TABLE OF CONTENTS




|                              |  |  |  |  |  |  |  | 
|----------------------------- |  |  |  |  |  |  |  | 
|Part I. Financial Information
|Part II. Other Information   
|SIGNATURES                   
|Exhibit Index                
|Exhibit 15.1                 
|Exhibit 15.2                 
|Exhibit 27                   



---



Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the Quarterly Period Ended June 30, 2000

Commission file number 000-20699



DATATRAK International, Inc.  (Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-1685364                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|20600 Chagrin Boulevard
Cleveland, Ohio                        |  | 44122                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

| |                                                     | 
| | --------------------------------------------------- | 
| | (216) 921-6505                                      | 
| |                                                     | 
| | (Registrants telephone number, including area code) | 






Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X  Yes _____ No

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practical date.

The number of Common Shares, without par value, outstanding as of July 31, 2000
was 3,290,322.





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##### Table of Contents






Part I. Financial Information

Item 1  Financial Statements

DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |             |            |  | 
|-------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ----------- | ----------- |  | ------------ | ----------- | ---------- |  | 
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             | (Unaudited) |  | (Note A)    
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             | June 30,    |  | December 31,
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             | 2000        |  | 1999        
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |             
|                                                                                 |                                                                                                                                                                                                           |                                            | ASSETS                              
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current assets:                                                                 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Cash and cash equivalents                                                                                                                                                                                 |                                            | $                                    | 2,348,664   |             |  | $            | 2,961,403   |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Short-term investments                                                                                                                                                                                    |                                            |                                      | 11,965,593  |             |  |              | 14,575,071  |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accounts receivable, less allowances                                                                                                                                                                      |                                            |                                      | 602,591     |             |  |              | 334,645     |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Prepaid expenses and other current assets                                                                                                                                                                 |                                            |                                      | 299,402     |             |  |              | 289,016     |           
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           | Total current assets                       |                                      |             | 15,216,250  |  |              |             | 18,160,135 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Property and equipment, at cost
net of accumulated depreciation and amortization |                                                                                                                                                                                                           |                                            | 1,462,095                            |             |             |  | 1,257,558    |            
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Other assets                                                                     |                                                                                                                                                                                                           |                                            | 79,397                               |             |             |  | 65,700       |            
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           | Total assets                               |                                      | $           | 16,757,742  |  |              | $           | 19,483,393 | 
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           |                                            | LIABILITIES AND SHAREHOLDERS EQUITY
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Current liabilities:                                                            
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accounts payable                                                                                                                                                                                          |                                            | $                                    | 125,548     |             |  | $            | 281,867     |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accrued expenses                                                                                                                                                                                          |                                            |                                      | 707,725     |             |  |              | 864,569     |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Deferred revenue                                                                                                                                                                                          |                                            |                                      | 14,610      |             |  |              | 30,960      |           
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           | Total current liabilities                  |                                      |             | 847,883     |  |              |             | 1,177,396  | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Shareholders equity:                                                           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Foreign currency translation                                                                                                                                                                              |                                            |                                      | (80,436     | )           |  |              | (38,789     | )         
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Serial preferred shares, without par value, 1,000,000 shares
authorized, none issued                                                                                                                      |                                            |                                      |            |             |  |              |            |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Common shares, without par value, authorized 15,000,000
shares; issued 6,590,322 shares as of December 31, 1999
and June 30, 2000; outstanding 3,290,322 shares as of
December 31, 1999 and June 30, 2000 |                                            |                                      | 50,349,097  |             |  |              | 50,236,553  |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accumulated deficit                                                                                                                                                                                       |                                            |                                      | (14,170,494 | )           |  |              | (11,703,459 | )         
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Treasury shares, 3,300,000 shares at cost                                                                                                                                                                 |                                            |                                      | (20,188,308 | )           |  |              | (20,188,308 | )         
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           | Total shareholders equity                 |                                      |             | 15,909,859  |  |              |             | 18,305,997 | 
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            
|                                                                                 |                                                                                                                                                                                                           | Total liabilities and shareholders equity |                                      | $           | 16,757,742  |  |              | $           | 19,483,393 | 
|                                                                                 |                                                                                                                                                                                                           |                                            |                                      |             |             |  |              |            

|        |  |                                                                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note A: |  | The balance sheet at December 31, 1999 has been derived from the
audited consolidated financial statements at that date, but does
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.

See notes to condensed consolidated financial
statements.

