Exhibit 10.35


    
      

    

    Exhibit
      10.35

    

      
        	
                Customer
                  No. __________

              
	
                Loan
                  No. ______________

              


      

      


      


      
        	
                RBC
                  Centura

                 

              	
                THIRD
                  MODIFICATION AGREEMENT

                (KBI)

              


      

      


      This
        THIRD
        MODIFICATION AGREEMENT
        (“Agreement”)
        is
        made, entered and effective as of the 17th day of March, 2006 by and between
        ETRIALS,
        INC.,
        a
        Delaware corporation, formerly known as etrials Worldwide, Inc. (“Borrower”),
        ETRIALS
        WORLDWIDE, INC., a
        Delaware corporation, formerly known as CEA Acquisition Corporation
        (“Worldwide
        US”),
        and
ETRIALS
        WORLDWIDE LIMITED,
        a
        corporation organized under the laws of the United Kingdom (“Worldwide
        UK”,
        and
        together with Worldwide US, collectively, “Guarantors”),
        and
RBC
        CENTURA BANK,
        a North
        Carolina banking corporation (“Bank”).

      


      RECITALS

      


      A.    Borrower
        made and delivered a Commercial Promissory Note dated February 1, 2005 in
        the
        original principal amount of up to One Million Dollars ($1,000,000.00) (as
        such
        Note has or may have been amended, modified, replaced or restated, the
“Revolving
        Note”),
        and a
        Commercial Promissory Note dated February 1, 2005 in the original principal
        amount of up to Three Hundred Thousand Dollars ($300,000.00) (as such Note
        has
        or may have been amended, modified, replaced or restated, the “Equipment
        Note”,
        and
        together with the Revolving Note, collectively, the “Notes”),
        each
        in favor of Bank, its successors or assigns. Borrower’s payment and performance
        under the Notes is guaranteed by Worldwide UK pursuant to the terms of that
        certain Unconditional Guaranty Agreement dated February 1, 2005 (as such
        Unconditional Guaranty Agreement has or may have been amended, modified,
        replaced or restated, the “UK Guaranty”)
        and
        Worldwide US pursuant to the terms of that certain Unconditional Guaranty
        Agreement dated February 14, 2006 (as such Unconditional Guaranty Agreement
        has
        or may have been amended, modified, replaced or restated, the “US Guaranty”)
        and
        the Notes are secured by, among other things, a Loan and Security Agreement
        dated February 1, 2005 by and between Borrower and Bank (as such Loan and
        Security Agreement has or may have been amended, modified, replaced or restated,
        the “Loan
        Agreement”),
        and
        by such other financing statements, agreements, documents, pledges and/or
        instruments between Borrower, Guarantors and Bank, or from Borrower and/or
        Guarantors to Bank and relating to the payment and performance of the Notes
        (collectively, including the Notes, UK Guaranty, US Guaranty, Loan Agreement,
        First Modification Agreement and Second Modification Agreement, as the same
        may
        be amended, modified, replaced or restated from time to time, the “Loan
        Documents”).
        The
        loans made pursuant to the Loan Documents are collectively referred to herein
        as
        the “Loan”.
        

       

      B.    The
        Loan
        was modified pursuant to a Modification Agreement dated as of June 6, 2005
        by
        and between Borrower, Worldwide UK and Bank (the “First
        Modification Agreement”)
        and a
        Second Modification Agreement dated as of January 13, 2006 by and between
        Borrower, Worldwide UK and Bank (the “Second
        Modification Agreement”). 

       

      C.    Borrower
        has requested that Bank agree to further modify the Loan as set forth herein,
        and Bank has agreed to do so at the present time provided (i) Bank is not
        required to, nor will by virtue of such modification be deemed to, waive
        any
        known or unknown default under the Loan, and (ii) Borrower timely complies
        with
        the terms and conditions of this Agreement.

       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      


       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual covenants and
        promises set forth in this Agreement and other good and valuable consideration,
        the receipt and independent sufficiency of which are hereby acknowledged,
        the
        parties agree as follows:

       

      1.    Incorporation
        of Recitals and Exhibits.
        The
        foregoing
        Recitals are hereby incorporated in this Agreement.

