AMENDED AND RESTATED  MANAGEMENT EMPLOYMENT AGREEMENT
  1.
    
    DUTIES AND RESPONSIBILITIESEmployee agrees to hold the position of Vice President, interim Chief Financial Officer,
Secretary and Corporate Controller and shall report to the President and Chief Executive
Officer; provided, however, that at such time as the Company hires a permanent Chief
Financial Officer other than the Employee, Employees position shall revert to Vice
President and Corporate Controller and he shall report to the Chief Financial Officer.2.
    
    BEST EFFORTSEmployee agrees to devote his/her best efforts to his/her employment with the Company, on a
full-time (no less than 40 hours/week) basis. He/She further agrees not to use the
facilities, personnel or property of the Company for private business benefit.3.
    
    ETHICAL CONDUCTEmployee will conduct his or her self in a professional and ethical manner at all times and
will comply with all company policies as well as all State and Federal regulations and laws
as they may apply to the services, products, and business of the Company.4.
    
    TERM OF THE AGREEMENTThis Agreement will be effective upon full execution and will continue year to year unless
terminated.




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5.
    
    COMPENSATION
 a.
    
    Salary shall be $150,000/year payable in equal installments as per the
companys payroll policy. Salary shall be considered on an annual basis and adjusted
based on performance.
 b.
    
    Benefits shall be the standard benefits of the Company, as they shall exist
from time to time.
 c.
    
    This position qualifies for the Executive Bonus Plan of the Company. For 2008,
the Employees bonus target is 25% of his/her base salary if the Company meets its
Board approved objectives for the year, and may be increased or decreased based on
performance as per the 2008 bonus plan. The Employee will also be eligible to
participate in the Executive Bonus Plan each year thereafter for the life of the
Agreement at a level to be determined by the Compensation Committee of the Companys
Board of Directors.
 d.
    
    Employee will be entitled to a special bonus in an amount up to $25,000,
payable upon the earlier of (i) the Companys appointment of a permanent Chief
Financial Officer or (ii) the date on which the Companys Report on Form 10-Q for the
Fiscal Quarter Ended June 30, 2008 is filed with the Securities and Exchange Commission
(the SEC), and a second special bonus in an amount up to $25,000 payable on the date
on which the Companys Report on Form 10-Q for the Fiscal Quarter Ended September 30,
2008 is filed with SEC if the Company has not appointed a permanent Chief Financial
Officer by such date. The amount of any such special bonus payable to Employee will be
determined by the Companys President and Chief Executive Officer based on the extent
to which Employee, in the discretion of the Companys President and Chief Executive
Officer, achieves the following performance goals: (A) timely filing of all reports
required to be filed by the Company with the SEC; (B) timely completion of each
material item required to be completed in connection with closing the Companys books
for a fiscal quarter; and (C) successful progress toward the integration of financial
reporting and financial statement preparation for the Company and Covance Cardiac
Safety Services, Inc. Any bonus payable pursuant to this Section 5(d) will be paid in
a lump sum, subject to applicable withholding, within ten days after the bonus becomes
payable.
 e.
    
    Employee is being granted incentive options to purchase 5,000 shares of the
Companys Common Stock on the date hereof, with an exercise price equal to the closing
price of such Common Stock on the date hereof, with such options to vest in four equal
consecutive annual installments commencing on the first anniversary hereof, all in
accordance with the terms of the Companys Amended and Restated 2003 Equity Incenetive
Plan.
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6.
    
    NON-DISCLOSUREEmployee acknowledges that employment with the Company requires him/her to have
access to confidential information and material belonging to the Company, including customer
lists, contracts, proposals, operating procedures, trade secrets and business methods and
systems, which have been developed at great expense by the Company and which Employee
recognizes to be unique assets of the Companys business. Upon termination of employment
for any reason, Employee agrees to return to the Company any such confidential information
and material in his possession with no copies thereof retained. Employee further agrees,
whether during employment with the Company or any time after the termination thereof
(regardless of the reason for such termination), he/she will not disclose nor use in any
manner, any confidential or proprietary material relating to the business, operations, or
prospects of the Company except as authorized in writing by the Company or required during
the performance of his/her duties.
 7.
    
    BUSINESS INTERFERENCE; NONCOMPETITION
 a.
    
    During employment with the Company and for a period of one year (the
Restrictive Period) thereafter (regardless of the reason for termination) Employee
agrees he/she will not, directly or indirectly, in any way for his/her own account, as
employee, stockholder, partner, or otherwise, or for the account of any other person,
corporation, or entity: (i) request or cause any of the Companys suppliers, customers
or vendors to cancel or terminate any existing or continuing business relationship with
the Company; (ii) solicit, entice, persuade, induce, request or otherwise cause any
employee, officer or agent of the Company to refrain from rendering services to the
Company or to terminate his/her relationship, contractual or otherwise, with the
Company; or (iii) induce or attempt to influence any customer or vendor to cease or
refrain from doing business or to decline to do business with the Company or any of its
affiliated distributors or vendors.
 b.
    
