Exhibit 10.45**eResearchTechnology, Inc.****MANAGEMENT EMPLOYMENT AGREEMENT**The following agreement (hereinafter known as “Agreement”) is hereby entered into between GeorgeTiger (hereinafter known as “Employee”) and eResearchTechnology, Inc. (together with its affiliatedcorporations hereinafter known as the “Company”) and having its principal offices at 30 S. 17thStreet, Philadelphia, PA 19103.1. DUTIES AND RESPONSIBILITIES   Employee agrees to hold the position of Senior Vice President, International Operations andshall be directly responsible to the Chief Executive Officer. 2. BEST EFFORTS   Employee agrees to devote his/her best efforts to his/her employment with the Company, on afull-time (no less than 40 hours/week) basis. He/She further agrees not to use thefacilities, personnel or property of the Company for private business benefit. 3. ETHICAL CONDUCT   Employee will conduct his or her self in a professional and ethical manner at all times andwill comply with all company policies as well as all State and Federal regulations and lawsas they may apply to the services, products, and business of the Company. 4. TERM OF THE AGREEMENT   This Agreement will be effective upon full execution and will continue year to year unlessterminated. 5. COMPENSATION a. Salary shall be $165,000/year payable in equal installments as per thecompany’s payroll policy. Salary shall be considered on an annual basis and adjustedbased on performance.  b. Benefits shall be the standard benefits of the Company, as they shall existfrom time to time.  c. This position qualifies for the Executive Bonus Plan of the Company. For 2004,the Employee’s bonus target will be 60% of his/her base salary if the company meets itsBoard approved objectives for the year, and may be increased or
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   decreased based on performance as per the 2004 bonus plan. The Employee will also beeligible to participate in the Executive Bonus Plan each year thereafter for thelife of the Agreement at a level to be determined by the Compensation Committee ofthe Company’s Board of Directors.6. NON-DISCLOSURE   Employee acknowledges that employment with the Company requires him/her to haveaccess to confidential information and material belonging to the Company, including customerlists, contracts, proposals, operating procedures, trade secrets and business methods andsystems, which have been developed at great expense by the Company and which Employeerecognizes to be unique assets of the Company’s business. Upon termination of employmentfor any reason, Employee agrees to return to the Company any such confidential informationand material in his possession with no copies thereof retained. Employee further agrees,whether during employment with the Company or any time after the termination thereof(regardless of the reason for such termination), he/she will not disclose nor use in anymanner, any confidential or proprietary material relating to the business, operations, orprospects of the Company except as authorized in writing by the Company or required duringthe performance of his/her duties. 7. BUSINESS INTERFERENCE; NONCOMPETITION a. During employment with the Company and for a period of one year (the“Restrictive Period”) thereafter (regardless of the reason for termination) Employeeagrees he/she will not, directly or indirectly, in any way for his/her own account, asemployee, stockholder, partner, or otherwise, or for the account of any other person,corporation, or entity: (i) request or cause any of the Company’s suppliers, customersor vendors to cancel or terminate any existing or continuing business relationship withthe Company; (ii) solicit, entice, persuade, induce, request or otherwise cause anyemployee, officer or agent of the Company to refrain from rendering services to theCompany or to terminate his/her relationship, contractual or otherwise, with theCompany; or (iii) induce or attempt to influence any customer or vendor to cease orrefrain from doing business or to decline to do business with the Company or any of itsaffiliated distributors or vendors.  b. The Employee agrees that, during the Restrictive Period, the Employee will not,directly or indirectly, accept employment with, provide services to or consult with, orestablish or acquire any interest in, any business, firm, person, partnership,corporation or other entity which engages in any business or activity that is the sameas or competitive with the business conducted by the Company in any state of the UnitedStates of America and in any foreign country in which any customer to whom the Companyis providing services or technology is located.8. FORFEITURE FOR BREACH; INJUNCTIVE RELIEF.
