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                                                        EXHIBIT 10.12







                            DATED 31ST MARCH 1993



                         (1) INNOVEX HOLDINGS LIMITED


                                    -and-


                                (2) PAUL KNOTT





                          ___________________________

                               SERVICE AGREEMENT

                          ___________________________










                                 HOBSON AUDLEY
                               7 Pilgrim Street
                                London EC4V 6DR


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THIS AGREEMENT is made the 31st day of March 1993


BETWEEN:

(1)     INNOVEX HOLDINGS LIMITED ("the Company") registered in England under
        number 1413055 whose registered office is at Innovex House, Reading 
        Road, Henley-on-Thames, Oxon RG9 1EL; and

(2)     PAUL KNOTT of 9 Duncan Gardens, Purley on Thames, Berkshire RG8 8DW
        ("the Executive").

IT IS HEREBY AGREED as follows:

1.      INTERPRETATION

1.1     In this Agreement the following words and expressions shall have the 
        following meanings:

        "Associated Company":  In relation to the Company, another company
        which is a subsidiary of, or a holding company of, or another 
        subsidiary of a holding company of, the Company;

        "the Board":  the Board of Directors from time to time of the Company
        including any committee of the Board duly appointed by it;

        "the Bonus Incentive Scheme":  the bonus scheme for executives operated
        by the Company from time to time;

         "the Business":  the carrying on of the business of the provision of
        advice and services connected with the provision of contract hire human
        resources and clinical research to serve the pharmaceutical industry;

        "Industrial Property":  includes inventions, designs, processes, 
        formulae, notations, improvements, know-how, goodwill, reputation, 
        moulds, get-up, logos, devices, plans, models, literary, dramatic, 
        musical and artistic works as defined by the Copyright Designs and 
        Patents Act 1986;


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        "Industrial Property Rights":  includes patents, designs, trademarks,
        trade names, goodwill, copyrights, and all other forms of industrial or
        intellectual property (in each case in any part of the world and 
        whether or not registered or registrable and to the fullest extent 
        thereof and for the full period thereof and all extensions and renewals 
        thereof) and all applications for registration thereof, and all rights 
        and interests thereto and therein;

        "the Pension Scheme":  the Innovex Holdings Limited Pension and Life
        Assurance Scheme;

        "production":  (and consonant expressions) used in relation to
        Industrial Property includes the invention, creation, discovery, design,
        research, development and manufacture thereof;

        "relevant Industrial Property":  all Industrial Property produced
        invented or discovered by the Executive either alone or with any other 
        person at any time now or hereafter during the continuance in force of 
        this Agreement (whether or not in the course of his employment 
        hereunder) which is Industrial Property of the kind produced at any 
        such time by the Company or any Associated Company, or relates directly
        or indirectly to the business of the Company or any Associated Company 
        or which may in the opinion of the Company be capable of being used or
        adapted for use therein or in connection therewith;

        "the Restricted Territories":  the United Kingdom, the Channel Islands,
        the Isle of Man, the Republic of Ireland, the Federal Republic of 
        Germany and the United State of America;

        "subsidiary" and "holding company":  the meanings respectively ascribed
        thereto by Section 736 of the Companies Act 1985;

        "the 1978 Act":  the Employment Protection (Consolidation) Act 1978.

1.2     References in this Agreement to statutes shall include any statute
        modifying, re-enacting, extending or made pursuant to the same or which
        is modified, re-enacted, or extended by the same.


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1.3     Headings are for ease of reference only and shall not be taken into
        account in the construction of this Agreement.

2.      APPOINTMENT

        The Company hereby engages the Executive and the Executive hereby 
        agrees to serve the Company as Group Finance Director upon the terms and
        conditions hereinafter appearing.

3.      TERM

3.1     The Executive's employment hereunder shall be deemed to have commenced
        on the date hereof and shall continue (subject to earlier termination as
        provided for herein) for an initial term of three years expiring on 
        31st day of March 1996 and thereafter until terminated by either party
        giving to the other twelve months' prior notice such notice to expire 
        at or at any time after 31st March 1996.

3.2     The Company shall be entitled to pay salary in lieu of notice.

3.3     The Executive's previous employment with Innovex Limited from 30th
        November 1992 to date shall count as part of the Executive's continuous
        period of employment with the Company for the purposes of the 1978 Act.

