMPANY shall
          pay the EXECUTIVE's Base Salary and other compensation as set forth in
          Section 3 hereof that was earned up until the date of termination, as
          well as any unreimbursed expenses, and accrued but unused vacation
          time, up to the number of days afforded all employees under the
          COMPANY's vacation policy in effect on the date of termination of
          employment.

          (e) LIABILITY RELEASE. The COMPANY may withhold any payment or other
          benefit following termination of employment, unless the EXECUTIVE
          executes and delivers to the

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          COMPANY a written mutual liability release for in form and substance
          reasonably acceptable to the COMPANY and the EXECUTIVE.

7. NON-COMPETITION, CONFIDENTIALITY, AND CONFLICTS OF INTEREST.

          (a) CONFIDENTIALITY. The EXECUTIVE acknowledges that as a result of
          his current and prior employment with the COMPANY and ETRIALS, (i)
          EXECUTIVE has obtained and will obtain secret and confidential
          information concerning the business of the COMPANY and its
          subsidiaries and affiliates (referred to collectively in this
          paragraph (a) as the COMPANY), including, without limitation,
          financial information, proprietary rights, trade secrets and
          "know-how," strategic plans and partners, customers and sources
          ("Confidential Information"); (ii) the COMPANY will suffer substantial
          damage which will be difficult to compute if, during the period of his
          employment with the COMPANY or thereafter, the EXECUTIVE should enter
          a business competitive with the COMPANY or divulge Confidential
          Information; and (iii) the provisions of this Section 7 are reasonable
          and necessary for the protection of the business of the COMPANY.
          Accordingly, the EXECUTIVE agrees that he will not at any time, either
          during the term of this AGREEMENT or thereafter, divulge to any person
          or entity any CONFIDENTIAL INFORMATION obtained or learned by him as a
          result of his employment with the COMPANY or ETRIALS, except: (i) in
          the course of performing his duties hereunder; (ii) with the COMPANY's
          express written consent; (iii) to the extent that any such information
          is in the public domain other than as a result of the EXECUTIVE's
          breach of any of his obligations hereunder; or (iv) where required to
          be disclosed by court order, subpoena or other government process. If
          the EXECUTIVE is required to make a disclosure pursuant to the
          provisions of clause (iv) of the preceding sentence, he shall
          promptly, but in no event

                                      -11-


          more than seventy-two (72) hours after learning of such subpoena,
          notify the COMPANY of such court order, subpoena or government
          process. At the COMPANY's expense, the EXECUTVE shall: (i) take all
          reasonably necessary and lawful steps required by the COMPANY to
          defend against the enforcement of such court order, subpoena or other
          government process; and (ii) permit the COMPANY to intervene and
          participate with counsel of its choice in any proceeding relating to
          the enforcement thereof.

          (b) RESTRICTIVE COVENANT. During the term of this Agreement and for
          twelve (12) months following the later of (i) the termination date of
          the EXECUTIVE'S employment under this Agreement, and (ii) if this
          Agreement is terminated by the COMPANY for Cause, the expiration of
          the then-current term of this Agreement, the EXECUTIVE shall not,
          without first obtaining the prior written approval of the COMPANY,
          directly or indirectly engage in any activities in competition with
          the COMPANY, or accept employment or establish a business relationship
          with a business engaged in competition with the COMPANY, in any
          geographical area in which the COMPANY, as of the termination date,
          either is conducting or has made known to the EXECUTIVE prior to his
          termination that it has plans to conduct business. The EXECUTIVE
          hereby agrees that the COMPANY'S business, which is Internet based, is
          currently conducted throughout the United States and in many countries
          of the world, notwithstanding that COMPANY does not have a physical
          location in all these places. For these purposes, the COMPANY'S
          business shall be deemed to include (i) the business actually
          conducted by the COMPANY immediately prior to termination of
          employment, and (ii) any business the COMPANY took active steps
          (including, without limitation, business planning, market research, or
          product development efforts) prior to termination of employment to
          conduct after termination of employment. In the event that the

                                      -12-


          EXECUTIVE undertakes any such activities without written permission
          from COMPANY, then in addition to any other remedy the COMPANY may
          otherwise have, COMPANY'S obligation to pay EXECUTIVE severance
          compensation under this Agreement shall cease. For purposes of
          interpreting the restrictive covenants set forth in this Section 7(b),
          all references to the COMPANY shall be deemed to include ETRIALS.

          (c) CONFLICTS OF INTEREST. During his employment, the EXECUTIVE agrees
          not to acquire, assume or participate in, directly or indirectly, any
          position or interest known by him to be adverse or antagonistic to the
          COMPANY, its business or prospects. If, after a position or interest
          is acquired or assumed or after participation therein commences, such
          position or interest becomes adverse or antagonistic to the COMPANY,
          the EXECUTIVE shall use reasonable commercial efforts to terminate or
          dispose of such position or interest as promptly as practicable.

