<PAGE>

                                                                  EXHIBIT 10.18

                                  PENSION PLAN
                           FOR DESIGNATED EMPLOYEES OF
                           CLINTRIALS BIORESEARCH LTD.

                   (Amended and restated as of August 1, 1996)

Regie des Rentes du Quebec Registration Number: 30843
Revenue Canada Registration Number: 0977892
<PAGE>
                                  PENSION PLAN
                           FOR DESIGNATED EMPLOYEES OF
                           CLINTRIALS BIORESEARCH LTD.
                   (Amended and restated as of August 1, 1996)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION     CONTENTS                                                    Page No.
-------     --------                                                    --------
<S>         <C>                                                         <C>
            Foreword                                                    1
I           Definitions                                                 2
II          Effective Date                                              13
III         Eligibility                                                 14
IV          Participation                                               15
V           Information Required from a Member                          16
VI          Required Contributions                                      17
VII         Additional Voluntary Contributions                          19
VIII        Transfers from Other Pension Plans                          20
IX          Disability Provisions                                       22
X           Retirement Provisions                                       23
XI          Amount of Accrued Regular Pension                           31
XII         Types of Pension Available to a Retiring Member             34
XIII        Benefits in Respect of Terminated Members                   39
XIV         Death Benefits                                              42
XV          Transfers to Other Registered Vehicles                      44
XVI         Method of Providing Benefits                                49
XVII        Benefits not Assignable                                     51
XVIII       Currency                                                    52
XIX         Amendment to or Discontinuation of the Plan                 53
XX          Administration of the Plan                                  55
XXI         Information to Members                                      59
</TABLE>
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 3.


                                    FOREWORD

Effective January 1, 1989, Bio-Research Laboratories Ltd., hereinafter referred
to as "the Company", established a pension plan, hereinafter referred to as "the
Plan" for the purposes of providing pension benefits for its eligible employees
who occupy an executive administrative position. The Plan continues and improves
the benefits of The Connaught BioSciences Inc. Pension Plan, hereinafter
referred to as "the Prior Plan", to the extent permitted by Revenue Rules. The
assets accumulated under the Prior Plan with respect to the Employees who joined
the Plan on January 1, 1989 and corresponding liabilities were transferred to
the Plan.

Effective January 1, 1990, the Plan was amended and restated to conform to the
Supplemental Pension Plans Act (Quebec).

Effective January 1, 1992, the Plan was amended and restated to conform to the
Income Tax Act (Canada) and the Income Tax Regulations Relating to Saving for
Retirement.

Effective July 31, 1996, the Plan was amended and restated to reflect the change
in the name of the Company from Bio-Research Laboratories Ltd. to ClinTrials
BioResearch Ltd. Accordingly, the name of the Plan was changed to Pension Plan
for Designated Employees of ClinTrials BioResearch Ltd. The Plan was also
amended to conform to changes to the Income Tax Act (Canada) and Regulations.
The Plan as amended shall be applicable to Members who are Employees on or after
July 31, 1996. Benefits in respect of a Member whose employment ceased prior to
July 31, 1996 shall be determined in accordance with the terms of the Plan at
the time of such cessation of employment except as required by Applicable
Pension Laws or Revenue Rules and as may be specifically provided herein.

The Plan as amended from time to time will remain in effect, except as otherwise
provided herein, subject to the continued registration thereof by the relevant
tax authorities and the Regie des Rentes du Quebec.

The primary purpose of the Plan is to provide periodic payments, after
retirement and until death, to eligible employees of the Company who occupy an
executive administrative position, in respect of their service as employees.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 4.


                                    SECTION I
                                   DEFINITIONS

Under the Pension Plan for Designated Employees of ClinTrials BioResearch Ltd.,
herein described and referred to as "the Plan", and regulations which may be
issued thereunder, the following definitions shall apply:

1.01  "Accrued Regular Pension" of a Member with respect to his Pensionable
      Service as at a specified date shall mean the amount of regular pension
      income determined in accordance with Section XI of the Plan.

1.02  "Actuarial Equivalent" shall mean a benefit of same value but of different
      form of payment or commencing at a different date to the normal pension,
      and shall be determined on a basis of calculation adopted by the Company
      on the advice of the Actuary, in accordance with Applicable Pension Laws
      and Revenue Rules, and in effect on the date such determination is being
      made.

1.03  "Actuary" means an individual from time to time appointed by the Company
      to carry out actuarial valuations and provide such actuarial advice and
      services as may be required from time to time for the purposes of the
      Plan. The Actuary shall at all times be a person who is a Fellow of the
      Canadian Institute of Actuaries.

1.04  "Applicable Pension Laws" means the Supplemental Pension Plans Act of the
      Province of Quebec and any regulation pursuant thereto and any amendments
      or substitutes therefor as well as any similar statute applicable to the
      Plan and any regulation pursuant thereto adopted by the federal or any
      provincial government.

1.05  "Basic Plan" shall mean The ClinTrials BioResearch Ltd. Pension Plan or
      any pension plan of the Company other than this Plan.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 5.


1.06  "Beneficiary" shall mean that person last designated by the Member to
      receive any benefit under the Plan in the event of the death of the Member
      according to the provisions of Section XIV or in the absence of an
      effective designation of a Beneficiary, the estate of the Member.

1.07  "Board" shall mean the Board of Directors of the Company.

1.08  "Company" shall mean ClinTrials BioResearch Ltd. Prior to July 31, 1996,
      "Company" shall mean Bio-Research Laboratories Ltd.

1.09  "Consumer Price Index" shall mean the Consumer Price Index for Canada (all
      commodity, as published by Statistics Canada or its successor). In the
      event that Statistics Canada should cease to exist without the existence
      of a direct successor, or should they cease to compute the aforementioned
      Consumer Price Index, the Company shall elect an appropriate alternative
      base and method of computing changes in cost of living.

1.10  "Continuous Employment" shall mean the service of an Employee with the
      Company and service with Connaught BioSciences Inc. and Connaught
      Laboratories Limited prior to January 1, 1989 as shown by the records of
      the Company, calculated from his most recent date of employment. The
      following shall be included in the Member's Continuous Employment:

      (a)   any period of disability provided under Section IX;

      (b)   leave of absence on account of maternity or parenting which is duly
            authorized by the Company;

      (c)   other absence of less than two years due to physical disability,
            unless and until the Member fails to return to active employment
            upon expiry of the disability;
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 6.


      (d)   other absence for more than two years due to total disability
            certified by a medical doctor that entitles the Member to benefits
            under a government workers' compensation plan or any other
            government plan accepted by the Company for the purpose of this
            paragraph, and such absence is due to a disability incurred while an
            Employee and, unless such disability lasts up to Normal Retirement
            Date, reemployment takes place within 30 days after termination of
            the period for which statutory compensation for such disability was
            payable.

      (e)   other authorized leave of absence without pay in circumstances not
            provided in paragraphs (a), (b), (c) and (d).

1.11  "CPI Change" shall mean the result obtained by dividing the arithmetic
      average of the monthly Consumer Price Index over the 12 month period
      ending on July 1 in the most recently completed Plan Year by the average
      monthly Consumer Price Index (computed in the same manner) for the
      corresponding period one year earlier.

      Prior to January 1, 1994, any result beyond two places to the right of the
      decimal in the quotient shall be disregarded. This result shall be
      restricted to a maximum of 1.02 and a minimum of 1.00 in any given year.

      On or after January 1, 1994, any result beyond three places to the right
      of the decimal in the quotient shall be disregarded. This result shall be
      restricted to a maximum of 1.020 and a minimum of 1.000 in any given year.

1.12  "Credited Interest" shall mean interest compounded annually at a rate
      equal to the average of the yields of five year personal fixed term
      chartered bank deposit rates published monthly in the Bank of Canada
      Review as CANSIM series B14045 over the previous Plan Year. Credited
      Interest on required contributions made to the Basic Plan or the Prior
      Plan is calculated at the end of each Plan Year. The contributions
      accumulated at the end of the previous Plan Year are credited with the
      full rate of interest. The required contributions made during the Plan
      Year are credited with half the rate of interest.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 7.


      Notwithstanding the preceding paragraph, the required contributions made
      during the first Plan Year of membership in the Basic Plan are credited
      with 1/24 of the rate of interest multiplied by the number of months
      between the date of entry in the Basic Plan and the end of the Plan Year.

