Exhibit 10.36


    
      

    


    EXHIBIT
      10.36

    


    
      	
              Customer
                No. ___________________   

            
	
              Loan
                No. _______________________   

            


    

    


    
      	
              RBC
                Centura

               

            	
              FOURTH
                MODIFICATION AGREEMENT

              (KBI)

            


    

    


    This
      FOURTH
      MODIFICATION AGREEMENT
      (“Agreement”)
      is
      made, entered and effective as of the 21st day of April, 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, Second Modification Agreement and Third
      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”),
      a
      Second Modification Agreement dated as of January 13, 2006 by and between
      Borrower, Worldwide UK and Bank (the “Second
      Modification Agreement”)
      and a
      Third Modification Agreement dated as of March 17, 2006 by and between Borrower,
      Worldwide UK, Worldwide US and Bank (the “Third
      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.

     


    
      
         

      

      
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    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 May 31, 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 May 31, 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.
      

    


    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.


    
      
         

      

      
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    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. 

    


    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.


    
      
         

      

      
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    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:

               

               

               

               

               

               

               

              _____________________________

              Print
                Name: ___________________

            	
              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

            
	 	 
	
               

               

               

               

               

               

              _____________________________

              Print
                Name: ___________________

               

               

               

               

               

               

               

               

              _____________________________

              Print
                Name: ___________________

            	
              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

            


    

     

     

     

     

     

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