      


      2.    Modifications
        to Revolving Note and Conforming Modification to Loan Documents.
        Section
        2.2 of the Revolving Note is hereby deleted in its entirety, and a new Section
        2.2 is hereby inserted in lieu thereof, reading as 

      follows:

      


      “Principal
        Payment Terms; Maturity Date.
        As
        stated in Section 2.1 above, payments under this Note include an interest
        component and a principal component. The interest component is set forth
        in
        Section 2.1 above. The principal component shall be paid in one single payment
        on April 30, 2006 (herein referred to as the “Maturity Date”), when one final
        payment of the entire balance of principal, interest, fees, premiums, charges
        and costs and expenses then outstanding on this Note shall be due and payable
        in
        full.”

      


      In
        furtherance thereof, the “Revolving Maturity Date”, as defined in Exhibit
        A
        to the
        Loan Agreement is hereby modified to be and mean April 30, 2006.

       

      3.    Non-Waiver
        of Events of Default; Continued Priority.
        Borrower and Guarantors do hereby reaffirm their obligations under the Loan
        Documents. Neither this Agreement, nor Bank’s execution of this or any other
        documents or instruments, nor Bank’s prior or subsequent conduct, communications
        or agreements relating in any way to the Loan, the payment and performance
        of
        the Loan or the parties’ conduct, shall be deemed to be a waiver of or consent
        to any now or hereafter existing defaults under any of the Loan Documents.
        Notwithstanding any contrary provision contained in this Agreement, in any
        other
        writing or agreement from or between any of the parties hereto, or demonstrated
        by any prior action or inaction of any of the parties hereto, Borrower and
        Guarantors hereby consent to and agree that Bank’s agreement herein set forth
        shall be specifically construed, and shall not be, nor be deemed to be, a
        waiver, release or approval of any default or condition that with the passage
        of
        time, giving of notice, or both, would become a default under the Loan
        Documents, nor consent to any facts or circumstances known or unknown to
        Bank,
        nor establish a course of conduct or dealing between the parties. Nothing
        set forth herein shall affect the priority or extent of the lien of any of
        the
        Loan Documents, nor, except as expressly set forth herein, release or change
        the
        liability of any party who may now be or after the date of this Agreement
        become
        liable, primarily or secondarily, under the Loan Documents. Borrower and
        Guarantors hereby expressly waive, to the full extent it may lawfully do
        so, any
        rights which it may now or at any time hereafter have by virtue of North
        Carolina General Statutes Sections 26-7, et.
        seq.
        and
        45-45-1, et.
        seq.
        It is
        expressly understood and agreed that: (i) except as expressly modified hereby,
        the Notes and other Loan Documents shall remain in full force and this Agreement
        shall have no effect on the priority or validity of any liens set forth in
        the
        Loan Documents nor impair any security now held for the indebtedness evidenced
        by the Notes, nor waive, annul, vary or affect any provision, condition,
        covenant or agreement contained in any of the Loan Documents, except as may
        be
        specifically modified herein, nor affect or impair any of Bank’s rights, powers
        or remedies under the Loan Documents; and (ii) except as stated herein, the
        Bank
        expressly reserves all rights as to recourse on the Notes. Bank’s consent to the
        matters herein contained is not intended to be and shall not be construed
        as a
        consent to any subsequent modifications or amendments to the Loan Documents.
        


      
        
          
          

        

        
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      4.    Conditions
        Precedent to Modification.
        Bank’s
        agreement to make the foregoing modifications and amendments is subject in
        all
        respects to the occurrence and/or satisfaction of each of the following
        conditions: 

      


      (a)    Payment
        of Cost, Fees, etc.
        Borrower’s payment of: (i) all accrued but unpaid interest at and as of the date
        of this Agreement; and (ii) all costs and expenses incurred or suffered by
        Bank
        in connection with this Agreement, including, without limitation, reasonable
        attorneys’ fees.

