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                                                                  EXHIBIT 10.13




                            DEED OF NON-COMPETITION

                                    BETWEEN

                         QUINTILES TRANSNATIONAL CORP.

                                      AND

                                   PAUL KNOTT

                                29 NOVEMBER 1996
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                                    INDEX



  CLAUSE                                                                 PAGE
  ------                                                                 ----

  1.  Certain Definitions..............................................   3

          1.1     Certain Definitions..................................   3

  2.  Non-competition and Non-solicitation Covenants....................  3

          2.1     General..............................................   3

          2.2     Non-Competition......................................   3

          2.3     Holding of Shares or Securities......................   5 

          2.4     Nondisclosure........................................   5

          2.5     Geographical Restriction.............................   5

          2.6     Non-Competition Period...............................   6

          2.7     Remedies.............................................   6

          2.8     Other Agreements.....................................   6

  3.  General Provisions................................................  6

          3.1     Notices..............................................   6

          3.2     Variation............................................   7

          3.3     Entire Agreement.....................................   7

          3.4     Assignment...........................................   8

          3.5     Law and Jurisdiction.................................   9


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THIS NON-COMPETE AGREEMENT dated 29 November 1996 is executed as a Deed and     
is made                                                       

BETWEEN

(1)       QUINTILES TRANSNATIONAL CORP., a corporation incorporated under the
          laws of North Carolina, U.S.A. (the "Purchaser"); and

(2)       PAUL KNOTT, an individual residing at The Gables, Elvendon Road,
          Goring-on-Thames, Oxon, RG8 ODT (the "Vendor").

WHEREAS:

(A)       Concurrently with the execution of this Agreement, the Purchaser, the
          Vendor and others are consummating certain transactions under a Share 
          Exchange Agreement ("the Share Exchange Agreement") pursuant to which
          the Vendor and other vendors are exchanging their shares of Innovex
          Limited ("Innovex") for shares of Quintiles Transnational Corp.

(B)       The Vendor is entering into this Agreement as a condition precedent to
          completion under the Share Exchange Agreement.

(C)       Upon completion of the share exchange pursuant to the Share Exchange
          Agreement, Vendor will own approximately 57,006 shares of the
          outstanding common stock of the Purchaser.

  NOW THIS DEED WITNESSETH as follows:

                           1. CERTAIN DEFINITIONS

1.1       Certain Definitions.  In this Agreement the following words and
          expressions shall have the meanings respectively ascribed to them:

          "Affiliates" shall mean: (i) the Purchaser; (ii) any Purchaser
          subsidiary or related entity (including without limitation Innovex
          and its subsidiaries); and (iii) any entity directly or indirectly    
          beneficially owned or controlled in whole or part by the Purchaser or
          any Purchaser subsidiary or related entity, in each case as existing
          at or prior to the date of termination of Vendor's employment.

              2. NON-COMPETITION AND NON-SOLICITATION COVENANTS

2.1       General.  In consideration of the Purchaser agreeing to complete the
          Share Exchange Agreement, during the Vendor's employment with the     
          Purchaser and the Non-Competition Period (as defined in Section 2.6):

2.2       Non-Competition.  The Vendor shall not, either alone or jointly with
          another or others, whether as principal, agent, director,
          shareholder, independent contractor, officer, employee or in any
          other capacity, whether directly or indirectly, and whether for his
          own benefit or that of others:

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(a)    be engaged or have an economic interest in any business which competes
with any business carried on or engaged in by the Purchaser or any of its       
Affiliates at or before (provided such business has not been terminated or
abandoned by Purchaser or such Affiliate) the date of termination of Vendor's
employment, including without limitation Related Activities (as defined below)
(hereinafter, a "Competitive Business");

(b)    solicit or endeavor to solicit on behalf of a Competitive Business, 
from or with any person or entity:

        (i)     who or which was a customer of the Purchaser or any of its
Affiliates at any time during the period of twelve (12) months preceding the
date of the termination of the Vendor's employment;

        (ii)    who or which the Vendor or someone for whom he was directly
responsible solicited, negotiated, contracted, serviced, advised or had contact
with on the Purchaser's or any of its Affiliates' behalf; or

        (iii)   to whom the Purchaser or any of its Affiliates had made
proposals to do business at any time during the period of twelve (12) months
preceding the date of the termination of the employment;

(c)   deal, do business or endeavor to deal or do business for a Competitive    
Business from or with any person or entity:           

        (i)     who or which was a customer of the Purchaser or any of its
Affiliates at any time during the twelve (12) months preceding the date of the
termination of the employment;

        (ii)    who or which the Vendor or someone for whom he was directly
responsible solicited, negotiated, contracted, serviced, advised or had contact
with on the Purchaser's or any of its Affiliates' behalf; or