2



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##### Table of Contents



DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |            |           | 
|-------------------------------------------- | --------------------------------- | ----------------------------------- | ---------- | ------------------ | --------- | ---------------- | ---------- | ---------- | --------- | ---- | ---------- | ------- | --------- | - | ---------- | ---------- | --------- | 
|                                             |                                   |                                     |            | Three Months Ended |           | Six Months Ended
|                                             |                                   |                                     |            | June 30,           |           | June 30,        
|                                             |                                   |                                     |            |                    |           |                 
|                                             |                                   |                                     |            | 2000               |           | 1999             |            | 2000       |           | 1999
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |     
|Revenue                                      |                                   | $                                   | 434,580    |                    |           | $                | 923,961    |            |           | $    | 931,922    |         |           | $ | 5,103,609  |           
|                                            
|                                            
|                                            
|                                            
|Direct costs                                 |                                   |                                     | 491,290    |                    |           |                  | 680,748    |            |           |      | 959,352    |         |           |   | 3,329,925  |           
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|Gross profit (loss)                          |                                   |                                     | (56,710    | )                  |           |                  | 243,213    |            |           |      | (27,430    | )       |           |   | 1,773,684  |           
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |                                   |                                     | 1,366,279  |                    |           |                  | 995,849    |            |           |      | 2,509,018  |         |           |   | 3,513,376  |           
|                                            
|                                            
|                                            
|                                            
|Depreciation and amortization                |                                   |                                     | 218,450    |                    |           |                  | 180,812    |            |           |      | 405,930    |         |           |   | 430,126    |           
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|Loss from operations                         |                                   |                                     | (1,641,439 | )                  |           |                  | (933,448   | )          |           |      | (2,942,378 | )       |           |   | (2,169,818 | )         
|                                            
|                                            
|                                            
|                                            
|Other income (expense):                     
|                                            
|                                            
|                                            
|                                            
|                                             | Interest income                   |                                     |            | 227,190            |           |                  |            | 427,273    |           |      |            | 465,134 |           |   |            | 750,026    |          
|                                            
|                                            
|                                            
|                                            
|                                             | Other income (expense)            |                                     |            | 2,424              |           |                  |            | (15,481    | )         |      |            | 10,209  |           |   |            | (65,772    | )        
|                                            
|                                            
|                                            
|                                            
|                                             | Gain on sale of clinical business |                                     |            |                   |           |                  |            | 12,259,923 |           |      |            |        |           |   |            | 12,154,827 |          
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|Income (loss) before income taxes            |                                   |                                     | (1,411,825 | )                  |           |                  | 11,738,267 |            |           |      | (2,467,035 | )       |           |   | 10,669,263 |           
|                                            
|                                            
|                                            
|                                            
|Income tax expense                           |                                   |                                     |           |                    |           |                  |           |            |           |      |           |         |           |   | 40,000     |           
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|Net income (loss)                            |                                   | $                                   | (1,411,825 | )                  |           | $                | 11,738,267 |            |           | $    | (2,467,035 | )       |           | $ | 10,629,263 |           
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|Net income (loss) per share:                
|                                            
|                                            
|                                            
|                                            
|                                             |                                   | Basic:                             
|                                            
|                                            
|                                            
|                                            
|                                             |                                   | Net income (loss) per share         |            | $                  | (0.43     | )                |            | $          | 1.82      |      |            | $       | (0.75     | ) |            | $          | 1.65      | 
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|                                             |                                   | Weighted average shares outstanding |            |                    | 3,290,322 |                  |            |            | 6,455,872 |      |            |         | 3,290,322 |   |            |            | 6,442,027 | 
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|                                             |                                   | Diluted:                           
|                                            
|                                            
|                                            
|                                            
|                                             |                                   | Net income (loss) per share         |            | $                  | (0.43     | )                |            | $          | 1.79      |      |            | $       | (0.75     | ) |            | $          | 1.62      | 
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           
|                                             |                                   | Weighted average shares outstanding |            |                    | 3,290,322 |                  |            |            | 6,549,770 |      |            |         | 3,290,322 |   |            |            | 6,543,532 | 
|                                             |                                   |                                     |            |                    |           |                  |            |            |           |      |            |         |           |   |            |           

See notes to condensed consolidated financial
statements.

3



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##### Table of Contents



DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |              |             |            |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------- | ----------- | ------------------------- | -------- | --------- | ------------ | ----------- | ---------- | -
|                                                 |                                                                                           |                                              |                                       |             | Six Months Ended June 30,
|                                                 |                                                                                           |                                              |                                       |             |                          
|                                                 |                                                                                           |                                              |                                       |             | 2000                      |          | 1999     
|                                                 |                                                                                           |                                              |                                       |             |                           |          |          
|Operating Activities                            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net income (loss)                                                                         |                                              | $                                     | (2,467,035  | )                         |          | $         | 10,629,263   |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Depreciation and amortization                |                                       |             | 405,930                   |          |           |              | 430,126     |           
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Gain on sale of clinical business            |                                       |             |                          |          |           |              | (12,154,827 | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Other                                        |                                       |             | (274,083                  | )        |           |              | (549,090    | )         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Changes in operating assets and liabilities:
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                              | Accounts receivable                   |             |                           | (275,446 | )         |              |             | (676,819   | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                              | Accounts payable and accrued expenses |             |                           | (313,160 | )         |              |             | (1,056,800 | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                              | Other                                 |             |                           | (32,916  | )         |              |             | (338,979   | )
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|                                                 | Net cash used in operating activities                                                     |                                              |                                       | (2,956,710  | )                         |          |           | (3,717,126   | )          
|                                                
|                                                
|                                                
|                                                
|Investing activities                            
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of property and equipment                                                       |                                              |                                       | (618,638    | )                         |          |           | (394,377     | )          
|                                                
|                                                
|                                                
|                                                
|                                                 | Sale of business (net of cash sold)                                                       |                                              |                                       |            |                           |          |           | 15,601,184   |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Maturities of short-term investments                                                      |                                              |                                       | 30,458,000  |                           |          |           | 109,496,248  |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchases of short-term investments                                                       |                                              |                                       | (27,454,394 | )                         |          |           | (120,459,263 | )          
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|                                                 | Net cash provided by investing activities                                                 |                                              |                                       | 2,384,968   |                           |          |           | 4,243,792    |            
|                                                
|                                                
|                                                
|                                                
|Financing activities                            
|                                                
|                                                
|                                                
|                                                
|                                                 | Issuance of note receivable                                                               |                                              |                                       | (7,517      | )                         |          |           |             |            
|                                                
|                                                
|                                                
|                                                
|                                                 | Net proceeds from issuance of common shares                                               |                                              |                                       |            |                           |          |           | 9,450        |            
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|                                                 | Net cash (used in) provided by financing activities                                       |                                              |                                       | (7,517      | )                         |          |           | 9,450        |            
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|Effect of exchange rate on cash                  |                                                                                           |                                              | (33,480                               | )           |                           |          | 135,228   |             
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|(Decrease) increase in cash and cash equivalents |                                                                                           |                                              | (612,739                              | )           |                           |          | 671,344   |             
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                           |                                              | 2,961,403                             |             |                           |          | 4,072,586 |             
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             
|Cash and cash equivalents at end of period       |                                                                                           | $                                            | 2,348,664                             |             |                           | $        | 4,743,930 |             
|                                                 |                                                                                           |                                              |                                       |             |                           |          |           |             