      


      5.    Representations
        and Warranties.
        Borrower and Guarantors represent and warrant to Bank as of the date of this
        Agreement, that: (a) it has no claim or counterclaim against Bank under,
        right
        of setoff against or defense to the enforcement of any of the Notes or the
        other
        Loan Documents. (b) Borrower and Guarantors have the power, authority and
        the
        legal right to make, deliver and perform this Agreement and the Loan Documents,
        and have taken any and all action to authorize this Agreement, to authorize
        the
        performance of the Loan Documents and to pledge or mortgage their property
        as
        contemplated by this Agreement and the Loan Documents. This Agreement has
        been
        duly executed and delivered by Borrower and Guarantors and constitutes the
        legal, valid and binding obligation of Borrower and Guarantors, enforceable
        in
        accordance with its terms and not subject to rescission, invalidation,
        nullification or other avoidance. (c) There is not now pending against Borrower
        or Guarantors any petition for relief, whether voluntary or otherwise, any
        assignment for the benefit of creditors, any petition seeking reorganization
        or
        arrangements under the federal bankruptcy laws of the United States or the
        laws
        of any state thereof, nor has any other action been brought against any of
        Borrower or Guarantors under the aforesaid bankruptcy laws or other laws.
        

       

      6.    Representations
        and Warranties - Anti-Terrorism.
        Borrower and Guarantors each represent, warrant and covenant to Bank as follows:
        (i) it (a) is not and shall not become a person whose property or interest
        in
        property is blocked or subject to blocking pursuant to Section 1 of Executive
        Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions
        With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
        Reg.
        49079 (2001)), (b) does not engage in and shall not engage in any dealings
        or
        transactions prohibited by Section 2 of such executive order, and is not
        and
        shall not otherwise become associated with any such person in any manner
        violative of Section 2, (c) is not and shall not become a person on the list
        of
        Specially Designated Nationals and Blocked Persons, and (d) is not and shall
        not
        become subject to the limitations or prohibitions under any other U.S.
        Department of Treasury’s Office of Foreign Assets Control regulation or
        executive order; (ii) it shall remain in compliance, in all material respects,
        with (a) the Trading with the Enemy Act, as amended, and each of the foreign
        assets control regulations of the United States Treasury Department (31 CFR,
        Subtitle B, Chapter V, as amended) and any other enabling legislation or
        executive order relating thereto, and (b) the Uniting And Strengthening America
        By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism
        (USA
        Patriot Act of 2001); and (iii) it has not and shall not use all or any part
        of
        the extension of credit evidenced by the Notes, directly or indirectly, for
        any
        payments to any governmental official or employee, political party, official
        of
        a political party, candidate for political office, or anyone else acting
        in an
        official capacity, in order to obtain, retain or direct business or obtain
        any
        improper advantage, in violation of the United States Foreign Corrupt Practices
        Act of 1977, as amended.

       

      7.    Additional
        Documents.
        Borrower and Guarantors agree to deliver documents to Bank and take action
        Bank
        requests to evidence the agreements herein contained, including Borrower’s and
        Guarantors’ continuing and unconditional obligation to repay the indebtedness
        evidenced by the Notes, to secure the Notes, and to perform all obligations
        under the Loan Documents. 


      
        
          
          

        

        
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      8.    Joinder
        by Guarantors.
        Guarantors, by their execution of this Agreement, hereby agree to the terms,
        covenants, conditions and provisions contained in this Agreement. The aforesaid
        agreements of Guarantors shall be in addition to and not in lieu of the
        covenants, agreement and obligations of such Guarantors set forth in the
        US
        Guaranty, the UK Guaranty and the other Loan Documents.

      


      9.    Usury.
        Bank
        does not intend to and shall not reserve, charge and collect interest, fees
        and
        charges under the Loan Documents, as herein modified, in excess of the maximum
        rates and amounts permitted by applicable law. If any interest, fees and
        charges
        are reserved, charged and collected in excess of the maximum rates and amounts,
        it shall be construed as a mutual mistake, appropriate adjustments shall
        be made
        by Bank and to the extent paid, the excess shall be returned to the person
        making such a payment.