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 a. Any breach of the covenants made in Sections 6 and 7 hereof shall result in theforfeiture of the Employee’s right to any and all payments which may be required to bemade under this Agreement following such breach and shall relieve the Company of anyobligation to make such payments.  b. The Employee acknowledges that his/her compliance with the covenants inSections 6 and 7 hereof is necessary to protect the good will and other proprietaryinterests of the Company and that, in the event of any violation by the Employee of theprovisions of Section 6 or 7 hereof, the Company will sustain serious, irreparable andsubstantial harm to its business, the extent of which will be difficult to determineand impossible to remedy by an action at law for money damages. Accordingly, theEmployee agrees that, in the event of such violation or threatened violation by theEmployee, the Company shall be entitle to an injunction before trial from any court ofcompetent jurisdiction as a matter of course and upon the posting of not more than anominal bond in addition to all such other legal and equitable remedies as may beavailable to the Company.  c. The rights and remedies of the Company as provided in this Section 8 shall becumulative and concurrent and may be pursued separately, successively or togetheragainst Employee, at the sole discretion of the Company, and may be exercised as oftenas occasion therefor shall arise. The failure to exercise any right or remedy shall inno event be construed as a waiver or release thereof.  d. The Employee agrees to reimburse the Company for any expenses incurred by it inenforcing the provisions of Sections 6 and 7 hereof if the Company prevails in thatenforcement.9. INVENTIONS   Employee agrees to promptly disclose to the Company each discovery, improvement, orinvention conceived, made, or reduced to practice (whether during working hours orotherwise) during the term of employment. Employee agrees to grant to the Company theentire interest in all of such discoveries, improvements, and inventions and to sign allpatent/copyright applications or other documents needed to implement the provisions of thisparagraph without additional consideration. Employee further agrees that all works ofauthorship subject to statutory copyright protection developed jointly or solely, whileemployed, shall be considered a work made for hire and any copyright thereon shall belong tothe Company. Any invention, discovery or improvement conceived, made or disclosed during theone year period following the termination of employment with the Company shall be deemed tohave been made, conceived or discovered during employment with the Company.   Employee acknowledges any discoveries, improvements and other inventions made prior to thedate of initial employment with the Company or the date hereof, which have not been filed inthe United States Patent Office, are attached on Exhibit A, which shall be executed by boththe Employee and the Company.
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10. NO CURRENT CONFLICT   Employee hereby assures the Company that he/she is not currently restricted by any existingemployment or non-compete agreement that would conflict with the terms of this Agreement. 11. TERM; TERMINATION AND TERMINATION BENEFITS   a. Employment is “at will” which means that either the Company or Employee mayterminate at any time, with or without cause or good reason, upon written notice givenat least 30 days prior to termination.    b. This Agreement shall terminate upon the death of the Employee. In addition,if, as a result of a mental or physical condition which, in the reasonable opinion of amedical doctor selected by the Company’s Board of Directors, can be expected to bepermanent or to be of an indefinite duration and which renders the Employee unable tocarry out the job responsibilities held by, or the tasks assigned to, the Employeeimmediately prior to the time the disabling condition was incurred, or which entitlesthe Employee to receive disability payments under any long-term disability insurancepolicy which covers the Employee for which the premiums are reimbursed by the Company(a “Disability”), the Employee shall have been absent from his/her duties hereunder ona full-time basis for 120 consecutive days, or 180 days during any twelve month period,and within thirty (30) days after written notice (which may occur before or after theend of such 120 or 180 day period) by the Company to Employee of the Company’s intentto terminate the Employee’s employment by reason of such Disability, the Employee shallnot have returned to the performance of his/her duties hereunder, the Employee’semployment hereunder shall, without further notice, terminate at the end of saidthirty-day notice.    c. The Company may also terminate the Employee’s employment under this Agreementfor Cause. For purposes of this Agreement the Company shall have “Cause” to terminatethe Employee’s employment if the Employee, in the reasonable judgment of the Company,(i) fails to perform any reasonable directive of the Company that may be given fromtime to time for the conduct of the Company’s business; (ii) materially breaches any ofhis/her commitments, duties or obligations under this Agreement; (iii) embezzles orconverts to his/her own use any funds of the Company or any business opportunity of theCompany; (iv) destroys or converts to his/her own use any property of the Company,without the Company’s consent; (v) is convicted of, or indicted for, or enters a guiltyplea or plea of no contest with respect to, a felony; (vi) is adjudicated anincompetent or (vii) violates any federal, state, local or other law applicable to thebusiness of the Company or engages in any conduct which, in the reasonable judgment ofthe Company, is injurious to the business or interests of the Company. The Company mustgive the Employee written notice of the Employee’s breach under sections