      For the partial year in which payment falls due, the contributions
      accumulated at the end of the previous Plan Year are credited with 1/12 of
      the rate of interest multiplied by the number of completed months in the
      Plan Year up to the date of payment. The required contributions made
      during the Plan Year are credited with 1/24 of the rate of interest
      multiplied by the number of completed months in the Plan Year up to the
      end of the month in which the termination of employment occurred, and then
      with 1/12 of the rate of interest multiplied by the number of completed
      months between the end of such month and the date of payment.

1.13  "Custodian" means any insurance or trust company licensed in Canada with
      which the Company has entered into an agreement to hold in safekeeping the
      assets of the Plan and to perform such administrative functions as
      directed by the Company and agreed to by the Custodian.

1.14  "Earnings" means the amount of base salary received from the Company and
      excludes benefits payable under the Long Term Disability Insurance Plan.

1.15  "Employee" shall mean a person who is employed by the Company and who, by
      virtue of occupying an executive administrative position in the Company,
      is a member of the class of employees for which the Plan has been
      established.

1.16  "Final-Average Salary" means the annual average of a Member's Earnings
      during the 36 consecutive months of Continuous Employment during which
      such Earnings are highest, or where the Member's Continuous Employment is
      less than 36 months, the annual average of the Member's Earnings during
      his Continuous Employment.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 8.


      For the purposes of this Subsection only, the following shall apply:

      (a)   with respect to any period of service included in the Member's
            Pensionable Service and during which the Member has not actually
            received Earnings from the Company, the Member's Earnings for such
            period shall be deemed to have continued unchanged at the regular
            rate in effect immediately before such period;

      (b)   the Member's Continuous Employment shall exclude any period not
            included in the Member's Pensionable Service and during which the
            Member has not actually received Earnings from the Company, and the
            Member's Continuous Employment before and after such a period shall
            be deemed contiguous; and

      (c)   with respect to any period of service during which the Member is a
            part-time Employee, the Earnings for each month of such period will
            be adjusted in the ratio that:

            (i)   the average of the number of hours which would have been
                  worked during each full calendar month of such period by a
                  Member who worked as a full-time Employee in the same category
                  of employment throughout such period, bears to

            (ii)  the average of the number of hours the Member actually worked
                  during each full calendar month of such period,

            such ratio not to be less than one.

1.17  "Fund Manager" shall mean any insurance company, trust company or
      investment manager with which the Company has entered into an agreement to
      manage the assets of the Plan.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                              Page 9.


1.18  "Long Term Disability Insurance Plan" shall mean a group disability income
      policy or similar insurance policy offered by the Company to Employees and
      which provides benefits to Employees who are disabled for periods of time
      longer than a qualifying period of not less than three months.

1.19  "Maximum Retirement Age" with respect to an individual shall mean the age
      determined as follows:

<TABLE>
<CAPTION>
                                Year of Birth             Maximum Retirement Age
                                -------------             ----------------------
<S>                                                       <C>
                                1926 or less                       71
                                1927                               70
                                1928 or more                       69
</TABLE>

1.20  "Member" shall mean an individual who has become eligible for and has been
      enrolled in the Plan, and continues to be entitled to benefits and rights
      under the Plan.

1.21  "Normal Retirement Date" shall mean the last day of the month in which the
      Member attains age 65.

1.22  "Pensionable Service" with respect to a Member shall mean his years of
      Continuous Employment, rounded down to the nearest third decimal place,
      except that Pensionable Service shall not include:

      (a)   any period of Continuous Employment prior to the date as of which
            the Member was designated as an Employee for purposes of the Plan
            during which he did not accrue a benefit under the Basic Plan or the
            Prior Plan,

      (b)   if the Member elected to receive termination benefits under the
            Basic Plan, the period of Continuous Employment prior to the date as
            of which he was designated as an Employee for purposes of the Plan;
            and

      (c)   any leave of absence specified in paragraph 1.10(e). Pensionable
            Service determined as aforesaid with respect to any period during
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 10.



            which the Member was a part-time Employee shall be adjusted in the
            ratio that:

      (d)   the average of the number of hours the Member actually worked during
            each full calendar month of such period, bears to

      (e)   the average of the number of hours which would have been worked
            during each full calendar month of such period by a Member who
            worked as a full-time Employee in the same category of employment
            throughout such period,

      such ratio not to exceed one.

      During any period specified in paragraphs 1.10(a), 1.10(b), 1.10(c) and
      1.10(d), the rate at which Pensionable Service is deemed to accrue shall
      be the rate in effect immediately preceding such period.

      In no event, however, shall the total periods specified in paragraphs
      1.10(a), 1.10(b), 1.10(c) and 1.10(d) and included in the Member's
      Pensionable Service, excluding those throughout which the Member suffers a
      physical or mental impairment, as certified in writing by a qualified
      medical doctor, that prevents the Member from performing the duties of
      employment in which the Member was engaged before the commencement of the
      impairment, exceed the sum of:

      (f)   five years; and

      (g)   the periods of parenting, as defined in Revenue Rules, subject to a
            maximum of 36 months of such periods of parenting and a maximum of
            12 months for any one period of parenting.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 11.


      Notwithstanding the foregoing:

      (h)   no Pensionable Service shall accrue after the Member's Normal
            Retirement Date; and

      (j)   the Member's Pensionable Service shall exclude any period which
            would result in Pensionable Service exceeding (i) or, if greater and
            if applicable, (ii), where:

            (i)   is 35 years less, if the Member elected to receive termination
                  benefits under the Basic Plan, the period of Continuous
                  Employment prior to the date as of which he was designated as
                  an Employee for purposes of the Plan during which he accrued a
                  benefit under the Basic Plan or the Prior Plan; and

            (ii)  is the total period of Continuous Employment prior to the date
                  as of which the Member was designated as an Employee for
                  purposes of the Plan during which he accrued a benefit under
                  the Basic Plan or the Prior Plan, provided that the Member did
                  not elect to receive termination benefits under the Basic
                  Plan.

1.23  "Plan" means the Pension Plan for Designated Employees of ClinTrials
      BioResearch Ltd. as set forth herein, as it may be amended from time to
      time.

1.24  "Plan Year" shall mean a period of 12 consecutive months which commences
      on any January 1.

1.25  "Prior Plan" shall mean The Connaught BioSciences Inc. Pension Plan which
      was registered with the Pension Commission of Ontario under number
      C-013151 and shall have meaning with respect to a Member who joined the
      Plan or the Basic Plan on January 1, 1989.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 12.


1.26  "Reciprocal Agreement" means a written agreement whereby the Company and a
      previous or future employer of a Member agree that all or an identified
      portion of service with the earlier employer will be recognized as
      pensionable service with the subsequent employer to the extent and subject
      to the conditions specified in the agreement, Applicable Pension Laws and
      Revenue Rules.

1.27  "Regular Retirement Date" with respect to an age shall mean the last day
      of the month in which the Member attains such age.

1.28  "Revenue Rules" means the provisions of the Income Tax Act (Canada) and
      any applicable provincial income tax act, and any relevant regulations
      thereto, as they may be amended from time to time, pertaining to pension
      plans or funds registered under the Income Tax Act (Canada) as they are
      applicable to the Plan.

1.29  Spouse

      (a)   Subject to paragraphs (c), (d) and (e), "Spouse" shall mean the
            person who, at the earlier of the commencement of a Member's pension
            and the date of the Member's death, meets one of the following
            eligibility requirements:

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

            (ii)  where the Member is not married, the person of the opposite or
                  the same sex who lives together with the Member in a conjugal
                  relationship,

                  (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
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 13.


                              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 Member, 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.

      (b)   For the purposes of paragraphs (c) and (d), "Separation" means, in
            relation to a Member and his Spouse:

            (i)   separation from bed and board on or after September 1, 1990 if
                  the Spouse satisfies the eligibility requirement set out in
                  subparagraph (a)(i); or

            (ii)  cessation of conjugal relationship on or after September 1,
                  1990 if the Spouse satisfies the eligibility requirement set
                  out in subparagraph (a)(ii).

      (c)   If Separation occurs prior to the date the first instalment is due
            to the Member, the person who is the Member's Spouse in accordance
            with paragraph (a) shall cease to be the Member's Spouse for the
            purposes of Section XII except where, following Separation,
            partition of the benefits accumulated by the Member was not effected
            and the Member notified the Company in writing to have such person
            entitled to the contingent pension despite such Separation.

      (d)   If Separation occurs prior to the date of the Member's death, the
            person who is the Member's Spouse in accordance with paragraph (a)
            shall cease to be the Member's Spouse for the purposes of Subsection
            14.02.