See notes to condensed consolidated financial
statements.

4



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##### Table of Contents



DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
DATATRAK International, Inc. and subsidiaries (the Company) have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and
six month periods ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Companys Form 10-K for the year ended
December 31, 1999 (File No. 000-20699).

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that might affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2. Net Loss per Share

The following table sets forth the computation of basic and diluted earnings
per share.

|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |            | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | ------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | 
|                                                                                                                                                                        |  | Three Months Ended June 30, |            | Six Months Ended June 30,
|                                                                                                                                                                        |  |                             |            |                          
|                                                                                                                                                                        |  | 2000                        |            | 1999                      |  | 2000 |            | 1999
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |     
|Net income (loss) used in the calculation of
basic and diluted net
income (loss) per share                                                                              |  | $                           | (1,411,825 | )                         |  | $    | 11,738,267 |      |  | $ | (2,467,035 | ) |  | $ | 10,629,263 | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Denominator for basic net income (loss) per
share  weighted average Common Shares
outstanding                                                                          |  |                             | 3,290,322  |                           |  |      | 6,455,872  |      |  |   | 3,290,322  |   |  |   | 6,442,027  | 
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Effect of dilutive Common Share options and
warrants                                                                                                                    |  |                             |           |                           |  |      | 93,898     |      |  |   |           |   |  |   | 101,505    | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Denominator for diluted net income (loss)
per share                                                                                                                     |  |                             | 3,290,322  |                           |  |      | 6,549,770  |      |  |   | 3,290,322  |   |  |   | 6,543,532  | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Basic net income (loss) per share                                                                                                                                       |  | $                           | (0.43      | )                         |  | $    | 1.82       |      |  | $ | (0.75      | ) |  | $ | 1.65       | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Diluted net income (loss) per share                                                                                                                                     |  | $                           | (0.43      | )                         |  | $    | 1.79       |      |  | $ | (0.75      | ) |  | $ | 1.62       | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|                                                                                                                                                                       
|Common Share options excluded from the
computation of diluted net income (loss)
per share because they would have an
antidilutive effect on net income (loss)
per share |  |                             | 893,137    |                           |  |      | 186,934    |      |  |   | 893,137    |   |  |   | 186,934    | 
|                                                                                                                                                                        |  |                             |            |                           |  |      |            |      |  |   |            |   |  |   |           

5



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##### Table of Contents



DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)

3. Segment Disclosures and Related Information

The Company currently operates one business segment: the DATATRAK EDC
Business. The DATATRAK EDC Business is an Application Service Provider (ASP)
that provides electronic data capture (EDC) technology and other services to
assist its customers in the timely completion of clinical trials. Prior to
April 20, 1999, the Company also operated the Clinical Business, which provided
Phase I through IV clinical research services and over-the-counter product
services. The Clinical Business was sold on April 20, 1999, and the Company no
longer operates that business.

Historically, prior to the sale of the Clinical Business, the Company evaluated
performance and allocated resources based on profit or loss from operations
before other income and expense and income taxes. The accounting policies of
the reportable segments were the same as those described in the summary of
significant accounting policies.

The Companys reportable segments are business units that offer different
services utilized in the performance of clinical trials. The reportable
segments are managed separately because they offer separate and distinct
services to customers in the clinical research industry.

