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                                                                  Exhibit 10.19



      MEMORANDUM OF AGREEMENT entered into at Senneville, Quebec this 19th day
of June, 1997

BETWEEN:

      CLINTRIALS BIORESEARCH LTD., a company incorporated under the laws of the
      Province of Quebec and having its head office in the Village of
      Senneville, Quebec

                                                         PARTY OF THE FIRST PART

      - and -

      MICHAEL F. ANKCORN, Executive, residing and domiciled in Beaconsfield,
      Quebec

                                                      , PARTY OF THE SECOND PART

      WHEREAS the Executive is an employee of ClinTrials BioResearch Ltd., and
it is in the best interests of ClinTrials BioResearch Ltd. to make suitable
provisions for the retirement income of the Executive.

      NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
mutual covenants and agreements herein contained, the parties agree as follows:

1.    DEFINITIONS

      1.1   The following terms where used in this Agreement shall have the
            meanings set forth below:

            (a)   "Basic Plan Benefit" means the annual amount of pension
                  payable to the Executive from year to year under the Plan and
                  under The ClinTrials BioResearch Ltd. Pension Plan or any
                  successor or substitute therefor in the normal form of pension
                  provided under the terms of the Plan upon the retirement,
                  termination of employment or disablement of the Executive, or,
                  the amount of benefit payable to his Spouse, designated
                  beneficiary or estate, in the event of his death,
                  notwithstanding any election by the Executive to defer payment
                  under the terms of the Plan or to receive benefits from the
                  Plan in an optional form, and shall not include any benefits
                  attributable to voluntary contributions made under the Plan;
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             2
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            (b)   "Company" means ClinTrials BioResearch Ltd.; for the
                  determination of the Executive's Earnings in respect of a
                  period prior to August 1, 1996, "Company" shall mean
                  Bio-Research Laboratories Ltd.;

            (c)   "Early Retirement Date" means the first day of the month
                  coincident with or following the Executive's attainment of age
                  fifty (50) and prior to his attainment of age sixty-five (65)
                  on which he elects to retire in accordance with the Plan;

            (d)   "Earnings" means the amount of base salary received from the
                  Company in any period and excludes benefits from the Company's
                  Long Term Disability Insurance Plan;

            (e)   "Normal Retirement Date" means the last day of the month in
                  which the Executive attains age sixty-five (65);

            (f)   "Plan" means the Pension Plan for Designated Employees of
                  ClinTrial BioResearch Ltd. as the same may be amended from
                  time to time, and includes any plan which may be substituted
                  therefor;

            (g)   "Retiring Allowance" means the amounts payable to the
                  Executive pursuant to the terms of this Agreement;

            (h)   "Retirement Date" means an Early Retirement Date, the Normal
                  Retirement Date or such later date as of which the Executive,
                  in accordance with the terms of the Plan, actually retires;

            (i)   "Service" means the years and completed months (months
                  expressed as twelfths of a year) of the Executive's
                  Pensionable Service determined in accordance with the Plan, as
                  determined by the Company; and

            (j)   "Spouse" means the person of the opposite sex who, at the
                  earlier of the commencement of the Retiring Allowance
                  hereunder and the date of the Executive's death, meets one of
                  the following eligibility requirements:

                  (i)   the person who is married to the Executive; or

                  (ii)  where the Executive is not married, the person who lives
                        together with the Executive in a conjugal relationship,
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             3
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                        (A)   continuously for a period of three years or more;
                              or

                        (B)   continuously for a period of one year or more if:

                              -     at least one child is born, or to be born,
                                    of their union;

                              -     they have adopted, jointly, at least one
                                    child while living together in a conjugal
                                    relationship; or

                              -     one of them has adopted at least one child
                                    who is the child of the other, while living
                                    together in a conjugal relationship,

                  provided that not more than one person shall be a Spouse
                  hereunder and in the event of more than one person having
                  claims to be such, the determination of the Company as to
                  which person shall be the Spouse, on the basis of evidence
                  available to it, including any requested signed written
                  statement from the Executive, which it considers sufficient
                  for the purposes of such determination, shall be final. In the
                  event of any judicial proceedings regarding competing claims
                  which are substantially equal, the Company may make payment of
                  the benefits due to the courts for their determination as to
                  who is the rightful claimant.