3.4     In the event that the Company gives notice to terminate the employment
        of the Executive under this Agreement the Executive agrees:-

        (a) that for a period not exceeding the period of such notice the Board
            may in its absolute discretion require the Executive to perform 
            only such duties as it may allocate to him or not to perform any of
            his duties under this Agreement and/or to exclude him from any 
            premises of the Company or of any Associated Company (without 
            providing any reason therefor); and
        
        (b) that such action taken on the part of the Company shall not
            constitute a breach of this Agreement of any kind whatsoever


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            in respect of which the Executive has any claim against the
            Company;

        PROVIDED ALWAYS that throughout the period of any such action the
        Executive's salary and all other contractual benefits shall continue to
        be paid and provided to him unless and until his employment shall be 
        terminated.

4.      POWERS, DUTIES AND WORKING HOURS

4.1     During the continuance of his employment hereunder the Executive
        shall:-

        (a) unless prevented by ill health or accident devote all of his time
            and all his attention and abilities during normal business hours to
            carrying out his duties hereunder;

        (b) carry out his duties in a proper and efficient manner and use his
            best endeavours to promote and maintain the interests and 
            reputation of the Company and of its Associated Companies;

        (c) exercise such powers and perform such duties in relation to the
            business of the Company and/or of its Associated Companies as may 
            from time to time be vested in or assigned to him by the Board; 
            such powers and duties may from time to time fall outside the 
            normal ambit of the Executive's position but will not be duties 
            inappropriate to the Executive's status;

        (d) comply with all reasonable directions from time to time given to
            him by the Board and with all rules and regulations from time to 
            time laid down by the Company concerning its employees which are 
            consistent with this Agreement;

        (e) work at such location in the United Kingdom as the Company shall
            require from time to time and, if the Company shall so require for 
            this purpose, and subject to the Company's bearing the Executive's
            reasonable moving expenses in accordance with


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            its then current policy for the relocation of executives shall move
            to and reside at such location; and

        (f) travel to such places (whether within or outside the United
            Kingdom) in such manner and on such occasions as the Company may 
            from time to time reasonably require.

4.2     The Executive's normal working hours shall be such hours as are
        reasonably necessary for the proper performance of the Executive's
        duties. 

5.      REPORTING

        The Executive shall report to the Board and shall at all times keep the
        Board informed of his conduct of the affairs of the Company and its 
        Associated Companies.

6.      REMUNERATION

6.1     During the continuance of his employment hereunder the Executive shall
        be paid a salary at the initial rate of L.60,000 per annum which shall 
        be reviewed annually on or with effect from 1st April each year but 
        without commitment to increase (the first such review to be made on or 
        to take effect from 1st April 1993) and such salary shall accrue from 
        day to day and be paid by equal monthly installments in arrears on the 
        last day of each month or if that is not a business day the immediately
        preceding business day.

6.2     The Executive shall be paid a Director's fee of L.250 in respect of
        each Board Meeting of the Company which he shall attend.

6.3     Save as provided in clause 6.2, notwithstanding anything to the
        contrary in the Articles of Association of the Company or of any 
        Associated Company the Executive shall not be entitled to any 
        remuneration as an officer or employee of the Company or of any 
        Associated Company in addition to that specified in this Agreement.

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7.      EXPENSES

        The Company shall reimburse to the Executive all reasonable travelling,
        hotel, entertainment and other out-of-pocket expenses properly incurred
        by him in the proper performance of his duties subject to production if
        required of receipts and vouchers.

8.      COMPANY CAR

8.1     The Company shall provide the Executive with a motor car commensurate
        with the Executive's position for the purpose of performing his duties
        hereunder and the Company shall bear the cost of all petrol and oil, 
        both business and private mileage, and all other expenses reasonably 
        and properly incurred by him in the use of such motor car.

8.2     The Executive shall take good care of the vehicle and procure that the
        provisions and conditions of any policy of insurance relating thereto 
        are observed in all respects, and shall comply with all regulations of
        the Company relating to company cars.

8.3     Upon the determination (howsoever arising) of his employment hereunder
        the Executive shall forthwith return the vehicle, its keys and all 
        documents relating to it to the Company at its principal place of 
        business or as otherwise directed by the Company.

9.      PENSION, ETC. BENEFITS

9.1     During the continuance of his employment hereunder the Executive shall
        be entitled to become a member of the Pension Scheme (in relation to
        which there is not a contracting out certificate in force) subject to 
        the rules and regulations of the Pension Scheme from time to time.  The
        Company will at the Executive's option make contributions to a personal
        pension plan equal to those which it would pay in respect of the 
        Executive to the Pension Scheme.

9.2     During the continuance of his employment hereunder the Executive shall
        be entitled to participate at the Company's expense in the Company's:-


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        (a) life assurance scheme with Zurich Life;

        (b) private medical scheme with BUPA; and

        (c) permanent health scheme with Unum;

        subject to the rules of the schemes from time to time.