Information on the Companys business segments is as follows:

|                               |      |              |          |            |          |       |   |           |   |  |   |            |  
|------------------------------ | ---- | ------------ | -------- | ---------- | -------- | ----- | - | --------- | - |  | - | ---------- | -
|                               |      |              | DATATRAK |            | Clinical
|Three Months ended June 30,    |      | EDC Business |          | Business   |          | Total
|                               |      |              |          |            |          |      
|Revenue:                      
|                              
|                              
|                              
|                              
|                               | 2000 |              | $        | 434,580    |          |       | $ |          |   |  | $ | 434,580    |  
|                              
|                              
|                              
|                              
|                               | 1999 |              |          | 159,223    |          |       |   | 764,738   |   |  |   | 923,961    |  
|                              
|                              
|                              
|                              
|Loss from operations:         
|                              
|                              
|                              
|                              
|                               | 2000 |              |          | (1,641,439 | )        |       |   |          |   |  |   | (1,641,439 | )
|                              
|                              
|                              
|                              
|                               | 1999 |              |          | (923,070   | )        |       |   | (10,378   | ) |  |   | (933,448   | )
|                              
|                              
|                              
|                              
|Six Months ended June 30,     
|                               |      |              |          |            |          |      
|Revenue:                      
|                              
|                              
|                              
|                              
|                               | 2000 |              |          | 931,922    |          |       |   |          |   |  |   | 931,922    |  
|                              
|                              
|                              
|                              
|                               | 1999 |              |          | 192,832    |          |       |   | 4,910,777 |   |  |   | 5,103,609  |  
|                              
|                              
|                              
|                              
|Income (loss)
from operations:
|                              
|                              
|                              
|                              
|                               | 2000 |              |          | (2,942,378 | )        |       |   |          |   |  |   | (2,942,378 | )
|                              
|                              
|                              
|                              
|                               | 1999 |              |          | (2,464,311 | )        |       |   | 294,493   |   |  |   | (2,169,818 | )

6



---



##### Table of Contents



DATATRAK INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)

4. Comprehensive Income (loss)

The following table sets forth comprehensive income (loss).

|                             |  |                           |            |      |  |   |            | 
|---------------------------- |  | ------------------------- | ---------- | ---- |  | - | ---------- | 
|                             |  | Six Months Ended June 30,
|                             |  |                          
|                             |  | 2000                      |            | 1999
|                             |  |                           |            |     
|Net income (loss)            |  | $                         | (2,467,035 | )    |  | $ | 10,629,263 | 
|                            
|                            
|                            
|                            
|Foreign currency translation |  |                           | (41,647    | )    |  |   | 11,656     | 
|                             |  |                           |            |      |  |   |           
|                            
|                            
|                            
|                            
|Comprehensive income (loss)  |  | $                         | (2,508,682 | )    |  | $ | 10,640,919 | 
|                             |  |                           |            |      |  |   |           

7



---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Results of Operations and
Financial Condition

The information set forth and discussed below for the three and six month
periods ended June 30, 2000 is derived from the Condensed Consolidated
Financial Statements included elsewhere herein. The financial information set
forth and discussed below is unaudited, but in the opinion of management,
reflects all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of such information. The Companys results of
operations for a particular quarter may not be indicative of results expected
during the other quarters or for the entire year.

General

The Companys DATATRAK EDC Business is an ASP that uses the software known as
DATATRAK EDC to provide EDC and other services, which assist
companies in the clinical pharmaceutical, biotechnology, contract research
organization (CRO) and medical device research industries, to accelerate the
completion of clinical trials. The DATATRAK EDC Business is the sole source of
the Companys revenue and along with corporate overhead is the sole draw on the
Companys working capital. Approximately 85% of the Companys assets, or
approximately $14.3 million, are held in cash, cash equivalents and short-term
investments. The DATATRAK EDC Business has recognized minimal revenue to date
and has experienced significant losses and negative cash flow from operations
since its inception in 1997. The Company is continuing to develop and
commercialize the DATATRAK EDC Business and anticipates that its operating
results will fluctuate significantly from period to period. The Companys
future success is dependent on market acceptance of EDC in general, and
acceptance of DATATRAK EDC in specific.

The Companys contracts provide a fixed price for each component or service to
be delivered. Services provided by DATATRAK that are in addition to those
provided for in its contracts are billed on a fee for service basis for
services completed. Generally, these contracts range in duration from six to
thirty-six months. The ultimate contract value is dependent upon the length of
the customers use of DATATRAK EDC and the services provided by
DATATRAK. As services are performed over the life of the contract, revenue and
direct costs of revenue are recognized under the percentage of completion
method utilizing units of delivery. Costs associated with contract revenues
are recognized as incurred. These contracts can be terminated by the customer
with or without cause. DATATRAK is entitled to payment for all work performed
through the date of notice of termination and for recovery of some or all costs
incurred to terminate a contract. The termination of a contract will not
result in a material adjustment to revenue or costs previously recognized.

DATATRAK is also a seller and licenser of software. Generally, revenue is
recognized upon delivery of sold software. Licensing revenue is recognized
ratably over the life of the license. To date, DATATRAK has not recognized any
revenue from software sales.

Since its purchase of the DATATRAK EDC software in January 1998,
DATATRAK has recorded revenue related to a small number of contracts. At June
30, 2000, DATATRAKs backlog was $1.4 million. Due to DATATRAKs early stage
of development and its low level of backlog, there can be no assurance as to
its future levels of revenue.