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11.c.(i.), 11.c. (ii) and 11.c. (vii) and an opportunity to cure within fifteen (15) days of such written notice. If the Employee fails to cure,the Company may terminate the Employee for Cause and shall give notice of termination  to the Employee as required under Section 11.a. d. Upon any termination of this Agreement, the Company shall have no furtherobligation to Employee other than for annual salary and bonus earned through the dateof termination, and no severance pay or other benefits of any kind shall be payable;provided, however, that in the event the Company terminates this Agreement other thanfor Cause or as a result of the death or Disability of the Employee, the Company shallprovide to the Employee (i) severance equal to 50% of his/her then-current annualsalary and applicable prorated bonus, based on 100% performance, payable in one lumpsum in accordance with the Company’s policy and (ii) continuation of Benefits (ashereafter defined), subject to applicable benefit plan provisions, for six months.  e. Notwithstanding any contrary provision contained in this Agreement, upon thefirst occurrence of a Trigger Event (as hereafter defined), the Employee shall beentitled to receive (i) severance equal to 50% of his/her then-current annual salaryand applicable prorated bonus, based on 100% performance, payable in one lump sum inaccordance with the Company’s policy; (ii) continuation of Benefits (as hereafterdefined), subject to applicable benefit plan provisions, for six months; and (iii)accelerated vesting of all stock options, such that all stock options held by Employeeimmediately prior to the date of the Change of Control (as hereafter defined) shallbecome exercisable in full as of the date of the Change of Control.    The term “Benefits” as utilized in this Section 11, shall mean standard health,dental, disability, life and accident insurance benefits, all of which are subjectto any applicable premium co-pay, and car allowance.    The term “Trigger Event” as utilized in this Section 11 shall mean the occurrence ofa Change of Control (as hereafter defined) in connection with or after which either(i) the Employee is terminated other than for Cause; (ii) the Employee resignshis/her employment within 60 days after the Change of Control because neither theCompany nor the other party to the Change of Control (the “Buyer”) offers theEmployee a position with comparable responsibilities, authority, location andcompensation; or (iii) the Employee is employed by the Company or the Buyer, or adivision or subsidiary thereof, for one year after the date of the Change inControl.    The term “Change of Control”, as utilized herein, shall mean: (i) A change of control of a nature that would be required to bereported in the Company’s proxy statement under the Securities Exchange Act of1934, as amended;
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 (ii) The approval by the Board of Directors of a sale, not in theordinary course of business, of all or substantially all of the Company’sassets and business to an unrelated third party and the consummation of suchtransaction; or  (iii) The approval by the Board of Directors of any merger,consolidation, or like business combination or reorganization of the Company,the consummation of which would result in the occurrence of any event describedin clause (i) or (ii) above, and the consummation of such transaction.   In order to implement the provisions of this Section 11.e., in connection with anyChange of Control, the Company shall, as a condition thereto, accelerate the vestingof all unvested stock options as of the date of the Change of Control or cause theBuyer to either assume all stock options held by the Employee immediately prior tothe Change of Control or grant equivalent substitute options containingsubstantially the same terms, and the Company shall not otherwise take any actionthat would cause any stock options held by the Employee that are not thenexercisable to terminate prior to the Change of Control or Trigger Event, asotherwise permitted by the Company’s 2003 Stock Option Plan or as may be permittedby the Buyer’s stock option plan, respectively.12. MISCELLANEOUS   a. This Agreement and any disputes arising herefrom shall be governed byPennsylvania law.    b. In the event that any provision of this Agreement is held to be invalid orunenforceable for any reason, including without limitation the geographic or businessscope or duration thereof, this Agreement shall be construed as if such provision hadbeen more narrowly drawn so as not to be invalid or unenforceable.    c. This Agreement supersedes all prior agreements, arrangements, andunderstandings, written or oral, relating to the subject matter.    d. The failure of either party at any time or times to require performance of anyprovision hereof shall in no way affect the right at a later time to enforce the same.No waiver by either party of any condition or of the breach by the other of any term orcovenant contained in this Agreement shall be effective unless in writing and signed bythe aggrieved party. A waiver by a party hereto in any one or more instances shall notbe deemed or construed as a further or continuing waiver of any such condition orbreach or a waiver of any other condition, or of the breach of any other term orcovenant set forth in this Agreement.    e. Any notice required or permitted to be given under this Agreement shall be inwriting and shall be deemed to have been given when delivered in person, sent bycertified mail, postage prepaid, or delivered by a nationally recognized overnightdelivery service addressed, if to the Company at 30 S. 17th Street, 8th Floor,
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   Philadelphia, PA 19103 Attn: President and if to the Employee, at the address ofhis/her personal residence as maintained in the Company’s records.   For Employee: For the Company:   /s/ George Tiger /s/ Bruce Johnson        Name: Bruce Johnson   Date: September 17, 2004 Date: September 23, 2004
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