9.3     During the continuance of his employment hereunder the Executive shall
        be entitled to participate in:-

        (a) the Company's Bonus Incentive Scheme; and
        
        (b) the Innovex Limited profit related pay scheme;

        subject to the rules of such schemes as from time to time amended.

9.4     The Executive will be invited to participate in the share option scheme
        proposed to be adopted by the Company.

10.     HOLIDAYS

10.1    In addition to bank and other public holidays the Executive shall be
        entitled in every calendar year to 25 working days' paid holiday, 
        22 days to be taken at such time or times as may be approved by the 
        Board and 3 days to be taken at such time as shall be designated by the
        Board PROVIDED THAT to the extent that any holiday entitlement is not 
        taken in any calendar year the same shall be lost.

10.2    Holiday entitlement shall be deemed to accrue at the rate of 2 days per
        month and on the determination of his employment hereunder the 
        Executive shall be entitled to pay in lieu of outstanding holiday 
        entitlement and shall be required to repay to the Company pay for 
        holiday taken in excess of his actual entitlement and for the purposes 
        of this Clause the basis for payment shall be 1/261 annual salary for 
        each day's holiday entitlement.


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11.     INCAPACITY

11.1    If the Executive is absent from work due to illness or accident he 
        shall notify the Company Secretary as soon as possible and if this 
        incapacity continues for seven or more consecutive days or for more 
        than fourteen working days in any year he shall submit a doctor's 
        certificate to the Company.

11.2    If the Executive is absent from work due to illness or accident duly
        notified and certified in accordance with Clause 11.1 the Company shall
        pay the Executive his full remuneration (including bonus/commission) 
        for up to an aggregate of 130 working days absence in any period of 
        twelve months and thereafter such remuneration (if any) as the Board 
        shall in its discretion approve.

11.3    The remuneration paid under Clause 11.2 shall include any Statutory
        Sick Pay payable and when this is exhausted shall be reduced by the 
        amount of any Social Security Sickness Benefit or other benefits 
        recoverable by the Executive (whether or not recovered).

11.4    The Company may at its expense at any time whether or not the Executive
        is then incapacitated require the Executive to submit to such medical
        examinations and tests by doctor(s) nominated by the Company and the 
        Executive hereby authorizes such doctor(s) to disclose to and discuss 
        with the Company and its medical adviser(s) the results of such 
        examinations and tests.

12.     SECRECY

        The Executive shall during the continuance of his employment hereunder
        and at all times thereafter keep with inviolable secrecy and shall not 
        reveal, disclose or publish to any person other than the Board or 
        persons nominated by them or otherwise utilise other than for the 
        proper performance of his duties any information of a confidential or 
        secret nature (including without limitation trade secrets, know-how, 
        inventions, designs, processes, formulae, notations, improvements, 
        financial information and lists of customers) concerning the affairs or 
        business or products of the 

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        Company or of any Associated Company or of any of their predecessors in 
        business or of their suppliers, agents, distributors or customers of 
        which he may now know or have learned or which he may hereafter know or
        learn while in the Company's employment, and shall not use for his own 
        purposes or for any purposes other than those of the Company or of any 
        Associated Company any such confidential information.

13.     INTELLECTUAL PROPERTY

13.1    All relevant Industrial Property and all Industrial Property Rights
        therein shall to the fullest extent permitted by law belong to, vest in
        and be the absolute, sole and unencumbered property of the Company or 
        an Associated Company.

13.2    The Executive hereby:-
        
        (a) acknowledges for the purposes of Section 39, Patents Act 1977 that
            because of the nature of his duties and the particular 
            responsibilities arising from the nature of his duties he has and 
            at all times during his employment will have a special obligation 
            to further the interests of the undertakings of the Company and of
            any Associated Company;

        (b) undertakes to notify and disclose to the Company in writing full
            details of all relevant Industrial Property forthwith upon the
            production of the same, and promptly whenever requested by the 
            Company and in any event upon the determination of his employment
            with the company deliver up to the Company all correspondence and 
            other documents, papers and records, and all copies thereof in his 
            possession, custody and power relating to any relevant Industrial 
            Property;

        (c) undertakes to hold upon trust for the benefit of the Company or any
            Associated Company any relevant Industrial Property and the 
            Industrial Property Rights therein to the extent the same may not 
            be and until the same are vested absolutely in the Company or any 
            Associated Company;

                                     -9-




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        (d) assigns by way of present assignment of future copyright all
            copyright in all relevant Industrial Property;

        (e) acknowledges that save as provided by law no further remuneration
            or compensation other than that provided for herein is or may 
            become due to the Executive in respect of the performance of his 
            obligations under this Clause; and

        (f) undertakes at the expense of the Company to execute all such
            documents, make such applications, give such assistance and do such
            acts and things as may in the opinion of the Board be necessary or
            desirable to vest in and register or obtain letters patents in the 
            name of the Company or any Associated letters patents in the name 
            of the Company or any Associated Company and otherwise to protect 
            and maintain the relevant Industrial Property and the Industrial 
            Property Rights therein.