8



---



##### Table of Contents



Results of Operations  DATATRAK EDC Business

The following tables set forth, for the periods indicated, certain items from
the Companys Consolidated Statements of Operations, expressed in thousands,
for the Companys DATATRAK EDC Business.

|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                             |  | Three Months ended |        | Six Months ended
|                                             |  |                    |        |                 
|                                             |  | June 30,           |        | June 30,         |  | June 30, |        | June 30,
|                                             |  | 2000               |        | 1999             |  | 2000     |        | 1999    
|                                             |  |                    |        |                  |  |          |        |         
|Revenue                                      |  | $                  | 434    |                  |  | $        | 159    |          |  | $ | 932    |   |  | $ | 193    |  
|                                            
|                                            
|                                            
|                                            
|Direct costs                                 |  |                    | 491    |                  |  |          | 182    |          |  |   | 959    |   |  |   | 333    |  
|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|Gross profit (loss)                          |  |                    | (57    | )                |  |          | (23    | )        |  |   | (27    | ) |  |   | (140   | )
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative
expenses |  |                    | 1,366  |                  |  |          | 740    |          |  |   | 2,509  |   |  |   | 2,024  |  
|                                            
|                                            
|                                            
|                                            
|Depreciation and amortization                |  |                    | 219    |                  |  |          | 161    |          |  |   | 406    |   |  |   | 300    |  
|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|Loss from operations                         |  |                    | (1,642 | )                |  |          | (924   | )        |  |   | (2,942 | ) |  |   | (2,464 | )
|                                            
|                                            
|                                            
|                                            
|Other income (expense)                       |  |                    | 230    |                  |  |          | 12,672 |          |  |   | 475    |   |  |   | 12,839 |  
|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|Income (loss) before income taxes            |  |                    | (1,412 | )                |  |          | 11,748 |          |  |   | (2,467 | ) |  |   | 10,375 |  
|                                            
|                                            
|                                            
|                                            
|Income tax expense                           |  |                    |       |                  |  |          |       |          |  |   |       |   |  |   | 40     |  
|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|                                            
|                                            
|                                            
|                                            
|Net income (loss)                            |  | $                  | (1,412 | )                |  | $        | 11,748 |          |  | $ | (2,467 | ) |  | $ | 10,335 |  
|                                             |  |                    |        |                  |  |          |        |          |  |   |        |   |  |   |        |  

Three months ended June 30, 2000 compared with three months ended June 30,
1999

Revenue for the three months ended June 30, 2000 increased to $430,000 as
compared to $160,000 for the three months ended June 30, 1999. The increase
was the result of an increase in the number of clinical trials using the
DATATRAK EDC software and related services.

Direct costs of revenue, mainly personnel costs, were $490,000 and $180,000
during the three months ended June 30, 2000 and 1999, respectively. The
increase in direct costs was mainly the result of increased personnel costs of
$170,000 caused by additional employees. The remaining increase was due to
additional contract costs related to the increased usage of the DATATRAK
EDC software.

Selling general and administrative expenses (SG&A) include all administrative
personnel costs, business development costs, and all other expenses not
directly chargeable to a specific contract. SG&A expenses increased from
$740,000 to $1.4 million for the three months ended June 30, 1999 and 2000,
respectively. During the three months ended June 30, 2000, a one-time,
non-cash charge of $110,000 was recorded for compensation expense on stock
options, approved by the Companys shareholders, which have exercise prices
below market value on the approval date. The remainder of the increase was
primarily due to personnel and other costs, associated with the Companys
development of and marketing of the DATATRAK EDC Business.

Depreciation and amortization expense increased from $160,000 during the three
months ended June 30, 1999 to $220,000 during the three months ended June 30,
2000. The increase was the result of depreciating capital expenditures
associated with the building of DATATRAKs information technology
infrastructure.

During the three months ended June 30, 1999, a $12.3 million gain was recorded
related to the sale of the Clinical Business. Other income also includes
interest income which decreased $200,000 for the three months ended June 30,
2000 compared to June 30, 1999, due to the Companys use of cash to fund its
repurchase of Common Shares, operating losses and other working capital needs.

9



---



##### Table of Contents



Six months ended June 30, 2000 compared with six months ended June 30,
1999

Revenue for the six months ended June 30, 2000 increased to $930,000 as
compared to $190,000 for the six months ended June 30, 1999. The increase was
the result of an increase in the number of clinical trials using the DATATRAK
EDC software and related services.

Direct costs of revenue, mainly personnel costs, were $960,000 and $330,000
during the three months ended June 30, 2000 and 1999, respectively. The
increase in direct costs was mainly the result of increased personnel costs of
$380,000 caused by additional employees. The remaining increase was due to
additional contract costs related to the increased usage of the DATATRAK
EDC software.

SG&A expenses increased from $2.0 million to $2.5 million for the six months
ended June 30, 1999 and 2000, respectively. Expenses for 1999 included a
one-time expense of $350,000 associated with services provided by an outside
consultant to assess the market potential of the DATATRAK EDC
software. Expenses for 2000 include a one-time, non-cash charge of $110,000
for compensation expense on stock options, which have exercise prices below
market value on the shareholder approval date. The increase for normal
recurring SG&A expenses was primarily due to increased personnel and other
costs, associated with the Companys increase in infrastructure for the
development of and marketing of the DATATRAK EDC Business.