      (e)   In circumstances where:
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 14.


            (i)   the Member is married;

            (ii)  his lawfully wedded spouse is no longer his Spouse for the
                  purposes of Section XII in accordance with paragraph (c); and

            (iii) another person would qualify as the Member's Spouse in
                  accordance with paragraph (a) had the Member not been married;

            such other person may, at the Member's discretion, be deemed to be
            his Spouse for the purposes of Section XII.

1.30  "Year's Maximum Pensionable Earnings (YMPE)" shall mean the Year's Maximum
      Pensionable Earnings established each year under the Quebec Pension Plan
      as amended from time to time.

1.31  "YMPE Average", as of a specified date, means the average of the amounts
      of the YMPE for the current calendar year and the two preceding calendar
      years.

Where the context so admits, for words of masculine gender there may be read the
corresponding words of feminine gender, and words importing the singular number
may be construed to include the plural number or vice versa.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 15.


                                   SECTION II
                                 EFFECTIVE DATE

2.01  The Plan is effective on and after January 1, 1989. It applies to eligible
      Employees of the Company.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 16.


                                   SECTION III
                                   ELIGIBILITY

3.01  The Employee is eligible to become a Member of the Plan on the latest of:

      (a)   January 1, 1989;

      (b)   the date as of which he becomes an Employee; and

      (c)   the first day of the month in which he completes one year of
            Continuous Employment.

3.02  The Employee shall also be eligible to become a Member of the Plan on the
      latest of:

      (a)   June 1, 1990; and

      (b)   the latest of:

            (i)   the first day of January, and

            (ii)  the first day of the month following the date such Employee is
                  rehired,

            in the calendar year following the calendar year after 1988 in which
            the Employee earned at least 35% of the YMPE or the Employee worked
            at least 700 hours with the Company.

3.03  Notwithstanding Subsections 3.01 and 3.02, the Company may permit an
      Employee to be eligible to become a Member of the Plan at an earlier date,
      on such terms and conditions as it may see fit.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 17.


                                   SECTION IV
                                  PARTICIPATION

4.01  Each Employee shall become a Member on the date he becomes eligible to
      participate pursuant to Section III.

4.02  Active participation will normally continue until the earliest of the
      Member's actual retirement, termination of service or death provided such
      Member continues to be an Employee.

4.03  Participation in the Plan shall not be deemed to confer on any Employee
      any added right to continuation of his employment or to any specific
      remuneration.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 18.


                                    SECTION V
                       INFORMATION REQUIRED FROM A MEMBER

5.01  When an Employee becomes a Member of the Plan he will receive a form for
      completion and return on which he will be required to give certain
      information including his date of birth and that of his Spouse, if any,
      and to appoint a Beneficiary to receive any death benefits which are not
      payable to his Spouse. The Member will be required to inform the Company
      if there is any subsequent change in the data supplied. Any form or forms
      furnished by the Member as herein described under the Basic Plan or the
      Prior Plan may be accepted by the Company for purposes of this Plan.
      Within the limits imposed by law, the Member may appoint or change his
      Beneficiary from time to time.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 19.


                                   SECTION VI
                             REQUIRED CONTRIBUTIONS

6.01  Members' Contributions

      Members shall not be required to contribute to the Plan.

6.02  Company Contributions

      Based upon the report of the Actuary, and subject to Subsection 6.03, the
      Company will pay over to the Custodian such funds as may be necessary to
      provide for the benefits accruing under the Plan in respect of its
      employees and former employees who are Members and to fund any initial
      unfunded liability and any solvency deficiency in accordance with, and
      within the time limits specified in, Applicable Pension Laws and Revenue
      Rules. Subject to Applicable Pension Laws, the liability of the Company at
      any time is limited to such contributions as should have theretofore been
      made by it in accordance with this Section. Notwithstanding the foregoing,
      contributions made to the Plan after 1990 by the Company shall only be
      made if they are eligible contributions in accordance with Revenue Rules.

6.03  At the discretion of the Company and subject to the provisions of
      Applicable Pension Laws, any actuarial surplus determined by actuarial
      valuation, or a portion thereof, may be applied to reduce the
      contributions of the Company which may otherwise be required under the
      Plan in accordance with Subsection 6.02, or may, to the extent allowed and
      subject to any conditions or approval procedures under Applicable Pension
      Laws, be returned to the Company.

6.04  In the event that the Company makes a contribution to the Plan which would
      cause the Plan's registration to be revocable under Revenue Rules then,
      subject to approval procedures under Applicable Pension Laws, such
      contributions shall be returned to the Company.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 20.


6.05  (rescinded)

6.06  Any interest which must be added, as required by Applicable Pension Laws,
      to any contribution which has not been paid into the pension fund and
      which is due according to Applicable Pension Laws shall be calculated at a
      rate equal to the interest rate credited on the Members' required
      contributions.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 21.


                                   SECTION VII
                       ADDITIONAL VOLUNTARY CONTRIBUTIONS

7.01  A Member of the Plan may not make additional voluntary contributions.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 22.


                                  SECTION VIII
                       TRANSFERS FROM OTHER PENSION PLANS

8.01  Transfers from Other Employer

      (a)   The Company may enter into a Reciprocal Agreement with another
            employer with respect to the transfer of employment and pension
            benefits between the Company and such employer.

      (b)   Where a Reciprocal Agreement exists between the Company and a
            previous employer of an Employee, the Company will accept deposits
            into the pension fund in respect of such Employee pursuant to the
            terms of the Reciprocal Agreement, and, subject to Applicable
            Pension Laws and Revenue Rules, will administer such transferred
            amounts and the benefits related thereto in accordance with the
            terms of the Reciprocal Agreement.

8.02  Transfers from Another Plan of the Company

      In the event a member of the Basic Plan becomes a Member of this Plan, the
      following shall apply:

      (a)   he shall cease to be a member under the Basic Plan and all of his
            rights and benefit entitlements are hereby transferred to this Plan;

      (b)   his rights and benefit entitlements with respect to his service
            prior to the transfer shall be determined in accordance with the
            provisions of this Plan, to the extent permitted by Revenue Rules,
            but shall not be less than those accrued under the Basic Plan at the
            date of transfer; and

      (c)   assets equal to the lump sum actuarial equivalent of his accrued
            benefits under the Basic Plan on the date of transfer shall be
            transferred to this Plan;

      provided that the Member does not elect to receive termination benefits
      under
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 23.


      the Basic Plan.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 24.


                                   SECTION IX
                              DISABILITY PROVISIONS

9.01  Long Term Disability

      (a)   A Member shall be deemed to be disabled for the purposes of
            paragraph (b) if the Member has a physical or mental impairment, as
            certified in writing by a qualified medical doctor, which meets the
            qualification criteria for receipt of benefits under the Long Term
            Disability Insurance Plan and prevents the Member from performing
            the duties of employment in which the Member was engaged before the
            commencement of the impairment.

      (b)   For purposes of the Plan, the employment of any Member who is
            disabled prior to retirement shall be considered not to have
            terminated and he shall continue to accrue Pensionable Service under
            the Plan until the earliest of his recovery from his disability, if
            he does not then return to active employment, his death or the
            attainment of his Normal Retirement Date. His Earnings during his
            period of disability shall be deemed to be equivalent to his
            annualized rate of Earnings in effect immediately prior to becoming
            disabled.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 25.


                                    SECTION X
                              RETIREMENT PROVISIONS

10.01 A Member who retires on his Normal Retirement Date will receive a pension
      equal to his Accrued Regular Pension payable in accordance with Section
      XII and commencing on the first day of the month following his Normal
      Retirement Date.

10.02 Delayed Retirement

      (a)   This Subsection shall apply only to a Member who continues
            employment after his Normal Retirement Date.

            For the purposes of this Subsection, the following definitions shall
            apply:

            (i)   "Delay Period" shall mean the period between the Member's
                  Normal Retirement Date and the Member's Delayed Commencement
                  Date.

            (ii)  "Delayed Commencement Date" shall mean the earliest of:

                  (A)   the first day of the month following the Member's actual
                        retirement date;

                  (B)   the first day of December of the calendar year during
                        which the Member attains Maximum Retirement Age; and

                  (C)   the date on which the amount payable under paragraph (b)
                        equals the amount determined under paragraph (c).
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 26.