13.3    To the extent that by law any relevant Industrial Property or the
        Industrial Property Rights therein do not, or are not permitted to, 
        vest in or belong to the Company or any Associated Company the 
        Executive agrees immediately upon the same coming into existence to 
        offer to the Company or any Associated Company in writing a right of 
        first refusal to acquire the same on arm's length terms to be 
        negotiated and agreed between the parties in good faith.

14.     RESTRICTIONS DURING EMPLOYMENT

        The Executive shall not during the continuance of his employment
        hereunder without the prior consent in writing of the Board either 
        alone or jointly with or on behalf of others and whether directly or 
        indirectly and whether as principal, partner, agent, shareholder, 
        director, employee or otherwise howsoever engage in, carry on or be 
        interested or concerned in any business other than that of the Company 
        and its Associated Companies PROVIDED THAT nothing in this Clause shall
        preclude the Executive from:-

        (a) holding shares or other securities as a bona fide investment only
        in any company where such shares or other securities are quoted or 
        otherwise dealt in on a recognized or designated

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            investment exchange and the Executive's aggregate holding of such
            shares or securities does not constitute more than five per cent 
            of all the equity shares in the capital of that company or confer 
            the right to cast more than five per cent of all the votes 
            ordinarily capable of being cast at general meetings of the 
            shareholders of that company; or

        (b) maintaining his present outside business interests and investments
            as disclosed to, and approved by, the Board (such approval not to 
            be unreasonably withheld) and PROVIDED ALWAYS that:-

            (i) such business is not at any time in competition with the Company
                or any of its subsidiaries; and

           (ii) the Executive's duties hereunder to the Company shall have 
                priority and the pursuit of such outside interests shall not 
                unduly interfere with the due and proper performance of such 
                duties.

15.     GRIEVANCE AND DISCIPLINARY PROCEDURE

15.1    If the Executive wishes to seek redress of any grievance relating to
        his employment he should refer such grievances to the Board for 
        resolution.

15.2    The Company's disciplinary procedures from time to time in force shall
        apply to the Executive.

16.     TERMINATION

16.1    If:-

        (a) the Executive shall be or become of unsound mind or be or become a
            patient for any purpose of any statute relating to mental health; or


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        (b) the Executive shall enter into any composition or arrangement with
            or for the benefit of his creditors including a voluntary 
            arrangement under the Insolvency Act 1986; or

        (c) a bankruptcy petition is presented against the Executive or if
            circumstances exist now or in the future under which such a 
            petition could be presented; or
        
        (d) the Executive shall commit any act of dishonesty whether relating
            to the Company, any Associated Company, an employee or otherwise; or

        (e) the Executive is guilty of any misconduct or commits any serious
            or persistent breach of any of his obligations to the Company or 
            any Associate Company (whether under this Agreement or otherwise) 
            or refuses or neglects to comply with any lawful orders or 
            directions given to him by the Board consistent with the terms of 
            this Agreement; or

        (f) the Executive is guilty of any conduct tending to bring himself, the
            Company or any Associated Company into disrepute; or

        (g) the Executive shall be or be prohibited or disqualified from
            holding the office which he holds in the Company or any Associated
            Company or shall be removed from any such office or shall resign 
            from any such office without the prior written consent of the Board;

THEN the Company shall be entitled by notice in writing to the Executive to
determine his employment under this Agreement forthwith whereupon the Executive
shall have no claim against the Company for damages or otherwise by reason of
such determination.

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16.2    This Agreement shall automatically terminate on the Executive's 65th
        birthday.

16.3    Upon the termination of the Executive's employment for whatever reason
        the Executive shall:-

        (a) immediately tender his resignation from all offices he holds in the
            Company and in any Associated Company without prejudice to any 
            other rights accruing to either party hereto: and

        (b) deliver to the Company forthwith all documents, (including copies),
            and all keys, credit cards, books and other property of the Company
            or any Associated Company then in his possession.

16.4    After the termination of the Executive's employment hereunder he shall
        not at any time thereafter represent himself as being in any way 
        connected with or interested in the business of or employed by the 
        Company or any Associated Company; or use for trade or other purposes 
        the name of the Company or any Associated Company or any name capable 
        of confusion therewith.