Depreciation and amortization expense increased from $300,000 during the six
months ended June 30, 1999 to $410,000 during the six months ended June 30,
2000. The increase was the result of depreciating capital expenditures
associated with the building of DATATRAKs information technology
infrastructure.

During the six months ended June 30, 1999, a $12.2 million gain was recorded
related to the sale of the Clinical Business, and $70,000 of expense was
recorded related to the disposal of obsolete equipment. Other income also
includes interest income which decreased $280,000 for the six months ended June
30, 2000 compared to June 30, 1999, due to the Companys use of cash to fund
its repurchase of Common Shares, operating losses and other working capital
needs.

State income taxes of $40,000 were incurred for the six months ended June 30,
1999.

Liquidity and Capital Resources

Since its inception, the Companys principal sources of cash have been cash
flow from operations and proceeds from the sale of equity securities. During
1999, the Company also generated $15.6 million in cash through the sale of its
Clinical Business and $1.3 million in cash from a favorable legal settlement.
The Companys investing activities primarily reflect capital expenditures and
net purchases of short-term investments.

The Companys contracts usually require a portion of the contract amount to be
paid at the time the contract is initiated. Additional payments are generally
received upon completion of negotiated performance milestones throughout the
life of the contract. All amounts received are recorded as a liability
(deferred revenue) until work has been completed and revenue is recognized.
Cash receipts do not necessarily correspond to costs incurred or revenue
recognized. The Company typically receives a low volume of large-dollar
receipts. Accounts receivable will fluctuate due to the timing and size of
cash receipts. Accounts receivable (net of allowance for doubtful accounts)
was $600,000 at June 30, 2000 and $330,000 at December 31, 1999. Deferred
revenue was $15,000 at June 30, 2000 and $31,000 at December 31, 1999.

Cash and cash equivalents decreased $610,000 during the six months ended June
30, 2000. This was the result of $2.4 million provided by investing and
financing activities, offset by $3.0 million used in

10



---



##### Table of Contents



operating activities. Investing activities included net proceeds of
$3.0 million from purchases and maturities of short-term investments offset
by $620,000 used to purchase property and equipment. Cash used for
operating activities resulted from the funding of net operating losses
and other working capital needs.

At June 30, 2000, the Company had working capital of $14.4 million, and its
cash, cash equivalents and short-term investments totaled $14.3 million. The
Companys working capital decreased by $2.6 million since December 31, 1999.
The decrease was primarily the result of the $3.2 million decrease in cash,
cash equivalents and short-term investments and a $270,000 increase in accounts
receivable.

In January 1998, DATATRAK purchased the EDC software now known as DATATRAK
EDC from Padcom for $610,000. The Company is responsible for
funding the future development and testing of this software. The Company will
also continue to invest in the development of the DATATRAK®
process. The Companys sources of cash are cash generated by operations and
the maturities of short-term investments. The DATATRAK EDC Business has had a
negative cash flow of approximately $14.0 million since it began operations in
1997. The Companys operations and the EDC market are still in a developmental
stage. While the Company has experienced revenue growth in the DATATRAK EDC
Business, it anticipates a negative cash flow from operations during 2000, as
the Company continues to build its operational and business development
infrastructure. The Company anticipates software development and other capital
expenditures of $1.8 million to $2.2 million over the next eighteen months for
continued commercialization and product development of DATATRAK EDC,
which the Company expects to fund from existing cash and cash equivalents,
maturities of short-term investments and cash flow from operations.

Year 2000 Disclosure

The Company has completed its Year 2000 remediation efforts and, since January
1, 2000, has not experienced any significant problems internally or with
suppliers and customers in connection with this event. Nevertheless, the
Company is aware of some remaining future dates that could potentially cause
computer system problems, and is continuing to monitor its mission critical
computer applications to ensure that any problems are addressed promptly.
Because the Company has not, to date, experienced any significant problems in
the Year 2000, it does not anticipate any major impact on its operations.

Inflation

To date, the Company believes the effects of inflation have not had a material
adverse effect on its results of operations or financial condition.

Interest Rate Risk

The Company has fixed income investments consisting of cash equivalents and
short-term investments, which may be affected by changes in market interest
rates. The Company does not use derivative financial instruments in its
investment portfolio. The Company places its cash equivalents and short-term
investments with high-quality financial institutions, limits the amount of
credit exposure to any one institution and has established investment
guidelines relative to diversification and maturities designed to maintain
safety and liquidity. Investments are reported at amortized cost, which
approximates fair value.

Foreign Currency Risk

The Companys foreign sales and results of operations are subject to the impact
of foreign currency fluctuations. Approximately 21% of the DATATRAK EDC
Businesss revenue for the six months ended June 30, 2000 was earned in
Germany. The Company manages its risk to foreign currency exchange rates

11



---



##### Table of Contents



by maintaining foreign currency bank accounts in currencies which it regularly
transacts business. The Company does not currently hedge against the risk of
exchange rate fluctuations.

