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                                                                   EXHIBIT 10.88

                             SECRETARY'S CERTIFICATE


         The undersigned Secretary of Pharmaceutical Product Development, Inc.
(hereinafter referred to as the "Company") hereby certifies that the following
resolution to amend the 1995 Stock Option Plan for Non-Employee Directors was
duly adopted by the shareholders of the Company at the Annual Meeting of
Shareholders held on May 15, 1997:

         "Amendment to 1995 Stock Option Plan for Non-Employee Directors. The
         amendment to the 1995 Stock Option Plan for Non-Employee Directors as
         described in the Proxy Statement and as presented to the shareholders
         at this meeting is approved effective this 15th day of May, 1997."

A copy of the amendment as presented to and adopted by the shareholders is
attached hereto as Exhibit A.

         WITNESS the hand of the undersigned Secretary and the seal of the
Corporation as of this the 15th day of May, 1997.



                                     /s/ Fred B. Davenport, Jr.
                                     ---------------------------------
                                     Fred B. Davenport, Jr., Secretary


[CORPORATE SEAL]



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                                    EXHIBIT A

                         AMENDMENT TO STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                  RESOLVED, that, Article I of the Pharmaceutical Product
Development, Inc. Stock Option Plan for Non-Employee Directors (the "Plan")
entitled "Purpose" is hereby rewritten in its entirety as follows:

                                    ARTICLE I
                                     PURPOSE


         This Stock Option Plan for Non-Employee Directors (the "Plan") is
         designed to advance the interest of Pharmaceutical Product Development,
         Inc. (the "Company") and its shareholders by providing an incentive to
         each member of the Board of Directors of the Company (the "Board"), who
         is not a full-time or part-time employee of the Company or its parent
         or subsidiary corporations ("Non-Employee Director"), to continue in
         the service of the company and by creating a direct interest of the
         Non-Employee Directors in the future success of the Company's
         operations by granting to such persons options to acquire shares of the
         common stock of the Company, par value $.10 per share (the "Common
         Stock"). As used herein, "parent" shall mean a "parent corporation" as
         defined in Section 424(e) of the Internal Revenue Code of 1986, as
         amended (the "Code"), and "subsidiary" shall mean a "subsidiary
         corporation" as defined in Section 424(f) of the Code.

                  RESOLVED, that the first paragraph of Article V of the Plan
entitled "Awards" is hereby rewritten in its entirety as follows:

                                    ARTICLE V
                                     AWARDS

         Each Non-Employee Director shall be granted an Option to purchase 4,000
         shares of Common Stock, subject to adjustment as provided in Article X
         below (an "Award"), on the following date or dates: (i) the date on
         which the Non-Employee Director initially is elected as a member of the
         Board of Directors of the Company, provided that the individual
         continues to serve as a Non-Employee Director immediately following
         such meeting; and (ii) each date on which the Non-Employee Director is
         re-elected as a member of the Board of Directors of the Company,
         provided that the individual continues to serve as a Non-Employee
         Director immediately following each such meeting. In no event shall a
         Non-Employee Director receive an annual grant of an Option to purchase

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         in excess of 4,000 shares of Common Stock pursuant to this Plan. In the
         event that the number of shares of Common Stock available for grants
         under the Plan is insufficient to grant the number of Options
         determined as provided above, Options for the remaining number of
         shares of Common Stock available for grant under the Plan shall be
         granted in full to the then eligible Non-Employee Director, or in equal
         amounts to each then eligible Non-Employee Director if there is more
         than one. Any Non-Employee Director who elects to decline an Award will
         receive no compensation in lieu of such Award (either at the time of
         such election or at any time thereafter).


                  RESOLVED FURTHER, that the officers of the Corporation be, and
each of them hereby is, authorized and empowered, in the name and on behalf of
the Corporation to make or cause to be made, and to execute and deliver, all
such additional agreements, documents, instruments and certifications, and to do
or cause to be done all such acts and things, and to take all such steps, and to
make all such payments and remittances, as any one or more of such officers may
at any time or times deem necessary or desirable in connection with, or in
furtherance of, the foregoing resolution; and

                  RESOLVED FURTHER, that all prior actions taken by the officers
or directors on behalf of the Corporation in connection with the foregoing
resolutions are hereby ratified as the actions of the Corporation, effective as
of the date each such action was taken.