2.    AMOUNT OF RETIRING ALLOWANCE

      2.1   Subject to the terms and conditions of this Agreement, the Executive
            shall be entitled to receive a Retiring Allowance commencing on his
            Retirement Date in an annual amount computed as of January 1 of each
            year equal to:

            (a)   the amount of pension which would have been received by the
                  Executive in the normal form provided by the Plan, computed as
                  if the maximum pension rules of Revenue Canada as set out in
                  Subsections 10.03(b)(ii), 10.04(b), 10.04(c) and Section 11.04
                  of the Plan did not apply;

            less

            (b)   the Executive's Basic Plan Benefits calculated on the
                  assumption that such benefits commence on the Executive's
                  Retirement Date.
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             4
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3.    TERMINATION OF EMPLOYMENT

      3.1   The Executive agrees that nothing herein contained shall be
            construed as a guarantee of employment.

      3.2   In the event the Executive shall cease to accrue Service for any
            reason, other than death, disability or dismissal for cause, prior
            to his actual retirement the Executive shall become entitled to a
            Retiring Allowance commencing on the Executive's Retirement Date, in
            an annual amount computed in accordance with Section 2 of this
            Agreement but recognizing Earnings and Service only to the date of
            the termination of his Service.

4.    DISABILITY PRIOR TO RETIREMENT

      4.1   If the Executive becomes disabled while employed by the Company and
            becomes entitled to receive long-term disability benefits under a
            disability plan sponsored by the Company, he shall become entitled
            to a Retiring Allowance commencing at his Normal Retirement Date, if
            he is then alive, in an annual amount equal to the amount which
            would otherwise have been payable to him in accordance with Section
            2. hereof if

            (a)   he had retired on his Normal Retirement Date,

            (b)   his Service had included the period of time between the date
                  of his disablement and his Normal Retirement Date, and,

            (c)   his Earnings during such period had continued at the rate in
                  effect as of his date of disablement.

      4.2   If the Executive recovers from any disability referred to in
            paragraph 4.1 and resumes employment with the Company prior to his
            Normal Retirement Date, he shall be entitled to the Retiring
            Allowance determined pursuant to the terms of this Agreement and
            commencing upon his Retirement Date. For such purpose, the
            Executive's Service shall include the period of disability, and his
            Earnings during such period shall be deemed to be at the rate in
            effect at the date of disablement.
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             5
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5.    DEATH PRIOR TO RETIREMENT

      5.1   If the Executive dies while in active employment or after
            termination of employment and, in either event, prior to receiving a
            Retiring Allowance in accordance with paragraph 2.1 or paragraph 3.2
            hereof, his Spouse or, if none, his designated beneficiary or his
            estate shall be entitled to a Retiring Allowance which shall:

            (a)   if death occurs prior to the Normal Retirement Date, be equal
                  to the actuarial equivalent, determined in accordance with the
                  Plan, of the Retiring Allowance to which he would be entitled
                  pursuant to paragraph 2.1 or paragraph 3.2 hereof, as
                  applicable, calculated as if the Executive had elected the
                  earliest Retirement Date possible following the date of death,
                  or

            (b)   if death occurs on or after Normal Retirement Date, be payable
                  monthly, commencing on the first day of the month coincident
                  with or next following the date of death, in an amount equal
                  to the Retiring Allowance which would otherwise have been
                  payable if the Executive had elected to commence receiving the
                  Retiring Allowance to which he was entitled under paragraph
                  2.1 or paragraph 3.2 hereof, as applicable, on the first day
                  of the month in which his death occurred.