          (d) NON-INTERFERENCE. While employed by the COMPANY, and for a period
          of twelve (12) months immediately following the later of (i) the
          termination of his employment under this Agreement, and (ii) if this
          Agreement is terminated by the COMPANY for Cause, the expiration of
          the then-current term of this Agreement, the EXECUTIVE will not
          interfere with the business of the COMPANY by:

               (i) Soliciting, attempting to solicit, inducing or otherwise
               causing any employee of the COMPANY to terminate his or her
               employment; or

               (ii) Directly or indirectly soliciting the business of any
               customer or prospective customer of the COMPANY which at the time
               of termination or one (1) year prior thereto was listed on the
               COMPANY'S customer list or records, which solicitation, if
               successful, would result in the loss of business or potential
               business for the COMPANY so long as the potential business is
               within the COMPANY'S business or is a logical extension of such
               business as it exists at the time of the EXECUTIVE'S termination.

                                      -13-


          (e) RETURN OF MATERIALS. Upon termination of his employment with the
          COMPANY, the EXECUTIVE shall promptly deliver to the COMPANY all
          memoranda, notes, records, reports, manuals, drawings, blueprints and
          other documents (and all copies thereof) relating to the business of
          the COMPANY and all property associated therewith, which he may then
          possess or have under his control; provided, however, that the
          EXECUTIVE shall be entitled to retain copies of such documents
          reasonably necessary to document his financial relationship with the
          COMPANY.

          (f) SPECIFIC ENFORCEMENT. The EXECUTIVE acknowledges that a remedy at
          law for any breach or threatened breach by him of the provisions of
          this Section 7 would be inadequate to protect the COMPANY against the
          consequences of such breach, and he therefore agrees that (i) the
          COMPANY shall be entitled to injunctive relief in case of any such
          breach or threatened breach without posting any bond and (ii) the
          EXECUTIVE shall account for and pay over to the COMPANY all monetary
          damages suffered by the COMPANY as the result of any transactions
          constituting a breach of any of the provisions of this Section 7.
          Nothing in this provision shall be construed to prevent the EXECUTIVE
          from continuing to use the knowledge and information that he possessed
          prior to commencing employment with the COMPANY or ETRIALS, or any
          non-Confidential Information he acquired during his employment, in any
          lawful manner following termination of his employment hereunder.

8. CHANGE IN CONTROL
The term "Change in Control" as used in the Agreement shall mean the first to
occur, after the Closing Date, of any of the following:

                                      -14-


          (a) The effective date or date of consummation of any transaction or
          series of transactions (other than a transaction to which only the
          COMPANY and one or more of its subsidiaries are parties) pursuant to
          which the COMPANY:

               (i) Becomes a subsidiary of another corporation;

               (ii) Is merged or consolidated with or into another corporation;

               (iii) Engages in an exchange of shares with another corporation;
               or

               (iv) Transfers, sells or otherwise disposes of all or
               substantially all of its assets to a single purchaser (other than
               the EXECUTIVE) or a group of purchasers (none of whom is the
               EXECUTIVE);

          Provided, however, that this Subsection (a) shall not be applicable to
          a transaction or series of transactions in which a majority of the
          capital stock of the other corporation, following such transaction or
          series of transactions, is owned or controlled by the holders of a
          majority of the COMPANY'S outstanding capital stock immediately before
          such sale, transfer or disposition; or

          (b) The date upon which any person (other than the EXECUTIVE), group
          of associated persons acting in concert (none of whom is the
          EXECUTIVE) or corporation becomes a direct or indirect beneficial
          owner of shares of stock of the COMPANY representing an aggregate of
          more than fifty percent (50%) of the votes then entitled to be cast at
          an election of directors of the COMPANY; provided, however, that this
          paragraph (b) shall not be applicable to a transaction or series of
          transactions in which the entity acquiring such ownership in excess of
          fifty percent (50%) is a person or entity who is eligible, pursuant to
          Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended,
          to file a statement on Schedule 13G with respect to its beneficial
          ownership of the COMPANY'S capital stock, whether or not such person
          or entity shall have filed a Schedule 13G (unless such person or

                                      -15-


          entity shall have filed a Schedule 13D with respect to beneficial
          ownership of fifteen percent (15%) or more of the COMPANY'S capital
          stock); and provided, further, that the acquisition of shares in a
          bona fide public offering or private placement of securities by an
          investor who is acquiring such shares for passive investment purposes
          only shall not constitute a "Change in Control;" or

          (c) The date upon which the persons who were members of the Board of
          Directors of the COMPANY immediately after the Closing (the "Current
          Directors") cease to constitute a majority of the Board of Directors;
          provided, however, that any new director whose nomination or selection
          has been approved by the affirmative vote of at least a majority of
          the Current Directors then in office shall also be deemed a Current
          Director.

