Exhibit 10.1(c)


AMENDMENT TO AMENDED AND
RESTATED LEASE AGREEMENT




THIS AMENDMENT TO AMENDED AND
RESTATED LEASE AGREEMENT (the “Amendment”) is made this 17th
day of May, 2002, by and between 212 C
Associates, a Pennsylvania limited
partnership (the “Landlord”) and ICON CLINICAL RESEARCH, INC., a Pennsylvania
corporation (the “Tenant”).




WITNESSETH




A.          O’NEILL
LANSDALE PROPERTIES, L.P. (the “Original Landlord”) and Tenant
entered into an Office Space Lease dated the 25th day of September, 1998, as
amended July 22 and November 2,1999 and February 24, 2000, and further amended
November 17, 2000 (the “Original Lease”) whereby
Tenant is presently in possession of the premises containing approximately
93,795 gross rentable square feet of space in the building located at 212 Church
Road in Upper Gwynedd Township, Pennsylvania (the “Demised
Premises”).




B.          212
CHURCH ASSOCIATES, L.P. (the “Subsequent Landlord”), the
assignee of Original Landlord’s interest in the Lease, and Tenant subsequently
entered into that certain Amended and Restated Lease Agreement dated the 1st day
of January, 2001 (the “Lease”) pursuant to which
Subsequent Landlord and Tenant amended and restated the Original Lease as
provided therein.




C.          On
the 20th day of
May, 2002, Subsequent Landlord assigned all of its right, title and interest in
and to the Lease to Landlord.




D.          Landlord
and Tenant now desire to amend the Lease upon the terms and conditions as set
forth herein.




NOW, THEREFORE, in
consideration of the covenants and conditions set forth herein, the parties
hereto, intending to be legally bound, hereby agree that the Lease is hereby
amended and supplemented as follows:




1.          Recitals/Definitions.
The above recitals are true and correct and are hereby incorporated into this
Amendment as if set forth herein at length. Any and all capitalized terms not
defined herein shall have the definitions set forth in the Lease.




2.          Renewal
Option. The fourth (4th) paragraph of Rider A attached to
the Lease beginning with “The annual Fixed Basic Rent . . . .” is hereby deleted
in its entirety aril replaced with the following:




“The
Fixed Basic Rent to be paid during each renewal term shall be as
follows:




Dates
                            
                            
                            
                            Rentable
      Sq. Ft.
                            
                            
                            Rate
      Per
                              Rentable
      Sq. Ft.
                            
                            
                            Yearly
                              Installment
                            
                            
                            Monthly
                              InstallmentFirst Renewal
      Option
                              5/01/11
      to 4/30/16
                            
                            
                            93,795
                            
                            
                            $  
      23.00
                            
                            
                            $  
      2,157,285.00
                            
                            
                            $  
      179,773.75Second Renewal
      Option
                              5/01/16
      to 4/30/21
                            
                            
                            93
      795
                            
                            
                            $  
      25.50
                            
                            
                            $  
      2,391,772.50
                            
                            
                            $  
      199,314.38









3.          Broker.
Tenant and Landlord warrant that they have had no dealings with any broker or
agent in connection with the negotiations or execution of this Amendment, and
Landlord and Tenant agree to indemnify the other against all costs, expenses,
attorney’s fees, or other liability for commissions or other compensation or
charges resulting from a breach of such representations.




4.          Miscellaneous.
Except as expressly set forth herein, the Lease is unmodified and in full force
and effect. This Amendment shall be binding upon and shall inure to the benefit
of the parties and their successors and assigns.




5.          Contingency.
Landlord and Tenant acknowledges that Landlord (or Landlord’s affiliate) is the
equitable owner of the Demised Premises pursuant to a certain Agreement of Sale
dated the 1st day of May, 2002, as same may be amended from time to time.
Landlord and Tenant expressly acknowledge that this Amendment, and the rights,
liabilities and obligations of the Landlord and Tenant hereunder are expressly
contingent upon Landlord acquiring title to the Demised Premises. If, for any
reason, Landlord fails to acquire title to the Demised Premises, this Amendment
shall be null and void and neither party shall have any further rights,
liabilities or obligations hereunder.




-2-