16.5    The termination of the Executive's employment hereunder for whatever 
        reason shall not affect those terms of this Agreement which are 
        expressed to have effect thereafter and shall be without prejudice to 
        any accrued rights or remedies of the parties.

17.     POST-TERMINATION OBLIGATIONS

17.1    The Executive undertakes to and covenants with the Company that,
        unless he shall be wrongfully dismissed:-

        (a) he will not for a period of 18 months after termination of this
            Agreement in the Restricted Territories directly or indirectly 
            deal with or engage in business with or be in any way interested in
            or connected with (in each case in relation to the Business) any 
            concern, undertaking, firm or body corporate which engages in or 
            carries on within any part of 

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            the Restricted Territories the Business in competition with the 
            Company or any Associated Company; and

        (b) he will not for a period of 2 years after the termination of this
            Agreement directly or indirectly:-

            (i) in competition with the Company or any Associate Company
                solicit the custom of (or offer or agree to provide goods or 
                services of a like description to those provided by the Company
                or any Associated Company to) any person firm or company which
                is, or which has at any time during the period of 2 years 
                preceding the termination of this Agreement been a customer or 
                client of the Company or any Associated Company;

           (ii) interfere or seek to interfere with the relations between the
                Company or any Associated Company and any of its suppliers;

          (iii) solicit, interfere with or endeavour to entice away from the 
                Company or any Associated Company any person who is an employee 
                or director of the Company or any Associated Company (whether
                or not such person would commit a breach of the terms of his
                contract of employment by leaving the service of the company 
                concerned) or knowingly employ, or assist in or procure the 
                employment by any other person firm or company of, any such 
                person.

17.2    Each of the obligations on the Executive contained in the above
        provisions of this Clause constitutes an entirely separate and 
        independent restriction on the Executive notwithstanding that they may
        be contained in the same sub-clause, paragraph, sentence or phrase.

17.3    If any obligation set out in Clause 17.1 or any part thereof shall be
        held invalid or unenforceable or void but would not be so held if some 
        part of it were deleted or modified or varied then such

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        provision shall apply with such deletion, modification or variation as
        may be necessary to make it valid and effective.

18.     GENERAL

18.1    No failure or delay by the Company in exercising any right, power or
        privilege under this Agreement shall operate as a waiver thereof nor
        shall any single or partial exercise by the Company of any right, power 
        or privilege preclude any further exercise thereof or the exercise of
        any other right, power or privilege.

18.2    The Executive hereby irrevocably and by way of security appoints the
        Company and each Associated Company now or in the future existing to be
        his attorney and in his name and on his behalf and as his act and deed 
        to sign, execute and do all acts, things and documents which he is 
        obliged to execute and do under the provisions of this Agreement and 
        the Executive hereby agrees forthwith on the request of the Company to 
        ratify and confirm all such acts, things and documents signed, executed
        or done in pursuance of this power.

19.     NOTICES

19.1    Any notice or other communication given or made under this Agreement
        shall be in writing and may be delivered to the relevant party or sent 
        by first class prepaid post to the address of that party specified in 
        this Agreement or such other address in England as may be notified by 
        that party from time to time for this purpose, and shall be effectual 
        notwithstanding any change of address not so notified.

19.2    Unless the contrary shall be proved each such notice or communication
        shall be deemed to have been given or made, if by first class prepaid 
        post, 72 hours after posting and, if by delivery, at the time of 
        delivery.


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20.     OTHER AGREEMENTS

        This Agreement supersedes all other agreements whether written or oral
        between the Company or any Associated Company and the Executive
        relating to the employment of the Executive and the Executive 
        acknowledges and warrants to the Company that he is not entering into 
        this Agreement in reliance on any representation not expressly set out
        herein.

21.     GOVERNING LAW
        
        This Agreement shall be governed by and construed in all respects in
        accordance with English law and the parties agree to submit to the
        exclusive jurisdiction of the English Courts as regards any claim or 
        matter arising in respect of this Agreement.


IN WITNESS whereof this Agreement has been signed for and on behalf of the
Company and duly executed as a Deed by the Executive the day and year first
above written




SIGNED by                       )
for and on behalf of            )     /s/ Barrie S. Haigh
INNOVEX HOLDINGS LIMITED        )
in the presence of:-

   /s/ A.R. Gordon



EXECUTED and DELIVERED as a     )     /s/ Paul Knott
Deed by PAUL KNOTT              )
in the presence of:-

   /s/ A.R. Gordon