9. NOTICES.
For purposes of this Agreement, notices and other communications provided for in
the Agreement shall be in writing (whether or not specifically required
elsewhere in this Agreement to be in writing) and shall be deemed to have been
duly given when delivered or mailed by United States Registered or Certified
Mail, return receipt requested, postage prepaid, addressed as follows:

         If to the EXECUTIVE:   at the address on the signature page

         If to the COMPANY:     CEA Acquisition Corporation
                                Attn: Chief Financial Officer
                                4000 Aerial Center Parkway
                                Morrisville, NC 27560

         If to ETRIALS:         etrials Worldwide, Inc.
                                Attn: Chief Financial Officer
                                4000 Aerial Center Parkway
                                Morrisville, NC 27560

or at such other address as any party may have furnished to the other in writing
subsequent to the execution of this Agreement.

                                      -16-


10. APPLICABLE LAW.

This Agreement is covered by the laws of the State of North Carolina.

11. SEVERABILITY AND SECTION 7 SURVIVAL.

The provisions of Section 7 of this Agreement shall survive any termination or
expiration of this Agreement whether by the EXECUTIVE for Good Reason or without
Good Reason or by the COMPANY for Cause or without Cause or otherwise. If the
geographic scope of Section 7(b) is determined to be too broad, the geographic
scope shall be modified to be the smaller of (i) the United States, or (ii) such
other geographic location as the court deems reasonable. If any provision of
this Agreement is determined to be invalid or is in any way modified by any
governmental agency, tribunal or court of competent jurisdiction, such
determination shall be considered as relating only to a separate, distinct, and
independent part of this Agreement and shall not affect the validity or
enforceability of any of the remaining provisions of this Agreement.

12. SUCCESSOR RIGHTS AND ASSIGNMENT.

This Agreement shall bind, inure to the benefit of and be enforceable by the
EXECUTIVE's personal or legal representatives, executors, administrators,
successors, heirs, distributees, and legatees. The rights and obligations of the
COMPANY (including, without limitation, Section 7) under this Agreement may be
assigned by the COMPANY, in which event it shall be binding upon, and inure to
the benefit of, the person(s) or entity to whom it is assigned. The EXECUTIVE
may not assign his duties hereunder and he may not assign any of his rights
hereunder without the written consent of the COMPANY.

13. REPRESENTATIONS OF THE EXECUTIVE.

                                      -17-


The EXECUTIVE represents and warrants that his entry into and the performance of
the duties and obligations called for herein do not breach or otherwise violate
any legal obligation of the EXECUTIVE, whether common law, statutory or
contractual.

14.  DISPUTES.

Any disputes related to this Agreement shall be resolved by binding arbitration
to be held in Raleigh, North Carolina under the rules of the American
Arbitration Association that pertain to commercial disputes, provided, however,
that nothing herein shall prevent the COMPANY from seeking and obtaining
remedies in the courts for, or to prevent, any violation of Section 7 by the
EXECUTIVE and for any matter that also constitutes a violation of law. The
decision of the arbitrators shall be final and binding and non-appealable.

15. ENTIRE AGREEMENT, AMENDMENTS; WAIVERS.

This Agreement contains the entire agreement of the parties concerning the
EXECUTIVE'S employment and all promises, representation, understandings,
arrangements and prior agreements on such subject are merged herein and
superseded hereby. The provisions of this Agreement may not be amended,
modified, repealed, waived, extended or discharged except by an agreement in
writing signed by the party against whom enforcement of any amendment,
modification, repeal, waiver, extension or discharge is sought. No person acting
other than pursuant to a resolution of the Board of Directors of the COMPANY
shall have authority on behalf of the COMPANY to agree to, amend modify, repeal,
waive, extend or discharge any provision of this Agreement or anything in
reference thereto or to exercise any of the COMPANY'S rights to terminate or
fail to extend this Agreement. Notwithstanding the foregoing, the approval by
the EXECUTIVE shall not be necessary for any amendment or waiver of any
provision which upon advice of legal counsel is inconsistent with any


                                      -18-


existing or future law, rule or regulation, including those of stock exchanges
and other quotation services on which the COMPANY'S stock is traded, quoted or
listed.



                         [Signatures on following page.]










                                      -19-


IN WITNESS WHEREOF, the EXECUTIVE and the COMPANY have signed this Agreement on
the dates indicated below.

                                             EXECUTIVE:



Dated:   August 22, 2005                     s/ John Cline
                                             -----------------------------------
                                             John Cline
                                             Address: 204 Legault Drive
                                                      Cary, North Carolina 27513

Dated August 22, 2005                        CEA ACQUISITION CORPORATION


                                             By: s/ Robert Moreyra
                                                 -------------------------------
                                                 Robert Moreyra
                                                 Executive Vice President

                                             ETRIALS WORLDWIDE, INC.



Dated: August 22, 2005                       By: s/ James W. Clark, Jr.
                                                 -------------------------------
                                                 James W. Clark, Jr.
                                                 Vice President and
                                                 Chief Financial Officer






                                      -20-