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                            eResearchTechnology, Inc.

                             1996 STOCK OPTION PLAN

                                  (as amended)


1.       Purpose

         The purpose of the 1996 Stock Option Plan (referred to herein as the
"Plan") of eResearchTechnology, Inc. (formerly PRWW, Ltd. and Premier Research
Worldwide, Ltd.) (the "Company") is to provide a means by which certain
employees and directors of, and others providing services to or having a
relationship with, the Company and its subsidiaries (as such term is defined in
Section 424 (f) of the Internal Revenue Code of 1986, as amended (the "Code"))
may be given an opportunity to purchase common stock of the Company ("Common
Stock"). The Plan is intended to promote the interests of the Company by
encouraging stock ownership on the part of such individuals, by enabling the
Company and its subsidiaries to secure and retain the services of highly
qualified persons, and by providing such individuals with an additional
incentive to advance the success of the Company and its subsidiaries.

2.       Administration

         The Plan shall be administered by a Committee consisting of not less
than two directors (the "Committee") to be appointed from time to time by the
Board of Directors. Membership on the Committee shall in any event be limited to
those members of the Board who are "Non-Employee Directors" as defined in the
regulations promulgated by the Securities Exchange Commission pursuant to
Section 16(b) of the Securities Exchange Act of 1934. The Committee shall have
the power to select optionees, to establish the number of shares and other terms
applicable to each such option, to construe the provisions of the Plan, and to
adopt rules and regulations governing the administration of the Plan. All power
and authority granted hereunder to the Committee may, at the discretion of the
Board of Directors, be exercised by the Board. The members of the Board of
Directors or the Committee shall not be liable for any action or determination
made in good faith with respect to the Plan or to any option granted pursuant
thereto.

3.       Eligibility

         The persons who shall be eligible to participate in this Plan and
receive options hereunder shall be the Company's directors and such employees
and other individuals who provide services to or otherwise have a relationship
with the Company or its subsidiaries as the Committee shall from time to time
determine to be key individuals to the success of the Company.

4.       Allotment of Shares

         A maximum of 1,400,000 authorized but unissued shares of the Common
Stock, $0.01 par value, of the Company will be allotted to the Plan. Shares that
by reason of the expiration of an option or otherwise are no longer subject to
purchase pursuant to an option granted under the Plan may be re-optioned under
the Plan.

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5.       Effective Date and Term of Plan

         The effective date of the Plan is the date on which it is approved by
the affirmative vote of shareholders owning a majority of the Common Stock of
the Company. The Plan shall terminate on the tenth anniversary of its effective
date, but the Board of Directors may terminate the Plan at any time prior
thereto. Termination of the Plan shall not alter or impair, without the consent
of the optionee, any of the rights or obligations of any option theretofore
granted under the Plan.

6.       Terms and Conditions

         A. All Options

                  Stock Options granted pursuant to this Plan shall be evidenced
by agreements in such form as the Committee shall from time to time approve.
Nothing in this Plan or any option granted hereunder shall govern the employment
rights and duties between the optionee and the Company or subsidiary. Neither
this Plan, nor any grant or exercise pursuant thereto, shall constitute an
employment agreement among such parties. The following shall also apply to all
options granted under the Plan.

                  (i) Option Price

                           The option price per share for each stock option
                  shall be determined by the Committee, consistent with the
                  provisions of this Plan.

                  (ii) Time of Exercise of Option

                           Except as otherwise set forth herein, the Committee
                  shall establish the option period and time or times within the
                  option period when the stock option may be exercised in whole
                  or in such parts as may be specified from time to time by the
                  Committee. No option shall be exercisable until after the
                  expiration of six months from the date of grant. With respect
                  to an optionee who is about to retire, the Committee may in
                  its discretion accelerate the time or times when any
                  particular stock option held by said optionee may be so
                  exercised so that such time or times are earlier than those
                  originally provided in said option. In all cases exercise of a
                  stock option shall be subject to the provisions of Section
                  6A(vi).
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                  (iii) Payment and Manner of Exercise

                           The entire option price shall be paid at the time the
                  option is exercised. To the extent that the right to purchase
                  shares has accrued hereunder, options may be exercised from
                  time to time by written notice to the Company stating the full
                  number of shares with respect to which option is being
                  exercised and the time of delivery thereof, in accordance with
                  such administrative procedures as may from time to time be
                  specified by the Committee. Such notice of exercise shall be
                  accompanied by full payment for the shares by: (1) certified
                  or official bank check or the equivalent thereof acceptable to
                  Company; (2) by tendering to the Company shares of Common
                  Stock, or requesting the Company to accept shares to be
                  acquired by exercising the option, having an aggregate fair
                  market value, determined by the Company at the date of
                  payment, equal to the option price; or (3) any combination of
                  the foregoing. Upon exercise, the Company shall deliver to the
                  optionee (or other person entitled to exercise the option), at
                  the principal office of the Company, or such other place as
                  shall be mutually agreed upon, a certificate or certificates
                  for such shares; provided, however, that the time of delivery
                  may be postponed by the Company for such periods as may be
                  required for it with reasonable diligence to comply with any
                  requirements of law; and provided further that in the event
                  the Common Stock is issuable upon exercise is not registered
                  under the Securities Act of 1933 (the "Act"), then the Company
                  may require that the registered owner deliver an investment
                  representation in form acceptable to the Company and its
                  counsel and the Company will place a legend on the certificate
                  for such Common Stock restricting the transfer of same. There
                  shall be no obligation or duty for the Company to register
                  under the Act at ant time the Common Stock issuable upon
                  exercise of the options. If the optionee (or other person
                  entitled to exercise the option) fails to accept delivery, the
                  optionee's payment shall be returned and the right to exercise
                  the option with respect to such undelivered shares shall be
                  terminated.