      5.2   The Retiring Allowance payable pursuant to paragraph 5.1 in the
            event of the Executive's death while in active employment shall be
            offset by the benefit payable under the Company's group life
            insurance program to the extent that such benefit has been funded by
            the Company and has not been similarly applied in the determination
            of the Basic Plan Benefits payable in the circumstances.

6.    PAYMENT OF RETIRING ALLOWANCE

      6.1   The Retiring Allowance provided under this Agreement shall be
            payable in the manner and upon the terms and conditions relating to
            the payment of pensions and other benefits in normal form under the
            provisions of the Plan. The Executive, his Spouse or beneficiary, as
            applicable, shall be entitled to elect payment of the Retiring
            Allowance in any of the optional forms provided for under the Plan
            in the manner and subject to the terms and conditions contained
            therein.
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             6
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      6.2   Notwithstanding the above, the Executive may elect on his Retirement
            Date to receive a lump sum equal to the actuarial value of any
            benefits he is entitled to on his Retirement Date.

7.    FUNDING OF RETIRING ALLOWANCE

      7.1   The Company shall be responsible for funding the Retiring Allowance
            by depositing with a custodian, from time to time, sufficient
            amounts as estimated and revised periodically by the Plan actuary.
            For that purpose, a Retirement Compensation Arrangement, as defined
            in the Income Tax Act, shall be set up.

      7.2   A custodian shall be selected by the Company to hold and invest the
            funds and to administer the Retirement Compensation Arrangement. An
            agreement shall be entered into between the custodian and the
            Company, respecting the terms and conditions of this Retirement
            Compensation Arrangement.

      7.3   Any amount held by the custodian in the Retirement Compensation
            Arrangement that exceeds the funds required to provide for the
            Retiring Allowance or that remains after the full payment of all the
            benefits under this Agreement may, at the sole discretion of the
            Company, be returned to the Company.

8.    NOTICE

      8.1   Any notice or other communication required or permitted hereunder
            shall be in writing and shall be effectively given if sent by
            registered mail, postage prepaid, addressed

            (a)   if to the Executive, to:

                  Michael F. Ankcorn

            (b)   if to the Company, to

                  ClinTrials BioResearch Ltd.
                  87 Chemin Senneville
                  Senneville, Quebec
                  H9X 3R3
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Memorandum of Agreement between
ClinTrials BioResearch Ltd. and
Michael F. Ankcorn                                                             7
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                  or to such other address or addresses as may be notified by
                  either party to the other pursuant to the foregoing
                  provisions, and any such notice or communication sent by mail
                  as aforesaid shall be deemed to have been given two (2)
                  business days after the date of mailing, except any notice of
                  change of address which shall be effective only upon receipt.

9.    BINDING EFFECT

      9.1   This Agreement, and the rights and obligations of the Executive
            described herein, shall not be assignable by the Executive. Subject
            to the foregoing, this Agreement shall enure to the benefit of and
            be binding upon the Executive, his heirs and personal
            representatives and on the Company, its successors and assigns.

10.   REPEAL OF PREVIOUS AGREEMENT

      10.1  This Agreement replaces the agreement entered into between
            Bio-Research Laboratories Ltd. and the Executive on June 28, 1991.
            The terms of the previous agreement thereby become null.

11.   CONTRACT LANGUAGE

      11.1  Les parties aux presentes ont requis que le present document soit
            redige en langue anglaise. The parties have requested the present
            document be written in the English language.

      IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.

SIGNED, SEALED AND DELIVERED        )
in the presence of Suzanne O'Malley )
                                    )
/s/ Suzanne O'Malley                )    /s/ Michael F. Ankcorn
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                                         MICHAEL F. ANKCORN

                                         CLINTRIALS BIORESEARCH LTD.


                                         By: /s/ Paul Bancroft
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                                             /s/
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