      (b)   A Member who continues employment after his Normal Retirement Date
            may, on or after his Normal Retirement Date, request that pension
            payments in an amount up to the amount determined under paragraph
            (c) at that point in time, be paid to compensate for any reduction
            of salary or wages during the Delay Period. Applications in this
            regard shall not be accepted more frequently than once in any 12
            month period, except pursuant to an agreement with the Company.

      (c)   When a Member reaches his Delayed Commencement Date, his Accrued
            Regular Pension determined as of his Normal Retirement Date shall be
            revalorized, as described below, to reflect his Delayed Commencement
            Date. The amount of the revalorized pension at any point in time
            shall be the Actuarial Equivalent of:

            (i)   the then present value of all future payments that would have
                  been made after that point in time had the Member retired on
                  his Normal Retirement Date, plus

            (ii)  the accumulated value to that point in time of the payments
                  that would have been made from Normal Retirement Date to that
                  point in time had the Member retired on his Normal Retirement
                  Date, these payments being reduced by any payments already
                  made under paragraph (b), plus

            (iii) the Member's required contributions made to the Basic Plan
                  after his Normal Retirement Date, if any, with Credited
                  Interest.

      (d)   For all purposes of the Plan, the Delay Period shall be deemed to
            have terminated on the Delayed Commencement Date, and a pension
            equal to the amount determined in accordance with paragraph (c) and
            payable in accordance with Section XII shall commence on the Delayed
            Commencement Date.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 27.


10.03 Early Retirement

      (a)   A Member of the Plan who ceases employment before his Normal
            Retirement Date but:

            (i)   after attaining age 50 and after completing five or more years
                  of Continuous Employment; or

            (ii)  after attaining age 55;

            will be entitled to retire and receive a pension commencing on the
            first day of any month which is coincident with or following the
            date as of which his employment ceases but not later than the first
            day of the month following his Normal Retirement Date, as elected by
            the Member, and payable in accordance with Section XII. For the
            purposes of this Subsection and Subsection 10.04, "Pension
            Commencement Date" means the date on which the Member elects to
            start receiving his pension.

      (b)   The pension payable to the Member who retires in accordance with
            paragraph (a) will be equal to the lesser of (i) and (ii), where:

            (i)   is the pension computed as at date of termination in
                  accordance with Subsections 11.01 and 11.02, multiplied by the
                  applicable early retirement factor in accordance with
                  paragraph (c) of this Subsection, and increased in accordance
                  with Subsection 11.03; and

            (ii)  is the pension computed as at date of termination in
                  accordance with Subsection 11.04, multiplied by the applicable
                  early retirement factor in accordance with paragraph (d) of
                  this Subsection, and increased in accordance with Subsection
                  11.05.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 28.


      (c)   The early retirement factor referred to in subparagraph (b)(i) shall
            be 100% less 5/12 of 1% for each month by which the Pension
            Commencement Date precedes the first day of the month following the
            Member's attainment of age 60; provided, however, that:

            (i)   the early retirement factor shall be 100% if the Member has
                  attained at least age 55 at the Pension Commencement Date and
                  has completed 30 or more years of Pensionable Service;

            (ii)  where the Member has completed 25 or more years of Pensionable
                  Service and has not attained age 55 at the Pension
                  Commencement Date, the early retirement factor shall be 100%
                  less 5/12 of 1% per month multiplied by the greater of (A) and
                  (B) below:

                  (A)   the number of complete months by which the Pension
                        Commencement Date precedes the first day of the month
                        following the Member's attainment of age 55; or

                  (B)   the number of complete months by which the Member's
                        Pensionable Service is less than 30 years; and

            (iii) where the Member's completed years of Pensionable Service is
                  greater than 25 but less than 30 and he has attained age 55
                  but not age 60 at the Pension Commencement Date, the early
                  retirement factor shall be 100% less 5/12 of 1% per month
                  multiplied by the smaller of (A) and (B) below:

                  (A)   the number of complete months by which the Pension
                        Commencement Date precedes the first day of the month
                        following the Member's attainment of age 60; or

                  (B)   the number of complete months by which the Member's
                        Pensionable Service is less than 30 years.

      (d)   The early retirement factor referred to in subparagraph (b)(ii)
            shall be 100%
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 29.


            less 0.25% for each month, if any, by which the Pension Commencement
            Date precedes the earliest of:

            (i)   the date the Member attains age 60;

            (ii)  the date the Member completed, or would have completed had the
                  Member continued in employment after his date of retirement,
                  30 years of Early Retirement Eligibility Service; and

            (iii) the date on which the aggregate of the Member's age and Early
                  Retirement Eligibility Service is, or would have been had the
                  Member continued in employment after his date of retirement,
                  equal to 80 years.

            For the purpose of subparagraphs (ii) and (iii), "Early Retirement
            Eligibility Service" means the sum of:

            (iv)  all periods throughout which the Member was employed by the
                  Company or by Connaught BioSciences Inc. or Connaught
                  Laboratories Limited prior to January 1, 1989; and

            (v)   any period of Pensionable Service which is not included under
                  subparagraph (iv).

10.04 Bridge Benefit

      (a)   In addition to the pension specified in paragraph 10.03(b), the
            Member who retires in accordance with paragraph 10.03(a) shall
            receive a monthly temporary pension commencing on the Pension
            Commencement Date and ending on the earliest of:

            (i)   the first day of the month in which the death of the Member
                  occurs; and

            (ii)  the first day of the month preceding the Member's Normal
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 30.


                  Retirement Date.

            This monthly pension is equal to 1/12th of the product of:

            (iii) 0.7% of the portion of the Member's Final-Average Salary not
                  over YMPE Average;

            (iv)  the Member's Pensionable Service; and

            (v)   the applicable early retirement factor in accordance with
                  paragraph 10.03(c).

      (b)   The monthly temporary pension payable under paragraph (a) at the
            Pension Commencement Date shall not exceed the product of (i) and
            (ii), where:

            (i)   is equal to the sum of:

                  (A)   the maximum monthly pension benefit payable under the
                        Old Age Security Act as at the Pension Commencement
                        Date; and

                  (B)   the maximum monthly pension benefit payable under the
                        Canada Pension Plan as at the Pension Commencement Date
                        to a person commencing to receive such pension benefit
                        at age 65, multiplied by the ratio, not to exceed one,
                        that the total of the Member's remuneration for the
                        three calendar years in which the remuneration is the
                        highest bears to the total of the YMPE for those three
                        years;

            (ii)  is equal to the sum of:

                  (A)   the ratio that the Member's Pensionable Service prior to
                        January 1, 1992 bears to his total Pensionable Service;
                        and
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 31.


                  (B)   the product of:

                        --    the ratio that the Member's Pensionable Service
                              after December 31, 1991 bears to his total
                              Pensionable Service;

                        --    the ratio that the lesser of 10 and the Member's
                              Pensionable Service bears to 10; and

                        --    100% less 0.25% for each month, if any, by which
                              the Pension Commencement Date precedes the date
                              the Member will attain age 60.

      (c)   Notwithstanding the foregoing provisions of this Subsection, the
            annual rate of that portion of the total amount of pension payable
            at the Pension Commencement Date which is in respect of Pensionable
            Service after December 31, 1991 under the foregoing provisions of
            this Subsection and Subsection 10.03 shall not exceed the sum of (i)
            and (ii), where:

            (i)   is equal to the product of (A) and (B) as follows:

                  (A)   the amount specified in subparagraph 11.04(a)(ii);

                  (B)   the Member's Pensionable Service after December 31,
                        1991;

            (ii)  is equal to the product of (A) and (B) as follows:

                  (A)   25% of the average of the YMPE for the calendar year in
                        which the pension commences to be paid and the two
                        preceding calendar years;

                  (B)   the ratio that the lesser of 35 and the Member's
                        Pensionable Service after December 31, 1991 bears to 35.

      (d)   The adjustment specified in Subsection 11.03 shall also apply to any
            monthly temporary pension payable under this Subsection.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 32.


10.05 A Member who is eligible to receive benefits in accordance with the
      foregoing provisions of this Section, shall receive:

      (a)   an additional pension that is the Actuarial Equivalent of the
            amount, if any, by which his required contributions made to the
            Prior Plan prior to January 1, 1987, together with Credited
            Interest, exceed the lump sum Actuarial Equivalent of the pension
            earned in respect of Pensionable Service prior to January 1, 1987,
            excluding the portion relating to Plan amendments made on or after
            January 1, 1987; and

      (b)   an additional pension that is the Actuarial Equivalent of the
            amount, if any, by which his required contributions made to the
            Prior Plan and the Basic Plan on or after January 1, 1987, but prior
            to his Normal Retirement Date, together with Credited Interest,
            exceed 50% of the lump sum Actuarial Equivalent of the pension
            earned in respect of Pensionable Service, or Plan amendments made,
            on or after January 1, 1987, excluding the portion relating to his
            required contributions made on or after his Normal Retirement Date.