      


      10.    Waiver
        of Jury Trial.
        Borrower and Guarantors, to the extent permitted by law, each waive any right
        to
        a trial by jury in any action arising from or related to this Agreement and
        waive any right to a trial by jury in any action or proceeding arising from
        or
        related to the Loan Documents, as herein modified.

      


      11.    Miscellaneous.
        (a)
        This Agreement shall be construed according to and governed by the laws of
        the
        State of North Carolina without regard to its conflicts of law principles.
        (b)
        If any provision of this Agreement is adjudicated to be invalid, illegal
        or
        unenforceable, in whole or in part, it will be deemed omitted to that extent
        and
        all other provisions of this Agreement will remain in full force and effect.
        (c)
        No change or modification of this Agreement, or waiver of any term or provision
        hereof, shall be valid unless the same is in writing and signed by all parties
        hereto. (d) The captions contained in this Agreement are for convenience
        of
        reference only and in no event define, describe or limit the scope or intent
        of
        this Agreement or any of the provisions or terms hereof. (e) This Agreement
        shall be binding upon and inure to the benefit of the parties and their
        respective heirs, legal representatives, successors and assigns, provided,
        however,
        that
        neither Borrower nor Guarantors shall assign this Agreement, any of the Loan
        Documents or any of its rights, interests, duties or obligations hereunder
        or
        thereunder in whole or in part without the prior written consent of Bank
        and
        that any such assignment (whether voluntary or by operation of law) without
        said
        consent shall be void. (f) This Agreement may be executed in any number of
        counterparts with the same effect as if all parties hereto had signed the
        same
        document. All such counterparts shall be construed together and shall constitute
        one instrument, but in making proof hereof it shall only be necessary to
        produce
        one such counterpart. (g) This Agreement and the other Loan Documents, as
        amended, represent the final agreement between the parties and may not be
        contradicted by evidence of prior, contemporaneous or subsequent oral
        agreements. There are no unwritten agreements between the parties. (h) It
        is the
        intention of the parties that this Agreement and the Loan Documents be
        interpreted in a consistent manner; provided, however, in the event of any
        irreconcilable conflict in the provisions of this Agreement and the provisions
        of any of the other Loan Documents, the provisions of this Agreement shall
        control. 

      


      (Signatures
        Contained On Next Page)

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Agreement is executed under seal as of the date first
        written above.

      


      
        	
                WITNESS:

                 

                 

                 

                 

                 

                 

                 

                /s/
                  Heather Wheeler

                Print
                  Name: Heather
                  Wheeler

              	
                BORROWER:

                 

                ETRIALS,
                  INC.,

                A
                  Delaware Corporation

                (formerly
                  known as etrials Worldwide, Inc.)

                 

                 

                 

                By:
                  /s/
                  James W. Clark, Jr.   

                Print
                  Name: James W. Clark, Jr.

                Title:
                  Treasurer & Chief Financial Officer

              
	 	 
	
                 

                 

                 

                 

                 

                 

                /s/
                  Heather Wheeler

                Print
                  Name: Heather
                  Wheeler

                 

                 

                 

                 

                 

                 

                 

                /s/
                  Heather Wheeler

                Print
                  Name: Heather
                  Wheeler

              	
                GUARANTORS:

                 

                ETRIALS
                  WORLDWIDE LIMITED,

                A
                  Corporation organized under the laws of the UK

                 

                 

                By:
                  /s/
                  James W. Clark, Jr.   

                Print
                  Name: James W. Clark, Jr.

                Title:
                  Director & Chief Financial Officer

                 

                 

                ETRIALS
                  WORLDWIDE, INC.,

                A
                  Delaware Corporation

                (formerly
                  known as CEA Acquisition Corporation)

                 

                 

                By:
                  /s/
                  James W. Clark, Jr.   

                Print
                  Name: James W. Clark, Jr.

                Title:
                  Chief Financial Officer

              
	 	 
	 	
                BANK:

                 

                RBC
                  CENTURA BANK,

                A
                  North Carolina Banking Corporation

                 

                 

                By:
                  /s/
                  Thomas W. Bear

                Print
                  Name: Thomas W. Bear

                Title:
                  Senior Account Manager - KBI