Euro Currency Conversion

On January 1, 1999, eleven of the fifteen members of the European Union adopted
a new European currency unit (the Euro) as their common legal currency. The
participating countries national currencies will remain legal tender as
denominations of the Euro from January 1, 1999 through January 1, 2002, and the
exchange rates between the Euro and such national currency units will be fixed.
The conversion to the Euro is not expected to have a material impact on the
Companys financial position, results of operations or cash flows. However,
uncertainty exists as to the effects the Euro will have on the marketplace.

Information About Forward-Looking Statements

Certain statements made in this Form 10-Q, other Commission filings or written
materials or orally by the Company or its representatives may constitute
forward looking statements that are based on managements current beliefs,
estimates and assumptions concerning the operations, future results and
prospects of the Company and the clinical pharmaceutical research industry in
general. All statements that address operating performance, events or
developments that management anticipates will occur in the future, including
statements related to future revenue, profits, expenses, income and earnings
per share or statements expressing general optimism about future results, are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 (Exchange Act). In addition, words such as expects,
anticipates, intends, plans, believes, estimates, variations of such
words, and similar expressions are intended to identify forward-looking
statements. Forward-looking statements are subject to the safe harbors created
in the Exchange Act. Factors that may cause actual results to differ materially
from those in the forward looking statements include the ability of the Company
to absorb corporate overhead and other fixed costs in order to successfully
market the DATATRAK EDC software; the development and fluctuations
in the market for electronic data capture technology; the degree of the
Companys success in obtaining new contracts; the timing of payments from
customers and the timing of clinical trial sponsor decisions to conduct new
clinical trials or cancel or delay ongoing trials; dependence on key personnel;
governmental regulation; the early stage of the Companys DATATRAK business and
operations; and general economic conditions such as the rate of employment,
inflation, interest rates and the condition of capital markets. This list of
factors is not exclusive. In addition, the Companys success depends on the
outcome of various strategic initiatives it has undertaken, all of which are
based on assumptions made by the Company concerning trends in the clinical
research market and the health care industry.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates and
foreign currency exchange rates since it funds its operations through long-and
short-term investments and has business transactions in German Deutschmarks.




Part II. Other Information

|        |  |                                          
|------- |  | -----------------------------------------
|Item 1. |  | Legal Proceedings                        
|       
|       
|       
|       
|        |  | None.                                    
|       
|       
|       
|       
|Item 2. |  | Changes in Securities and Use of Proceeds
|       
|       
|       
|       
|        |  | None.                                    

12



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|        |  | None.                                                                                                                                                                                                                                                                                                                                          
|       
|       
|       
|       
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|        |  | At the Annual Meeting of Shareholders held on June 1, 2000 (the
Annual Meeting), the Companys shareholders voted to approve an
amendment to the Companys Amended and Restated 1996 Key Employees
and Consultants Stock Option Plan (the 1996 Plan), and to adopt
the Companys 1999 Outside Director Stock Option Plan (the 1999
Plan).
|       
|       
|       
|       
|        |  | The following is a summary of the voting:                                                                                                                                                                                                                                                                                                      

|          |  |               |           |               |  |  |           | 
|--------- |  | ------------- | --------- | ------------- |  |  | --------- | 
|          |  | Amendment of  |           | Adoption of  
|Votes     |  | the 1996 Plan |           | the 1999 Plan
|          |  |               |           |              
|For       |  |               | 1,080,840 |               |  |  | 1,057,027 | 
|         
|         
|         
|         
|Against   |  |               | 722,720   |               |  |  | 748,618   | 
|         
|         
|         
|         
|Abstain   |  |               | 9,862     |               |  |  | 7,777     | 
|         
|         
|         
|         
|Non-votes |  |               | 1,252,631 |               |  |  | 1,252,631 | 

|                                                                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Also, at the Annual Meeting, the shareholders voted to elect Mark
J. Ratain, Seth B. Harris and Robert E. Flaherty each to an
additional two-year term as a director of the Company
|                                                                                                                                                                                   
|                                                                                                                                                                                   
|                                                                                                                                                                                   
|                                                                                                                                                                                   
|The following is a summary of the voting:                                                                                                                                          

|         |  |                |           |                |                    |  |           |  |  |  |           | 
|-------- |  | -------------- | --------- | -------------- | ------------------ |  | --------- |  |  |  | --------- | 
|Votes    |  | Mark J. Ratain |           | Seth B. Harris | Robert E. Flaherty
|         |  |                |           |                |                   
|For      |  |                | 2,787,359 |                |                    |  | 2,495,638 |  |  |  | 2,787,359 | 
|        
|        
|        
|        
|Withheld |  |                | 278,694   |                |                    |  | 570,685   |  |  |  | 278,694   | 

|        |  |                                                         
|------- |  | --------------------------------------------------------
|Item 5. |  | Other Information                                       
|       
|       
|       
|       
|        |  | None.                                                   
|       
|       
|       
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                        
|       
|       
|       
|       
|        |  | (a) Exhibits                                            
|       
|       
|       
|       
|        |  | See the Exhibit Index at page E  1 of this Form 10  Q.