                                   SECTION XI
                        AMOUNT OF ACCRUED REGULAR PENSION

11.01 Subject to Subsections 11.02 and 11.04, the Accrued Regular Pension of a
      Member is an annual amount equal to a percentage of the Member's
      Final-Average Salary determined as follows, multiplied by his Pensionable
      Service:

                    Percentage for Each Portion of Final-Average Salary
<TABLE>
<CAPTION>
               Not Over YMPE Average                        Over YMPE Average
               ---------------------                        -----------------
<S>                                                         <C>
                        1.3%                                       2%
</TABLE>

11.02 Minimum Pension

      Subject to Subsection 11.04, in no event will a Member's annual Accrued
      Regular Pension earned in respect of Pensionable Service prior to January
      1, 1994 be less than 40% of the Member's total required contributions made
      to the
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 33.


      Prior Plan and the Basic Plan prior to January 1, 1994.

11.03 Adjustment for CPI Change

      The Accrued Regular Pension shall be adjusted on January 1 of each year
      following the year of pension commencement by applying the then applicable
      CPI Change, subject to the following:

      (a)   no adjustment will be made prior to the Member's 60th birthday; and

      (b)   from January 1, 1994, any adjustment on January 1 of the first year
            following the year of pension commencement shall be made by applying
            a factor equal to 1/12th of the sum of:
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 34.


            (i)   the applicable CPI Change multiplied by the number of months
                  during which the pension was paid; and

            (ii)  12 less the number of months during which the pension was
                  paid.

11.04 Maximum Pension

      In no event shall the Member's annual Accrued Regular Pension computed in
      accordance with Subsections 11.01 and 11.02, and increased in accordance
      with Subsection 11.03, exceed the product of (a) and (b), where:

      (a)   is the lesser of (i) and (ii), where:

            (i)   is 2% of the Member's Final-Average Salary; and

            (ii)  is $1,722.22 or such other higher amount at the date of
                  computation which may be used to determine the maximum
                  lifetime retirement income under Revenue Rules;

      (b)   is the sum of (i) and (ii), where:

            (i)   is the lesser of 35 years and the Member's Pensionable Service
                  prior to January 1, 1992;

            (ii)  is the Member's Pensionable Service after December 31, 1991;

      such product being then increased in accordance with Subsection 11.05.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 35.


11.05 Adjustment of Maximum Pension for CPI Change

      The maximum pension specified in Subsection 11.04 shall be adjusted on
      January 1 of each year following the year of pension commencement by
      applying the then applicable CPI Change. For the purposes of this
      Subsection, the CPI Change shall be computed without taking into account
      the limitation to 1.02 or 1.020, as applicable, referred to in Subsection
      1.11.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 36.


                                   SECTION XII
                 TYPES OF PENSION AVAILABLE TO A RETIRING MEMBER

12.01 Normal Type of Pension

      (a)   Unless determined otherwise as described in Subsection 12.03, the
            Member's pension, except any temporary pension payable under
            Subsection 10.04 which shall be paid as specified in paragraph
            10.04(a), will be paid to him in monthly instalments from the first
            day of the month following his retirement date and continuing
            thereafter during the Member's lifetime.

      (b)   However, if a Member who, as of the date of his retirement on
            pension had a Spouse, dies, the following shall apply:

            (i)   A reversionary pension equal to 60% of the pension which was
                  payable to the Member, shall be payable to the Spouse if the
                  Member is survived by the Spouse. The portion of the Spouse's
                  pension attributable to the Member's temporary pension payable
                  under Subsection 10.04 shall end on the earliest of:

                  (A)   the first day of the month in which the death of the
                        Member's Spouse occurs; and

                  (B)   the first day of the month preceding the Member's Normal
                        Retirement Date.

                        The portion of the Spouse's pension which is not
                        attributable to the Member's temporary pension payable
                        under Subsection 10.04 shall end on the first day of the
                        month in which the death of the Member's Spouse occurs.

            (ii)  Upon the death of the survivor of the Member and his Spouse,
                  the Beneficiary of the Member shall receive the balance, if
                  any, of the first 60 payments of monthly pension that the
                  Member would have
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 37.


                  received had the Member been alive.

      (c)   If a Member other than a Member for whom paragraph (b) is applicable
            dies after he has commenced to receive a pension and before monthly
            payments have been made for a period of 60 months, the balance of
            such 60 monthly pension payments not paid as of the time of his
            death will be paid to his Beneficiary.

      (d)   For the purpose of this Section, no marriage contracted or spousal
            relationship entered into after a Member's retirement date shall be
            recognized.

12.02 Optional Types of Pension

      (a)   A Member may, in the written form prescribed by and filed with the
            Company prior to the payment of the first instalment of the benefit,
            elect to receive his pension in any one of the types of pension
            specified in paragraphs (c), (d) and (e) in lieu of the Normal Type
            of Pension. Any election of an option specified in paragraphs (d)
            and (e) will be of no effect and the pension will be paid under the
            Normal Type of Pension unless not less than one complete year
            elapses between the date of election and the date on which pension
            payments commence. However, a valid election of an option specified
            in paragraphs (d) and (e) may be made at any time prior to or at the
            time of retirement if evidence of good health or other evidence of
            the Member's insurability satisfactory to the Company is submitted.

      (b)   An election to receive an optional type of pension under this
            Subsection may be revoked or changed provided that either:
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 38.


            (i)   written notice of such revocation or change is received from
                  the Member by the Company at least 30 days prior to payment of
                  the first instalment of the benefit; or

            (ii)  if the Member elected the type of pension specified in
                  paragraph (e), the Spouse has died prior to payment of the
                  first instalment of the benefit.

      (c)   Life Annuity - 60-Month Guarantee

            The Member receives his pension in accordance with paragraph
            12.01(a). If the Member dies before monthly payments have been made
            for a period of 60 months, the balance of such 60 monthly pension
            payments not paid as of the time of his death will be paid to his
            Beneficiary. The amount of the pension payable under this optional
            type of pension shall be equal to the pension payable under the
            Normal Type of Pension. This optional type of pension shall be
            available only to the Member who has a Spouse who has waived, in
            prescribed form, the right to a contingent pension specified in
            paragraph 12.01(b).

      (d)   Life Annuity - 120-Month Guarantee

            The Member receives his pension in accordance with paragraph
            12.01(a). If the Member dies before monthly payments have been made
            for a period of 120 months, the balance of such 120 monthly pension
            payments not paid as of the time of his death will be paid to his
            Beneficiary. The benefit payable under this optional type of pension
            shall be the Actuarial Equivalent of the benefit payable under
            paragraphs 12.01(a) and 12.01(c). This optional type of pension
            shall be available only to the Member who has no Spouse or has a
            Spouse who has waived, in prescribed form, the right to a contingent
            pension specified in paragraph 12.01(b).
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 39.


      (e)   Life Annuity With 100% Continuance to Spouse

            The Member receives his pension in accordance with paragraph
            12.01(a). A reversionary pension equal to 100% of the pension which
            was payable to the Member, shall be payable to the Spouse if the
            Member is survived by the Spouse. The portion of the Spouse's
            pension attributable to the Member's temporary pension payable under
            Subsection 10.04 shall end on the earliest of:

            (i)   the first day of the month in which the death of the Member's
                  Spouse occurs; and

            (ii)  the first day of the month preceding the Member's Normal
                  Retirement Date.

            The portion of the Spouse's pension which is not attributable to the
            Member's temporary pension payable under Subsection 10.04 shall end
            on the first day of the month in which the death of the Member's
            Spouse occurs. The benefit payable under this optional type of
            pension shall be the Actuarial Equivalent of the benefit payable
            under paragraphs 12.01(a) and 12.01(b).

12.03 Method of Payment

      The payment of any pension under the Plan will be by cheque paid monthly
      in advance except that if the lump sum which is the Actuarial Equivalent
      of such a pension is less than 4% of the YMPE or such higher amount which
      is acceptable from time to time for such purposes under Applicable Pension
      Laws, the person entitled to the pension may elect to receive the
      Actuarial Equivalent of the benefit remaining to be paid in a lump sum.
      The commutation of pensions under this Subsection shall be subject to any
      limitations prescribed by Applicable Pension Laws in respect of the
      transfer of monies from the pension fund.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 40.


12.04 Commutation of Remaining Guaranteed Payments

      The pension payments due to a Member's Beneficiary under a guarantee
      option may, if so requested by the Beneficiary, be paid in a lump sum that
      is the Actuarial Equivalent of the remaining pension payments under the
      guarantee option.

      The pension payments due to a Member's estate under a guarantee option,
      shall be paid in a lump sum that is the Actuarial Equivalent of the
      remaining pension payments under the guarantee option.

12.05 Proof of Age

      Before any pension benefit accruing to a Member or to the Spouse under
      this Plan may be paid, proof of age of the Member or Spouse satisfactory
      to the Company must be furnished.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 41.


                                  SECTION XIII
                    BENEFITS IN RESPECT OF TERMINATED MEMBERS

13.01 A Member whose employment with the Company is terminated for any reason
      other than death or retirement shall receive the sum of:

      (a)   a pension payable in accordance with Section XII and commencing at
            his Normal Retirement Date, equal to the greater of:

            (i)   his Accrued Regular Pension, as at date of termination, earned
                  in respect of Pensionable Service prior to January 1, 1987,
                  excluding the portion relating to Plan amendments made on or
                  after January 1, 1987; and

            (ii)  the Actuarial Equivalent of his required contributions made to
                  the Prior Plan prior to January 1, 1987, together with
                  Credited Interest; and

      (b)   a pension payable in accordance with Section XII and commencing at
            his Normal Retirement Date, equal to his Accrued Regular Pension, as
            at date of termination, earned in respect of Pensionable Service, or
            Plan amendments made, on or after January 1, 1987; and

      (c)   the amount by which his required contributions made to the Prior
            Plan and the Basic Plan on or after January 1, 1987, together with
            Credited Interest, exceed 50% of the lump sum Actuarial Equivalent
            of any entitlement under paragraph (b).

      The Member may, if he wishes, elect to receive the pension specified in
      paragraphs (a) and (b) commencing at some date earlier than his Normal
      Retirement Date, but not earlier than his Regular Retirement Date for age
      55. In such case, the amount of pension shall be reduced to the Actuarial
      Equivalent of the pension otherwise payable at Normal Retirement Date, but
      such reduction shall not be less than the reduction which would result
      from the application of the early retirement factor specified in paragraph
      10.03(d), with the references to
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 42.


      date of retirement changed to date of termination of employment.
      The amount specified in paragraph (c) shall accumulate interest until the
      date of pension commencement at which time the accumulated amount shall be
      payable as an additional pension on an Actuarial Equivalent basis.
      Alternatively, the Member may elect to transfer this amount in accordance
      with Subsection 15.02.

13.02 If a terminated Member in respect of whom benefits are payable in
      accordance with Subsection 13.01 above dies before he has commenced to
      receive payment of his pension, benefits shall be payable in accordance
      with Section XIV.

13.03 If a terminated Member dies after he has commenced to receive payment of a
      pension pursuant to Subsection 13.01, the amount of death benefit, if any,
      will be determined in accordance with Section XII.

13.04 If the service of a Member is terminated before he has 10 years of
      Continuous Employment, or before he has attained the age of 45, the Member
      may elect to receive, in lieu of the pension specified in paragraph
      13.01(a), a lump sum equal to his required contributions made to the Prior
      Plan prior to January 1, 1987, together with Credited Interest thereon to
      the date of his termination.

13.05 Notwithstanding the foregoing provisions of this Section:

      (a)   if the service of a Member who joined the Plan or the Basic Plan
            prior to January 1, 1994 is terminated prior to the completion of a
            total of two years of participation in either of the Plan or the
            Basic Plan, the Member may elect to receive, in lieu of all other
            benefits accrued under the Plan, a lump sum equal to his required
            contributions made to the Basic Plan, together with Credited
            Interest thereon to the date of his termination, and he will
            thereupon cease to be a Member of the Plan;

      (b)   if the service of a Member who did not join either of the Plan or
            the Basic Plan prior to January 1, 1994 is terminated prior to the
            completion of a total of two years of participation in either of the
            Plan or the Basic Plan, the Member shall receive a lump sum equal to
            his required contributions made to the Basic Plan, together with
            Credited Interest thereon to the
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 43.


            date of his termination, and he will thereupon cease to be a Member
            of the Plan.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 44.


                                   SECTION XIV
                                 DEATH BENEFITS

14.01 If a Member dies after he has commenced to receive the Normal Type of
      Pension, the amount of death benefit, if any, will be determined in
      accordance with Subsection 12.01. The amount of death benefit, if any, in
      respect of a pensioner receiving a pension in accordance with Subsection
      12.02, will be determined by the terms of the option in effect at the time
      of his death.

14.02 Death Prior to Normal Retirement Date

      (a)   In the event of the death of a Member prior to Normal Retirement
            Date, and before any pension payment has become due and payable to
            him under the Plan, his Spouse or, if the Member has no Spouse, his
            Beneficiary shall receive the lump sum Actuarial Equivalent of the
            benefit that the Member would have been eligible to receive in
            accordance with Section XIII had the Member terminated employment on
            the date of his death.

      (b)   In the event of the death of the Member after becoming entitled to a
            deferred pension under Subsection 13.01 and prior to the
            commencement thereof, his Spouse or, if the Member has no Spouse,
            his Beneficiary shall receive the lump sum Actuarial Equivalent of
            the deferred pension, to the extent not previously refunded or
            transferred.

14.03 Death After Normal Retirement Date but Prior to Delayed Commencement Date

      (a)   If a Member dies after his Normal Retirement Date but before his
            Delayed Commencement Date, he will be deemed to have retired on the
            day preceding the date of his death and his Spouse or Beneficiary
            shall receive the applicable death benefit determined in accordance
            with Subsection 12.01. The Member's pension will be calculated in
            accordance with paragraph 10.02(c) and Subsection 10.05. The lump
            sum Actuarial Equivalent of the benefit payable under this paragraph
            shall not be less than the minimum benefit specified in paragraph
            (b).
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 45.


      (b)   The minimum benefit referred to in paragraph (a) shall be the
            benefit that would have been payable under paragraph 14.02(a), with
            the reference to Section XIII changed to paragraph 10.02(c) and
            Subsection 10.05.

      (c)   Should the minimum benefit specified in paragraph (b) be higher:

            (i)   if there is a Spouse, such minimum benefit shall be payable,
                  on an Actuarial Equivalent basis, as an immediate life annuity
                  to the Spouse; and

            (ii)  if there is no Spouse, such minimum benefit shall be payable
                  in a lump sum to the Beneficiary.

14.04 For the purposes of this Section, no marriage contracted or spousal
      relationship entered into after a Member's retirement date shall be
      recognized.

14.05 The payment of lump sum benefits under this Section, excluding any refund
      of required contributions with Credited Interest, shall be subject to any
      limitations prescribed by Applicable Pension Laws in respect of the
      transfer of monies from the pension fund.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 46.


                                   SECTION XV
                     TRANSFERS TO OTHER REGISTERED VEHICLES

15.01 Transfer under a Reciprocal Agreement

      If the Member is transferring to the pension plan of another employer with
      whom the Company has entered into a Reciprocal Agreement, the Member may,
      subject to Applicable Pension Laws and Revenue Rules, elect that, in lieu
      of the benefits to which he is entitled in accordance with Section XIII, a
      transfer be made into the pension plan of the other employer in an amount
      determined in accordance with such Reciprocal Agreement. The benefits
      provided by the transferred amount under the other employer's pension plan
      shall be determined and administered in accordance with the terms of the
      Reciprocal Agreement.

15.02 Transfer to Other Registered Vehicle

      A Member who is entitled to a pension in accordance with Subsection 13.01
      may elect to have the lump sum Actuarial Equivalent of such pension or any
      residual pension remaining after the application of Subsection 13.04
      transferred to:

      (a)   another registered pension plan;

      (b)   an insurance company for the purchase of a life annuity contract; or

      (c)   such other vehicle as may be approved under Applicable Pension Laws
            and Revenue Rules, subject to any approval by the Member's Spouse
            that is required by Applicable Pension Laws;

      as designated by the Member; provided, however, that the administrator of
      such plan or vehicle agrees in writing to administer such transferred
      pension credit within the conditions of Applicable Pension Laws. The
      Member may elect to make such a transfer:

      (d)   upon termination of employment with the Company;

      (e)   at any other date as may be specified in Applicable Pension Laws;
            and
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 47.


      (f)   at any other date as may be authorized by the Company.

15.03 Transfer at Company's Discretion

      (a)   If the lump sum Actuarial Equivalent of the pension or any residual
            pension after the application of Subsection 13.04 of a Member who is
            entitled to a pension in accordance with Subsection 13.01 and who
            terminates employment on or after January 1, 1990, is less than 10%
            of the YMPE in the year of termination, the Company may, at its sole
            discretion, transfer such lump sum as set out in Subsection 15.02,
            in lieu of any other benefit under the Plan.

      (b)   The Company may, at its sole discretion, authorize a Member who is
            entitled to a pension in accordance with Section X to have the lump
            sum Actuarial Equivalent of such pension transferred as set out in
            Subsection 15.02, in lieu of any other benefit under the Plan.

15.04 A Member for whom a transfer is made pursuant to Subsection 15.01, 15.02
      or 15.03 shall cease to be a Member of the Plan.

15.05 Transfer Options for Cash Settlements

      The Member or the Spouse who is entitled to an amount in lump sum form in
      accordance with Subsection 12.03, Section XIII or Section XIV, may elect,
      in lieu of receiving the amount in a cash settlement, to have this amount:

      (a)   paid into another registered pension plan, if this other plan so
            permits;

      (b)   paid into a registered retirement savings plan;

      (c)   transferred to an insurance company for the purchase of an immediate
            annuity or a deferred life annuity commencing not later than
            December 31 of the calendar year during which the Member or Spouse,
            as applicable, attains Maximum Retirement Age, in a form acceptable
            under Revenue Rules; or

      (d)   paid into such other registered vehicle as may be approved under
            Revenue
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 48.


            Rules.

15.06 Limitations on Transfers

      (a)   An amount transferred in accordance with Subsection 15.02 or 15.03,
            or a cash settlement payable to a Member under Subsection 12.03 and
            transferred in accordance with Subsection 15.05, shall not exceed,
            if such transfer is not made to a defined benefit provision of a
            registered pension plan, the greater of the Member's required
            contributions with Credited Interest and the product of:

            (i)   his Accrued Regular Pension as at date of termination of
                  employment or date of retirement, as applicable; and

            (ii)  the appropriate factor from the following table:
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 49.


<TABLE>
<CAPTION>
              ATTAINED AGE AT
            DATE OF CALCULATION                    FACTOR
<S>                                                <C>
                 Under 50                           9.0
                    50                              9.4
                    51                              9.6
                    52                              9.8
                    53                              10.0
                    54                              10.2
                    55                              10.4
                    56                              10.6
                    57                              10.8
                    58                              11.0
                    59                              11.3
                    60                              11.5
                    61                              11.7
                    62                              12.0
                    63                              12.2
                    64                              12.4
                    65                              12.4
                    66                              12.0
                    67                              11.7
                    68                              11.3
                    69                              11.0
                    70                              10.6
                    71                              10.3
</TABLE>

                  For non-integral ages lower than 64, the appropriate factor
                  shall be determined on an interpolated basis.

            If the Member retires after his Normal Retirement Date, the amount
            under (i) above shall include any actuarial increase to which the
            Member may be entitled under Subsection 10.02.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 50.


      (b)   If the amount to be transferred exceeds the maximum transferable
            amount in accordance with paragraph (a), the excess shall be paid in
            cash to the Member.

      (c)   The transfers under Subsections 15.01, 15.02 and 15.03, excluding
            any refund of required contributions with Credited Interest, shall
            be subject to any limitations prescribed by Applicable Pension Laws
            in respect of the transfer of monies from the pension fund.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 51.


                                   SECTION XVI
                          METHOD OF PROVIDING BENEFITS

16.01 The Company shall enter into an agreement with the Custodian to hold in
      safekeeping the assets of the Plan.

16.02 The Company will remit to the Custodian from time to time in accordance
      with Applicable Pension Laws such amounts as may be required to be made by
      the Company in accordance with Section VI. The Custodian will retain such
      payments and charge against the assets of the Plan the cost of any paid-up
      annuities issued by an insurance company at the direction of the Company
      to Members upon retirement on pension or upon termination of service and
      any other payments which become payable, and administrative charges
      permitted under the Fund Manager's contract. At the time of his retirement
      on pension or his termination of service, a Member may be required to
      complete an applicable form specifying the annuities to be issued in
      respect of the pension benefits to which he is entitled.

16.03 The Company may, from time to time, enter into and cancel agreements with
      a Fund Manager, or Managers, to invest the assets of the Plan and may
      instruct, within any constraints it may wish to impose, the nature of such
      investments, providing such instructions do not contravene any applicable
      law or regulation.

16.04 The investment of the assets of the Plan shall be restricted to the
      securities and loans prescribed by Applicable Pension Laws and Revenue
      Rules.

16.05 Subject to Applicable Pension Laws, all liability of the Company with
      respect to the Accrued Regular Pension for a Member under the Plan shall
      cease if a certificate is issued to him by an insurance company for an
      amount of paid-up annuity equivalent to the amount of accrued pension to
      which he has become entitled in accordance with the provisions of the
      Plan.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 52.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 53.


16.06 All expenses with respect to the operation or administration of the Plan
      shall be payable from the pension fund, unless such expenses are paid
      directly by the Company.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 54.


                                  SECTION XVII
                             BENEFITS NOT ASSIGNABLE

17.01 Subject to Applicable Pension Laws and the portability and commutation
      provisions of any other Section of the Plan, no benefit, right or interest
      provided under the Plan shall be:

      (a)   capable of anticipation, alienation, sale, transfer, assignment,
            pledge, encumbrance, charge, seizure, attachment or other legal or
            equitable process; and

      (b)   capable of being given as security or surrendered;

      and, for the purposes of this Subsection:

      (c)   assignment does not include assignment by the legal representative
            of a deceased individual on the distribution of the individual's
            estate; and

      (d)   surrender does not include a reduction in benefits to avoid the
            revocation of the registration of the Plan under Revenue Rules.

17.02 Notwithstanding Subsection 17.01, upon the termination of the legal
      marriage or common-law relationship of a Member who retains entitlement to
      a pension, the pension earned during the term of the marriage or
      common-law relationship shall be split in the manner specified in and in
      the form provided under Applicable Pension Laws and Revenue Rules, and in
      accordance with any judicial decision which may take precedence, provided
      that the total value of benefits with respect to such Member shall not
      exceed the Actuarial Equivalent of the benefits prior to such splitting.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 55.


                                  SECTION XVIII
                                    CURRENCY

18.01 All contributions to the Plan and payments of benefits or refunds under
      the Plan and annuities provided under the Plan shall be expressed and made
      in lawful money of Canada.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 56.


                                   SECTION XIX
                   AMENDMENT TO OR DISCONTINUATION OF THE PLAN

19.01 The Company expects and intends to maintain this Plan in force
      indefinitely but necessarily reserves the right to amend or discontinue
      the Plan, either in whole or in part at any time or times, subject always
      to the requirements of Applicable Pension Laws and Revenue Rules.

19.02 Preservation of Benefits

      No amendment to the Plan shall operate to reduce the pension, termination
      of employment or death benefits which have accrued to the Member hereof
      prior to the date of such amendment, nor shall the Company have the power
      to make any amendment which is not in accordance with the requirements of
      Applicable Pension Laws and Revenue Rules. In the event of the
      discontinuance of the Plan, the Company shall, subject to Applicable
      Pension Laws, only be required to make those contributions which may have
      been due and payable in accordance with Section VI prior to the date of
      such discontinuance of the Plan.

19.03 Amendment Required to Maintain Registration

      Notwithstanding any other provisions of the Plan, the Company shall amend
      the Plan as is necessary to maintain the registration of the Plan under
      Applicable Pension Laws and Revenue Rules. Subsection 19.02 shall not act
      to restrict the Company's ability to amend the Plan when the purpose of
      the amendment is to maintain such registration of the Plan.

19.04 Certification of Post-1989 Additional Benefits

      An amendment to the Plan which creates additional benefits in respect of a
      period of employment after 1989 and which must be certified by the
      Minister of National Revenue in accordance with Revenue Rules shall not be
      effective in
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 57.


      respect of a Member until such certification has been received for that
      Member, and such additional benefits will not be paid as a result of the
      amendment prior to certification. The Company shall apply for such
      certification before making any contributions to the Plan in respect of
      such amendment.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 58.


19.05 Discontinuance

      Should the Plan be wholly discontinued, the Actuary shall prepare a report
      containing a recommended plan for distribution of the assets of the
      pension fund, such report to be filed with and approved by the Regie des
      Rentes du Quebec and Revenue Canada prior to payment of any further
      benefits. However, the Plan may, to the extent allowed and subject to any
      conditions or approval procedures under Applicable Pension Laws, pay a
      pension in payment at the date of termination of the Plan or a pension the
      first instalment of which becomes payable after that date.

      The assets of the Plan shall first be used to provide benefits as outlined
      in the Plan for the Member, through the purchase of annuity contracts from
      an insurance company licensed to do business in Canada, or by the transfer
      of the benefits to which the Member is entitled to the pension plans of
      subsequent employers or to approved registered vehicles or by the
      continuation of the pension fund for the provision of a deferred pension
      or by the payment of cash refund, at the discretion of the Company, all
      subject to the requirements of Applicable Pension Laws and Revenue Rules.
      After satisfaction of all liabilities of the Plan, in respect of the
      service of the Member up to the date of discontinuance of the Plan, any
      assets which may remain in the pension fund shall revert to the Company.

      Subject to Applicable Pension Laws, in the event the Company shall have
      been wound up or become bankrupt, and the Plan is discontinued, no
      liability shall attach to the Company or to the liquidator or trustee in
      bankruptcy in connection with any such application of the pension fund,
      provided such application was made in good faith and in accordance with
      the provisions of Applicable Pension Laws.

19.06 Whenever, as a result of a change in the relevant legislation or in
      regulations thereunder, there is a significant increase in the pension
      benefits available under
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 59.


      the Quebec Pension Plan or in the Old Age Security pension, the benefits
      under the Plan may be reduced in respect of service after the date of such
      increase.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 60.


                                   SECTION XX
                           ADMINISTRATION OF THE PLAN

20.01 Administrator

      (a)   The Company is the administrator of the Plan for all purposes
            including, without limitation, for purposes of Applicable Pension
            Laws.

      (b)   The Plan and the pension fund shall be administered by the Company
            in accordance with the Plan, the written statement of investment
            policies and goals for the Plan, the articles and bylaws of the
            Company, Applicable Pension Laws and Revenue Rules.

20.02 Term of Office

      The Company's term of office as Plan administrator shall be three years.
      The Company shall remain the Plan administrator after the expiry of its
      term of office unless the Members decide by a majority of the votes at a
      meeting held under Subsection 20.11, after the expiry of such term of
      office, to replace the Company as Plan administrator by a pension
      committee in accordance with Applicable Pension Laws.

      If the Members elect to replace the Company as Plan administrator in
      accordance with the above paragraph, the Company shall remain the Plan
      administrator until the end of the Plan Year in progress when the meeting
      mentioned in the above paragraph is held.

20.03 Required Pension Committee

      Should the number of Active Members increase to such a level as to require
      the Plan administrator to be a pension committee in accordance with
      Applicable Pension Laws, the Company shall remain the Plan administrator
      until the end of
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 61.


      the Plan Year that follows the date of the first meeting held under
      Subsection 20.11 after the date of such an increase.

      For the purposes of the above paragraph, "Active Member" shall mean a
      Member whose period of Continuous Employment has not been terminated.

20.04 Amendment Required to Provide for a Pension Committee

      Should it be decided or required that the Plan administrator be a pension
      committee in accordance with Subsection 20.02 or 20.03, the Company shall
      amend the Plan to include such provisions governing the administration of
      the Plan by a pension committee, as may be required in accordance with
      Applicable Pension Laws.

20.05 Responsibilities and Powers

      (a)   As Plan administrator, the Company shall have such rights,
            obligations, powers, duties and responsibilities as provided under
            the Plan and under Applicable Pension Laws.

      (b)   The Company shall establish in writing the rules it deems necessary
            or appropriate in order to accomplish its functions.

      (c)   The Company shall direct that appropriate records be maintained and
            may from time to time establish rules for the administration of the
            Plan. The Company shall ensure that confidentiality of such records
            is preserved. The Company shall decide any matters arising hereunder
            in the administration and operation of the Plan. All decisions shall
            be applied as nearly as may be possible in a uniform manner to all
            Members similarly situated.

20.06 Power to Delegate

      The Company may delegate all or part of its powers to a company, a person
      or any group of persons, or may be represented by an agent for specific
      acts. To such extent as is permitted by the instrument of delegation, the
      person to whom
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 62.


      or the body to which the Company has delegated powers may subdelegate all
      or part of such powers. The person or body exercising delegated powers
      shall assume the same obligations and incur the same liability as those
      the Company would have had to assume or have incurred if the powers had
      been exercised by the Company. In making a delegation or subdelegation
      under this Subsection, the Company, person or body making the delegation
      must satisfy itself or himself as to the capability and the
      appropriateness of the delegatee to assume their delegated functions. The
      Company may also retain advisors in its capacities as administrator.

20.07 Entitlement to Rely on Statements

      The Company may rely in good faith on the statements or reports of the
      Custodian, the Fund Manager, the Actuary, an accountant, an appraiser, a
      lawyer or other professional advisor retained by the Company.

20.08 Indemnification

      The Company shall indemnify and save harmless any officers and employees
      of the Company or any other person or persons who are or may be appointed
      by the Company who are involved in the administration of the Plan from the
      effects and consequences of their acts, omissions and conduct in their
      formal capacity to the extent permitted by law except for their own wilful
      and intentional malfeasance or misconduct. No part of the pension fund
      shall be used for indemnification payments.

20.09 Company Records

      Whenever the records of the Company are used for the purposes of the Plan,
      such records shall be conclusive of the facts with which they are
      concerned.

20.10 Required Information
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 63.


      An eligible Employee, a Member, a Beneficiary or a Spouse shall sign such
      application forms prescribed by the Company and furnish proof of age and
      furnish such other data and sign such documents as the Company deems
      necessary or desirable for the proper administration of the Plan or to
      evidence initial or continued eligibility for a benefit hereunder.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 64.


20.11 Meeting of the Members

      Within the period and at least at the intervals prescribed by the
      jurisdiction having authority under Applicable Pension Laws, the Company
      shall call each Member to a meeting. At this meeting, the Company shall
      provide to the Members such information and enable the Members to make
      such decisions as required under Applicable Pension Laws.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 65.


                                  SECTION XXI
                             INFORMATION TO MEMBERS

21.01 Within the period prescribed by Applicable Pension Laws, the Company shall
      provide to an Employee who becomes eligible for membership in the Plan, a
      written description of the Plan. Such description shall explain the
      pertinent terms and conditions of the Plan and amendments thereto as
      applicable to such Employee, and shall outline the rights and obligations
      of such Employee with reference to the benefits available under the Plan.

      Except as otherwise permitted or required under Applicable Pension Laws,
      the Company shall provide a written explanation of a proposed amendment to
      each active Member, as defined in Applicable Pension Laws, before
      registration of any amendment to the Plan.

21.02 The Company shall permit a Member or such person as is required to be
      permitted under Applicable Pension Laws, to inspect, or make extracts
      from, the Plan text and any other related documents required to be made
      available under Applicable Pension Laws, at such time and places as may be
      required by Applicable Pension Laws.

21.03 Upon cessation of employment of a Member or upon termination of the
      Member's active membership in the Plan, the Company shall provide the
      Member (or the person entitled to benefits in the event of the Member's
      death) within the period prescribed by Applicable Pension Laws with a
      written statement of the benefits and options to which the Member is
      entitled.

      After the end of each Plan Year, the Company shall provide each Member of
      the Plan with a statement showing the Member's contributions and benefits,
      and any other information as may be required by Applicable Pension Laws
      and Revenue Rules, as of the end of that year.

21.04 The Company shall provide such other information regarding the Plan,
      statistical or otherwise, as is required under Applicable Pension Laws and
      Revenue Rules.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 66.
<PAGE>
Pension Plan for Designated Employees of
ClinTrials BioResearch Ltd.
(Amended and restated as of August 1, 1996)                             Page 67.


21.05 Such explanation, statement or other information provided shall have no
      effect on the rights or obligations of any person under the Plan, and
      shall not be referred to in interpreting or giving effect to the
      provisions of the Plan. The Company shall not be liable for any loss or
      damage claimed by any person to have been caused by any error or omission
      in such explanation, statement or other information.