Exhibit
10.12

AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF
MERGER

AMENDMENT NO. 2, dated December 5, 2005, to AGREEMENT AND
PLAN OF MERGER made and entered into as of August 22, 2005, by and
among CEA Acquisition Corporation, a Delaware corporation
(‘‘Parent’’), etrials Acquisition,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(‘‘Merger Sub’’), etrials
Worldwide, Inc., a Delaware corporation
(‘‘Company’’), and each of the
persons listed under the caption
‘‘Stockholders’’ on the signature page
hereof, such persons being stockholders of the Company (each a
‘‘Stockholder’’ and, collectively,
the ‘‘Stockholders’’), as amended
by Amendment dated October 31, 2005 (‘‘Merger
Agreement’’). Capitalized terms used herein that are
defined in the Merger Agreement shall have the same meanings as used in
the Merger Agreement.

The parties hereto, being all of the
parties to the Merger Agreement, hereby agree that the Merger Agreement
is hereby amended as follows:

1. A new Section 1.21 is hereby
added to the Merger Agreement, to read as
follows:

1.21 Sale
Restriction. No public market sales of shares of Parent
Common Stock issued as a result of the Merger shall be made for a
period of 180 days following the Closing Date. No private sales of
shares of Parent Common Stock issued as a result of the Merger shall be
made unless the purchaser acknowledges and agrees to the restriction
stated in the preceding sentence by delivery to Parent of a written
document to such effect. Certificates representing shares of Parent
Common Stock issued as a result of the Merger shall bear a prominent
legend to such effect. Notwithstanding the foregoing, this restriction
does not apply to Merger Warrants or shares of Common Stock issued upon
exercise of Merger Warrants.

2. The term
‘‘February 11, 2006’’ appearing in Section
5.15 of the Merger Agreement is amended to read
‘‘February 18,
2006.’’

3.    The Merger
Agreement, as amended hereby, shall remain in full force and
effect.

[Signatures are on following
pages]










IN WITNESS WHEREOF, the parties have
executed this Amendment to Agreement and Plan of Merger as of the date
first above written.


		CEA ACQUISITION
CORPORATION





		By: /s/ Robert
Moreyra





		Robert Moreyra, Executive Vice
President





		etrials ACQUISITION,
INC.





		By: /s/ Robert
Moreyra





		Robert Moreyra,
President





		etrials WORLDWIDE,
INC.





		By: /s/ John
Cline





		John Cline,
President





		STOCKHOLDERS:





		[See
separate signature pages.]




2








STOCKHOLDER SIGNATURE PAGE TO AMENDMENT TO
MERGER AGREEMENT

MiniDoc AB

By: /s/ Lars
Lindgren

Name: Lars Lindgren
Title:
Chairman

Infologix (BVI)Limited

By: /s/ Janet
Raine/Lorraine Wheeler

Name: Janet
Raine/LorraineWheeler
Title: For and on behalf of EQ Secretaries
(Jersey) Limited, Secretary

Newlight Associates
II,LP

By: Newlight Partners II, LP, General
Partner

By: /s/ Robert M. Brill

Name: Robert
M. Brill
Title: General Partner

Newlight Associates II
(BVI), LP

By: Newlight Partners II (BVI), LP, General
Partner

By: /s/ Robert M. Brill

Name: Robert
M. Brill
Title: General Partner

Newlight Associates II-E,
LP

By: Newlight Partners II-E, LP, General
Partner

By: /s/ Robert M. Brill

Name: Robert
M. Brill
Title: General Partner


/s/ Peter
Coker


Peter Coker



/s/ Peter and Susan
H. Coker, JT TEN


Peter and Susan H. Coker, JT
TEN


3








STOCKHOLDER SIGNATURE PAGE TO
AMENDMENT TO MERGER AGREEMENT


Dunlap
Industries


By: /s/ Peter L. Coker

Name:
Peter L. Coker
Title: Managing Director


/s/ John
Cline


John Cline



/s/ James &
Susanne M. Clark, JTWROS


James W. and Susanne M. Clark, JT
TEN



/s/ Robert Sammis


Robert
Sammis



/s/ Fred Nazem


Fred
Nazem



E-ZAD Partnership
Limited


By: /s/ Hamid Ansari

Name:
HamidAnsari
Title: General Partner


/s/ Richard J.
Piazza


Richard J. Piazza



/s/ Rachael
King


Rachael King



/s/ Michael
Harte

Michael Harte

4