Exhibit 10.46**eResearchTechnology, Inc.****CONSULTANT AGREEMENT**The following agreement is hereby entered into between, Joel Morganroth, M.D., P.C. (hereinafterknown as Consultant) and eResearchTechnology, Inc. (together with its affiliated corporationshereinafter known as the “Company”), and having its principal offices at 30 S. 17th Street,Philadelphia, PA 191031. SCOPE OF PROJECT a) Consultant agrees to provide Joel Morganroth, M.D. (“Dr. Morganroth”) toadvise the Company on matters related to the successful operation, marketing andbusiness development of the Company’s Diagnostic Business Unit (DX), on a bestefforts basis to achieve annual goals established with the Board of Directors.  b) Consultant agrees to provide Joel Morganroth, M.D. (“Dr. Morganroth”) tomarket the services of the Company’s eRT Consulting Group, which the Company shalldefine from time to time, (“Services”) to pharmaceutical, biomedical and medicaldevice companies and to perform such Services for the eRT Consulting Group asrequested by the Company.2. ETHICAL CONDUCT   Consultant will conduct himself in a professional and ethical manner at all times and willcomply with all Company policies as well as all State and Federal regulations and laws asthey may apply to the services, products, and business of the Company. 3. COMPENSATION a) Base fees shall be $300,000/year payable in twelve equal installments of$25,000 by the 15th of each month. Consultant will be eligible forincentive compensation to be determined by the Board of Directors.  b) Consultant shall be paid a commission of 80% of net revenues for servicesperformed by the eRT Consultant Group for those Consultant Services. Payment shallbe made to the Consultant within thirty (30) days following the Company’s billing tothe Sponsor for such Services.  c) Consultant should be reimbursed for reasonable out of pocket expenses whenproperly documented.  d) Consultant agrees to maintain medical licenses and insurance as required tocarry out the duties described herein, which will be reimbursed by the company whenproperly documented and which shall not exceed $20,000 per year.  e) Consultant shall be acting as an independent contractor and not as anemployee of the Company. Payment of any tax and/or social security liabilitiesrelative to this compensation shall be the responsibility of the Consultant.
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4. NON-DISCLOSURE   Consultant acknowledges that consultancy for the Company requires him to have access toconfidential information and material belonging to the Company, including customer lists,contracts, proposals, operating procedures, and trade secrets. Upon termination of theconsulting relationship for any reason, Consultant agrees to return to the Company anysuch confidential information and material in his possession with no copies thereofretained. Consultant further agrees, whether during the term of this agreement with theCompany or any time after the termination thereof (regardless of the reason for suchtermination), he will not disclose nor use in any manner, any confidential or othermaterial relating to the business, operations, or prospects of the Company except asauthorized in writing by the Company. 5. INVENTIONS a) Consultant agrees to promptly disclose to the Company each discovery,improvement, or invention conceived, made, or reduced to practice during the term ofthis agreement. Consultant further agrees to grant to the Company the entireinterest in all of such discoveries, improvements, and inventions and to sign allpatent/copyright applications or other documents needed to implement the provisionsof this paragraph without additional consideration. Consultant further agrees thatall works of authorship subject to statutory copyright protection developed jointlyor solely, during the term of this agreement shall be considered property of theCompany and any copyright thereon shall belong to the Company. Any invention,discovery, or improvement conceived, made, or disclosed, during the one year periodfollowing the termination of this agreement shall be deemed to have been made,conceived, or discovered during the term hereof.  b) If publication of data generated from studies conducted under the auspicesof the Company is anticipated, Consultant agrees to obtain permission from theCompany for such publication.6. NO SOLICITATION   During the continuance of this Agreement and for a period of one year thereafter(regardless of the reason for termination), Consultant agrees that it will not, directlyor indirectly, in any way for its own account, as employee, stockholder, partner orotherwise, or for the account of any other person, corporation, or other entity,inappropriately or unethically solicit clients, Company employees or independentcontractors that would interfere with the business of the Company. 7. NO CURRENT CONFLICT   Consultant hereby assures the Company that he/she is not currently restricted by anyexisting employment or non-compete agreement that would conflict with the terms of thisAgreement. 8. TERM OF AGREEMENT   The term of this Agreement will be effective as of January 1, 2008 and will continue fromyear to year unless terminated. 9. TERMINATION  a) The Company may terminate consulting services at any time without the needto show cause upon 90 days written notice to Consultant.
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   b) The Company may terminate consulting services without notice for failure tomeet obligations under the Agreement. The following, as determined by the Company inits reasonable judgment, shall constitute failure to meet these obligations: (1) Consultant’s failure to perform services or meet goals definedunder the scope of the project.  (2) Any misconduct which is injurious to the business or interests ofthe Company.  (3) Violation of any federal, state, or local law applicable to thebusiness of the Company.  (4) Any material breach of this agreement.   c) The Consultant will be notified on any alleged breach in writing and beallowed 60 days to cure any deficiency. Upon any termination pursuant to subparagraph(a) and (b) above, the Consultant shall be entitled to no further fees or paymentshereunder, except those which shall have accrued to the date of termination.10. MISCELLANEOUS   a) This Agreement and any disputes arising here from 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 with the Company or its affiliates.Without limiting the foregoing, this Agreement replaces and supersedes in full theConsultant Agreement between the Company or its affiliates and Consultant, which ishereby terminated in full.    d) The failure of either party at any time or times to require performance ofany provision hereof shall in no way affect the right at a later time to enforce the same.    e) The provisions of paragraphs 4,5,6,7 and 9(a) hereof are intended to applyequally to the Consultant and Dr. Morganroth, and the Consultant will assure Dr.Morganroth’s compliance with the same.           For Consultant:   For the Company: