PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                             Instrument of Amendment

         THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed this 2nd
day of March, 1998 by PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina
corporation (the "Company").

                              Statement of Purpose

         The Company sponsors the Pharmaceutical Product Development, Inc.
Employee Stock Purchase Plan (the "Plan"). The Company desires to amend the Plan
to establish certain limits on the purchase of Company stock under the Plan,
especially in connection with the availability of cash contributions in addition
to payroll deductions. The amendments set forth herein have been approved by the
Company's Board of Directors in accordance with Section 7.3 of the Plan.

         NOW, THEREFORE, the Plan is hereby amended effective as of the date
hereof as follows:

         1. The following subparagraph (3) is added to the end of Section 3.2(b)
of the Plan:

                  "(3) In no event may the total number of shares of Common
         Stock that may be purchased by Participants for any Offering Period
         exceed the lesser of (A) an amount that the Board of Directors may, in
         its sole and exclusive discretion, establish from time to time or (B)
         the total remaining shares available pursuant to Section 3.1. In the
         event that the total number of shares of Common Stock to be purchased
         for an Offering Period would otherwise exceed the limit set forth in
         the preceding sentence, the Committee shall first reduce shares to be
         purchased by non-payroll deduction additional cash contributions for
         such Offering Period proportionately among all Participants who have
         made such additional cash contributions; and if such limit would still
         be exceeded, the Committee shall then reduce shares to be purchased by
         payroll deductions for such Offering Period proportionately among all
         Participants who have made such payroll deductions."

         2. The following additional sentence is added to the end of Section 4.1
of the Plan:

         "Notwithstanding the foregoing, (i) for the Offering Period beginning
         on January 1, 1998, the maximum amount of such additional contributions
         that may be made by any Participant shall not exceed five thousand
         dollars ($5,000) and (ii) no such additional contributions shall be
         permitted for Offering Periods beginning on or after July 1, 1998."

         3. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
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         IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed by its duly authorized officer as of the day and year first above
written.

                                        PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.


                                            By:  /s/ Fred Eshelman
                                                --------------------------------
                                                Name  Fred Eshelman
                                                      --------------------------
                                                Title:  CEO
                                                      --------------------------


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