13



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##### Table of Contents



| |  |                                                                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (b) Reports on Form 8-K                                                                                                                                    
|
|
|
|
| |  | No reports were filed on form 8-K during the
three months ended June 30, 2000 other than
the following:                                                    
|
|
|
|
| |  | Current Report on Form 8-K, dated May 1, 2000, reporting under
item 5 the announcement of an alliance between the Company and
Computer Sciences Corporation

14



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |  |  |         |  |  |                                                                                                                                    
|----- |  |  | ------- |  |  | -----------------------------------------------------------------------------------------------------------------------------------
|      |  |  |         |  |  | DATATRAK International, Inc.                                                                                                       
|      |  |  |         |  |  |                                                                                                                                    
|      |  |  |         |  |  | Registrant                                                                                                                         
|     
|Date: |  |  | 8/10/00 |  |  | /s/ Jeffrey A. Green                                                                                                               
|      |  |  |         |  |  |                                                                                                                                    
|      |  |  |         |  |  | Jeffrey A. Green,
President and Chief Executive Officer and a Director
(Principal Executive Officer)                               
|     
|Date: |  |  | 8/10/00 |  |  | /s/ Terry C. Black                                                                                                                 
|      |  |  |         |  |  |                                                                                                                                    
|      |  |  |         |  |  | Terry C. Black,
Vice President of Finance, Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Financial Officer)

15



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##### Table of Contents






Exhibit Index

|            |  |                                                                                                                         |  |     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  | Description                                                                                                             |  | Page
|            |  |                                                                                                                         |  |     
|4.1         |  | Specimen Certificate of the Companys Common Shares, without par value                                                  |  | (B) 
|           
|           
|           
|           
|4.2         |  | Second Amended and Restated Registration Agreement, dated July 15,1994,
as amended on June 1, 1995 and February 5, 1996 |  | (A) 
|           
|           
|           
|           
|10.1        |  | Amended and Restated 1994 Directors Share Option Plan*                                                                 |  | (C) 
|           
|           
|           
|           
|10.2        |  | Amended and Restated 1996 Outside Directors Stock Option Plan*                                                         |  | (C) 
|           
|           
|           
|           
|10.3        |  | Amendment No. 2 to the Amended and Restated 1996 Outside Directors Stock
Option Plan*                                  |  | (F) 
|           
|           
|           
|           
|10.4        |  | Amended and Restated 1992 Share Incentive Plan*                                                                         |  | (C) 
|           
|           
|           
|           
|10.5        |  | Amended and Restated 1996 Key Employees and Consultants
Stock Option Plan*                                             |  | (C) 
|           
|           
|           
|           
|10.6        |  | Amendment No. 2 to the Amended and Restated 1996 Key Employees
and Consultants Stock Option Plan*                      |  | (G) 
|           
|           
|           
|           
|10.7        |  | Form of Indemnification Agreement*                                                                                      |  | (A) 
|           
|           
|           
|           
|10.8        |  | Employment Agreement between the Company and Jeffrey A. Green, dated
July 1, 1994*                                      |  | (A) 
|           
|           
|           
|           
|10.9        |  | Employment Agreement between the Company and Terry C. Black,
dated July 20, 1994*                                       |  | (A) 
|           
|           
|           
|           
|10.10       |  | Separation Agreement between the Company and Terry C. Black,
dated December 22, 1998*                                   |  | (E) 
|           
|           
|           
|           
|10.11       |  | Employment Agreement between the Company and Marc J. Shlaes
dated July 2, 1998*                                         |  | (B) 
|           
|           
|           
|           
|10.12       |  | Employment Agreement between the Company and Wolfgang Summa,
dated January 13, 1998*                                    |  | (B) 
|           
|           
|           
|           
|10.13       |  | DATATRAK International, Inc. Retirement Savings Plan*                                                                   |  | (D) 
|           
|           
|           
|           
|10.14       |  | 1999 Outside Director Stock Option Plan*                                                                                |  | (G) 
|           
|           
|           
|           
|15.1        |  | Independent Accountants Review Report                                                                                 
|           
|           
|           
|           
|15.2        |  | Acknowledgement of Ernst & Young LLP                                                                                   
|           
|           
|           
|           
|27.1        |  | Financial Data Schedule                                                                                                



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|* |  | Management compensatory plan or arrangement.
|- |  | --------------------------------------------

E-1



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##### Table of Contents



Exhibit Index

|            |  |                                                                                                                                                              |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Exhibit No. |  | Description                                                                                                                                                  |  | Page
|            |  |                                                                                                                                                              |  |     
|(A)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Registration Statement on Form S-1 (Registration statement No.
333-2140).      
|           
|           
|           
|           
|(B)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Form 10-K for the year ended December 31, 1999
(Commission file No. 000-20699).
|           
|           
|           
|           
|(C)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Registration Statement on Form S-8 (Registration statement No.
333-16061).     
|           
|           
|           
|           
|(D)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Registration Statement on Form S-8 (Registration statement No.
333-26251).     
|           
|           
|           
|           
|(E)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Form 10-K for the year ended December 31, 1998
(Commission file No. 000-20699).
|           
|           
|           
|           
|(F)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Schedule 14A dated March 17, 1999
(Commission File No. 000-20699).             
|           
|           
|           
|           
|(G)         |  | Incorporated herein by reference to the appropriate exhibit to the
Companys Schedule 14A dated May 3, 2000
(Commission File No. 000-20699).                

E-2