        (iii)   to whom the Purchaser or any of its Affiliates had made
proposals to do business at any time during the period of twelve (12) months
preceding the date of the termination of the employment;

(d)    without the written permission of the Board of the Purchaser (such
permission not to be unreasonably withheld or delayed and in particular such    
permission will not be withheld if the Purchaser considers that the Vendor has
neither a personal influence with clients nor is in possession of confidential
information) offer employment to or otherwise solicit for employment the
services of any individual who was an employee or director of the Purchaser or
any of its Affiliates during the period of twelve (12) months preceding the
date of termination of employment whether or not such persons would commit any
breach of his contract of employment with the Purchaser or any of its
Affiliates by reason of his leaving service; or

(e)    directly or indirectly take any action which is intended to be   
materially detrimental or otherwise intended to be adverse to the Purchaser's
and/or any of its Affiliates'

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    goodwill, name, business relations, prospects and operations.

    Notwithstanding anything in this Agreement to the contrary, the following   
    activities will not be deemed to contravene the provisions of this
    Agreement:

         (i)     Owning, operating, controlling or serving as a director,
    officer or employee of or consultant to any company the principal business
    of which is manufacturing, distributing, marketing and/or selling
    pharmaceutical products the rights to which are owned by or licensed
    to such company; provided that the amount of the consolidated revenues of
    such company in any year derived from operations (as defined below,
    "Related Activities") involving providing, on a contract, for hire, or
    similar basis (i) drug development services, (ii) pharmaceutical or
    clinical research services, (iii) pharmaceutical sales or marketing
    services, (iv) health information management services, and/or (v) any other
    activity which constitutes a significant part of the business of the
    Purchaser (in the case of subparagraph (v), at or before the date of
    termination of Vendor's employment) will not exceed the greater of five
    percent (5%) of consolidated revenues or five percent (5%) of consolidated
    expenses of such company; provided further that Vendor shall have no direct
    involvement in such Related Activities as a director, officer, employee,
    consultant or otherwise; provided further, it is agreed that Related
    Activities are intended to be limited to activities which are incidental to
    the operations of a pharmaceutical business and are not, without limiting
    the foregoing, any activities dedicated primarily to a Competitive Business
    or the purpose of drug development, marketing, sales services, or health
    benefit analysis of the products or potential products of third parties.

         (ii)    the provision of executive search consulting services so long
    as such services are not provided to an entity engaged in Related 
    Activities; and

         (iii)   the provision of financial consulting services so long as such
    services are not provided to an entity engaged in Related Activities.

2.3 Holding of Shares or Securities.  Section 2.2 shall not prohibit the
    holding (directly or through nominees or otherwise) of shares or other
    securities of another company which are listed or traded on any recognized
    stock exchange being a holding (which phrase shall include any interest in
    any such holding) entitling the holder to no more than two and one half
    percent (2.5%) of the voting power of such body corporate.

2.4 Nondisclosure.  The Vendor shall not either before or after the termination
    of his employment disclose to any person or persons any confidential
    information in relation to the affairs of the Purchaser or any of its
    Affiliates or any client or customer thereof which he has become or may
    have become possessed whilst in the service of the Purchaser except in the
    proper course of his duties as an officer, director or employee of the
    Purchaser or as authorized by the Board or as ordered by a Court of
    competent jurisdiction or pursuant to other governmental process.

2.5 Geographical Restriction.  The restrictions set forth in Sections 2.2(a)
    apply to the following geographical areas: the United Kingdom, the
    Federal Republic of Germany and the United States of America, including the
    territories and possessions thereof.

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2.6 Non-Competition Period.  As used in this Agreement "Non-Competition
    Period" means the eighteen (18) month period following the termination of
    Vendor's employment, (irrespective of the circumstances of such
    termination, except that the final six months of any garden leave shall run
    concurrently with the first six months of the Non-Competition Period),
    except that for purposes of the restrictions set forth in Sections 2.2(b)
    and 2.2(c) (regarding solicitation, etc.), "Non-Competition Period" shall
    mean the twenty-four (24) month period following the termination of
    Vendor's employment (irrespective of the circumstances of such
    termination).

2.7 Remedies.  Vendor acknowledges and agrees that Vendor's failure to abide by
    the provisions of this Agreement would cause irreparable harm to the
    Purchaser and/or its Affiliates for which legal remedies would be
    inadequate.  Therefore, in addition to any legal or other relief to which
    the Purchaser and/or its Affiliates may be entitled by virtue of Vendor's
    failure to abide by these provisions: (i) the Purchaser may seek legal and
    equitable relief, including but not limited to preliminary and permanent
    injunctive relief, for Vendor's actual or threatened failure to abide by
    these provisions; (ii) Vendor will, upon final judicial determination that
    Vendor has breached the terms of this Agreement, indemnify the Purchaser
    and/or its Affiliates for all expenses (including legal fees) in seeking to
    enforce these provisions; and (iii) if, as a result of Vendor's failure to
    abide by the provisions, any commission or fee becomes payable to Vendor or
    to any person, corporation or other entity with which Vendor has become
    employed or otherwise associated, Vendor shall pay the Purchaser or cause
    the person, corporation or other entity with whom he has become employed or
    otherwise associated to pay the Purchaser an amount equal to such
    commission or fee.