                  (iv) Non-Transferability of Option

                           An option by its terms shall not be transferable by
                  the optionee otherwise than by will or by the laws of descent
                  and distribution.

                  (v) Adjustment in Event of Recapitalization of the Company

                           In the event of a reorganization, recapitalization,
                  stock split, stock dividend, combination of shares, merger,
                  consolidation, rights offering, or any other change in the
                  corporate structure or shares of the Company, the Board of
                  Directors shall make such adjustment as it may deem equitably
                  required, in the number and kind of shares authorized by and
                  for the Plan, in the number and kind of shares covered by the
                  options granted, and in the option price.

                  (vi) Rights after Termination of Employment

                           In the event of termination of employment due to any
                  cause other than death or disability, rights to exercise the
                  stock option shall terminate three months following cessation
                  of employment. In the event of termination of employment due
                  to disability (within the meaning of Section 22(e)(3) of the
                  Code) or death, such optionee or executor, administrator or
                  devisee of an optionee, shall have the right to exercise such
                  option (to the extent otherwise exercisable) at any time
                  within one year after cessation of employment by reason of
                  such disability or death.
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         B.       Non-Qualified Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which, in whole or in part, do not qualify as incentive stock options under
Section 422 of the Code ("Non-Qualifying Options"). The terms and conditions of
the Non-Qualifying Options shall be governed by Section 6A above.


         C.       Incentive Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which qualify, in whole or in part, as incentive stock options under
Section 422 of the Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any incentive
stock option issued under the Plan.

                  (i) Maximum Fair Market Value of Incentive Stock Options

                           No optionee may have incentive stock options which
                  become exercisable for the first time in any calendar year
                  (under all incentive stock option plans of the Company and its
                  subsidiary corporations) with and aggregate fair market value
                  (determined as the time such option is granted) in excess of
                  One Hundred Thousand Dollars ($100,000).

                  (ii) Option Price

                           The option price per share for each incentive stock
                  option shall be 100% of the fair market value of the Common
                  Stock on the date the option is granted; except, in the case
                  of the grant to an optionee who owns Common Stock of the
                  Company possessing more than 10% of the total combined voting
                  power of all classes of stock of the Company or its
                  subsidiaries, the option price of such option shall be at
                  least 110% of the fair market value of the Common Stock on the
                  date the option is granted. The fair market value shall be
                  determined as prescribed by the Code and regulations
                  promulgated thereunder.

                  (iii) Period of Option

                           Each incentive option shall expire ten years from the
                  date it is granted or at the end of such shorter period as may
                  be designated by the Committee on the date of grant; except,
                  in the case of the grant of an incentive stock option to an
                  optionee who owns Common Stock of the Company possessing more
                  than 10% of the total combined voting power of all classes of
                  stock of the Company or its subsidiaries, such option shall
                  not be exercisable after the expiration of five years from the
                  date it is granted.

                  (iv) Eligible Participants

                           Incentive stock options may be issued only to
                  employees of the Company or its parent or subsidiary
                  corporation or corporations.
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7.       Amendment  of Plan

         The Board, within its discretion, shall have authority to amend the
Plan and the terms of any option issued hereunder; provided, that no such action
of the Board of Directors, without the approval of the Shareholders of the
Company and, in the case of subparagraph (d), the holder of the option, shall:

                  (a)      materially increase the benefits accruing to
                           optionees under the Plan;

                  (b)      increase the number of securities which may be issued
                           under the Plan;

                  (c)      materially modify the requirements as to eligibility
                           for participation under the Plan; and

                  (d)      alter or impair any right or obligation under any
                           option previously granted under the Plan.

8.       Fixed Option Grants to Outside Directors.

         A. Defined Terms

                  (i) The term "Outside Directors" as utilized herein refers to
                  any individual who serves as a member of the Board of
                  Directors of the Company and who is neither (i) an employee of
                  the Company, (ii) the beneficial owner of 10% or more of the
                  outstanding Common Stock of the Company (a "Significant
                  Holder"), or (iii) a stockholder, member or partner of any
                  entity which itself is a Significant Holder.

                  (ii) The term "Annual Meeting" as utilized herein refers to an
                  Annual Meeting of Stockholders of the Company.

         B. Initial Grants

                  Each Outside Director initially elected to the Board of
         Directors at or after the 1999 Annual Meeting shall be automatically
         granted, on the date of such election, an option to acquire 5,000
         shares of the Common Stock of the Company.

         C. Annual Grants

                  Each Outside Director who is a member of the Company's Board
         of Directors immediately following an Annual Meeting (including the
         1999 Annual Meeting) shall be automatically granted, on the date of the
         Annual Meeting, an option to acquire 5,000 shares of the Common Stock
         of the Company, provided that an Outside Director first elected to the
         Board of Directors at such Annual Meeting or within six months prior to
         such Annual Meeting shall not be eligible for the annual grant
         otherwise to be issued at the date of such Annual Meeting.

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         D. Terms of Fixed Option Grants

                  Options granted pursuant to this Section 8 will be subject to
         all of the terms and conditions of the Plan. In addition, each such
         option is granted, determined as provided in the Plan.

                  (i) The option price per share shall be 100% of the fair
                  market value of the Common Stock on the close of business on
                  the date the option is granted, determined as provided in the
                  Plan.

                  (ii) Each option will be immediately exercisable upon grant.

                  (iii) Shares of Common Stock received upon exercise of the
                  option granted pursuant to this Section 8 may not be sold,
                  transferred, assigned, pledged or otherwise disposed of until
                  at least six months and one day after the date of grant.

                  (iv) Each option will expire upon the earlier of (a) ten years
                  from the date of grant or (b) three months after the Outside
                  Director ceases to serve as a director for any reason.