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     Article IX of the by-laws of Premier Research Worldwide, Ltd. is amended to
read in its entirety as follows:

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the Corporation shall be chosen by the board of
directors and shall be a Chairman of the Board, a chief executive officer, a
president, a secretary and a treasurer. The board of directors may also choose
one or more vice chairmen, vicepresidents, assistant secretaries and assistant
treasurers.

     Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a Chairman of the Board, a chief executive
officer, a president, a secretary, and a treasurer, none of whom need be a
member of the board except for the Chairman of the Board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the board of directors.

     Section 5. Each officer of the Corporation shall hold office until his
successor is chosen and qualifies, except in the event of his death, resignation
or removal. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the Corporation shall be
filled by the board of directors. Any two or more officers, other than those of
president and secretary, may be held by the same person.

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                           THE CHAIRMAN OF THE BOARD

     Section 6. The Chairman of the Board shall preside at all meetings of the
board of directors and shareholders, if present thereat, may appoint between
meetings of the board ad hoc committees to the board, which appointments shall
be subject to the approval of the board at its next meeting, may make
recommendations to the board with respect to the membership of the committees to
the board, and shall exercise such other powers and perform such other duties as
shall be assigned to him from time to time by the board.

                               THE VICE CHAIRMAN

     Section 7. The vice chairman, or if there shall be more than one, the vice
chairmen in the order determined by the board of directors, shall, in the
absence or disability of the Chairman, perform the duties and exercise the
powers of the Chairman and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                          THE CHIEF EXECUTIVE OFFICER

     Section 8. The chief executive officer ("CEO") shall, unless otherwise
provided by the board of directors, be the chief executive officer of the
Corporation. As chief executive officer, he shall have general supervision over
the affairs of the Corporation, subject to the policies and directives of the
board of directors and shall supervise and direct all officers and employees of
the Corporation, but may delegate in his discretion any of his powers to any
officer or such other executives as he may designate.

                                 THE PRESIDENT

     Section 9. Unless otherwise provided by the board of directors, the
president will be the chief operating officer of the Corporation and shall have
general supervision over and control of the operations and activities of the
Corporation, subject to the supervision and control of the board of directors,
and shall have general supervision and direction of all operating officers and
employees of the Corporation, but may delegate in his discretion any of his
powers as chief operating officer to any vice president or such other executives
as he may designate. In the absence or disability of the CEO, the president
shall perform the duties and exercise the powers of the chief executive officer.
The president shall have such other duties as from time to time may be assigned
to him by the board of directors. 

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     Section 10. The Chairman of the Board, vice chairman, CEO, president, or
any vice president shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.

                              THE VICE-PRESIDENTS

     Section 11. The vice president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors, the Chairman of the Board, the CEO or the
president may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 12. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors, the
Chairman of the Board, the CEO or the president, under whose several supervision
he shall be. He shall have custody of the corporate seal of the Corporation and
he, or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     Section 13. The assistant secretary, or if there shall be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


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                     THE TREASURER AND ASSISTANT TREASURERS

     Section 14. The treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors.

     Section 15. He shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the CEO, the
president and the board of directors, at its regular meetings, or when the board
of directors so requires, an account of all his transactions as treasurer and of
the financial condition of the corporation.

     Section 16. If required by the board of directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 17. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.