2.8 Other Agreements.  Nothing in this Agreement shall terminate, revoke or
    diminish Vendor's obligations or the Purchaser's and/or its Affiliates'     
    rights and remedies under law or under Vendor's existing service agreement
    and the Share Exchange Agreement relating to trade secrets, confidential
    information, non-competition and intellectual property.

                             3. GENERAL PROVISIONS

3.1 Notices.  All notices, demands, requests, or other communications which
    may be or are required to be given, served, or sent by any party to any
    other party pursuant to this Agreement shall be in writing and shall be
    hand delivered, sent by overnight courier or mailed by first-class
    registered post, postage prepaid, return receipt requested or transmitted
    by telegram, telecopy or telex, addressed as follows:

    (a)  If to the Purchaser:

         Quintiles Transnational Corp. 
         4709 Creekstone Drive 
         Riverbirch Building, Suite 300 
         Durham, North Carolina 
         U.S.A. 27703 
         Attention: Gregory D. Porter
         Fax: 919-941-2090

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         with a copy which shall not constitute notice to:

         Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan L.L.P. 
         2500 First Union Capital Center 
         Raleigh, North Carolina 
         U.S.A. 27601

         Attention: Gerald F. Roach

         Fax: 919-821 6800



(b)      If to the Vendor:

         Paul A. Knott 
         The Gables 
         Elvendon Road 
         Goring-on-Thames 
         Oxon, RG8 ODT, England

         With a copy which shall not constitute notice to:





         Attention:

         Fax:

    Each party may designate by notice in writing a new address to which any
    notice, demand, request or communication may thereafter be so given, served
    or sent.  Each notice, demand, request, or communication which shall be
    hand delivered, sent, mailed, telecopied or telexed in the manner described
    above, or which shall be delivered to a telegraph company, shall be deemed
    sufficiently given, served, sent, received or delivered for all purposes at
    such time as it is delivered to the addressee (with the return receipt, the
    delivery receipt, or (with respect to a telecopy or telex) the answerback
    being deemed conclusive, but not exclusive, evidence of such delivery) or
    at such time as delivery is refused by the addressee upon presentation.

3.2 Variation.  No variation of this Agreement shall be valid or effective
    unless made by one or more instruments in writing signed by all of the
    parties hereto.

3.3 Entire Agreement.  Except as expressly provided in this Agreement, this     
    Agreement: (i) supersedes and cancels all other understandings and
    agreements, oral or written,

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    with respect to Vendor's obligations with respect to non-competition which
    Vendor has executed in the past; (ii) supersedes all other understandings
    and agreements, oral or written, between the parties with respect to the
    subject matter of this Agreement; and (iii) constitutes the sole agreement
    between the parties with respect to the matters covered.  No change or
    modification of this Agreement shall be valid or binding upon the parties
    unless such change or modification is in writing and is signed by the
    parties.

3.4 Assignment.  Neither of the parties hereto shall assign or otherwise deal
    with any of its right, title or interest in this Agreement without the
    prior written consent of the other party to this Agreement, which consent
    may be withheld in such party's absolute discretion, provided, however,
    that the Purchaser may in its absolute discretion assign all or any of its
    right title and interest in this Agreement to an Affiliate or to a
    subsequent purchaser of all of the share capital of the Company or all or
    substantially all of the assets of the Company.

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3.5      Law and Jurisdiction.  This Agreement shall be governed by and
         construed in accordance with English law and the parties irrevocably
         submit to the non-exclusive jurisdiction of the High Court of Justice
         in London for all purposes connected with it.


IN WITNESS whereof this Agreement has been executed and unconditionally
delivered as a Deed the day and year first-above written.



Signed and delivered as a Deed       )
by Quintiles Transitional Corp.      )
by its duly authorized               )
Vice President, Rachel R. Selisker,  )
and by its duly authorized           )
Secretary, Gregory D. Porter         )


/s/ Rachel R. Selisker
---------------------------
Rachel R. Selisker
Vice President


/s/ Gregory D. Porter
---------------------------
Gregory D. Porter
Secretary



Signed and delivered as a Deed       )     /s/ Paul Knott
by Paul Knott                        )


in the presence of:

Name: David B. Rockwell              )
     -----------------------
Address: 28 Willow Road              )
         -------------------
         Hampstead, London           )
         -------------------
         NW3 1TL, England            )
         -------------------
Occupation: Attorney                 )
            ----------------

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