    The Employee agrees that, during the Restrictive Period, the Employee will not,
directly or indirectly, accept employment with, provide services to or consult with, or
establish or acquire any interest in, any business, firm, person, partnership,
corporation or other entity which engages in any business or activity that is the same
as or competitive with the business conducted by the Company in any state of the United
States of America and in any foreign country in which any customer to whom the Company
is providing services or technology is located.
 8.
    
    FORFEITURE FOR BREACH; INJUNCTIVE RELIEF
 a.
    
    Any breach of the covenants made in Sections 6 and 7 hereof shall result in the
forfeiture of the Employees right to any and all payments which may be required to be
made under this Agreement following such breach and shall relieve the Company of any
obligation to make such payments.
 b.
    
    The Employee acknowledges that his/her compliance with the covenants in
Sections 6 and 7 hereof is necessary to protect the good will and other proprietary
interests of the Company and that, in the event of any violation by the Employee of the
provisions of Section 6 or 7 hereof, the Company will sustain serious, irreparable and
substantial harm to its business, the extent of which will be difficult to determine
and impossible to remedy by an action at law for money damages. Accordingly, the
Employee agrees that, in the event of such violation or threatened violation by the
Employee, the Company shall be entitled to an injunction before trial from any court of
competent jurisdiction as a matter of course and upon the posting of not more than a
nominal bond in addition to all such other legal and equitable remedies as may be
available to the Company.
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c.
    
    The rights and remedies of the Company as provided in this Section 8 shall be
cumulative and concurrent and may be pursued separately, successively or together
against Employee, at the sole discretion of the Company, and may be exercised as often
as occasion therefor shall arise. The failure to exercise any right or remedy shall in
no event be construed as a waiver or release thereof.
 d.
    
    The Employee agrees to reimburse the Company for any expenses incurred by it in
enforcing the provisions of Sections 6 and 7 hereof if the Company prevails in that
enforcement.
 9.
    
    INVENTIONSEmployee agrees to promptly disclose to the Company each discovery, improvement, or
invention conceived, made, or reduced to practice (whether during working hours or
otherwise) during the term of employment. Employee agrees to grant to the Company the
entire interest in all of such discoveries, improvements, and inventions and to sign all
patent/copyright applications or other documents needed to implement the provisions of this
paragraph without additional consideration. Employee further agrees that all works of
authorship subject to statutory copyright protection developed jointly or solely, while
employed, shall be considered a work made for hire and any copyright thereon shall belong to
the Company. Any invention, discovery or improvement conceived, made or disclosed during the
one year period following the termination of employment with the Company shall be deemed to
have been made, conceived or discovered during employment with the Company.Employee acknowledges any discoveries, improvements and other inventions made prior to the
date of initial employment with the Company or the date hereof, which have not been filed in
the United States Patent Office, are attached on Exhibit A, which shall be executed by both
the Employee and the Company.10.
    
    NO CURRENT CONFLICTEmployee hereby assures the Company that he/she is not currently restricted by any existing
employment or non-compete agreement that would conflict with the terms of this Agreement.
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11.
    
    TERM; TERMINATION AND TERMINATION BENEFITS
 a.
    
    Employment is at will which means that either the Company or Employee may
terminate at any time, with or without cause or good reason, upon written notice given
at least 30 days prior to termination.
 b.
    
    This Agreement shall terminate upon the death of the Employee. In addition,
if, as a result of a mental or physical condition which, in the reasonable opinion of a
medical doctor selected by the Companys Board of Directors, can be expected to be
permanent or to be of an indefinite duration and which renders the Employee unable to
carry out the job responsibilities held by, or the tasks assigned to, the Employee
immediately prior to the time the disabling condition was incurred, or which entitles
the Employee to receive disability payments under any long-term disability insurance
policy which covers the Employee for which the premiums are reimbursed by the Company
(a Disability), the Employee shall have been absent from his/her duties hereunder on
a full-time basis for 120 consecutive days, or 180 days during any twelve month period,
and within thirty (30) days after written notice (which may occur before or after the
end of such 120 or 180 day period) by the Company to Employee of the Companys intent
to terminate the Employees employment by reason of such Disability, the Employee shall
not have returned to the performance of his/her duties hereunder, the Employees
employment hereunder shall, without further notice, terminate at the end of said
thirty-day notice.
 c.
    
    The Company may also terminate the Employees employment under this Agreement
for Cause. For purposes of this Agreement the Company shall have Cause to terminate
the Employees employment if the Employee, in the reasonable judgment of the Company,
(i) fails to perform any reasonable directive of the Company that may be given from
time to time for the conduct of the Companys business; (ii) materially breaches any of
his/her commitments, duties or obligations under this Agreement; (iii) embezzles or
converts to his/her own use any funds of the Company or any business opportunity of the
Company; (iv) destroys or converts to his/her own use any property of the Company,
without the Companys consent; (v) is convicted of, or indicted for, or enters a guilty
plea or plea of no contest with respect to, a felony; (vi) is adjudicated an
incompetent or (vii) violates any federal, state, local or other law applicable to the
business of the Company or engages in any conduct which, in the reasonable judgment of
the Company, is injurious to the business or interests of the Company. The Company must
give the Employee written notice of the Employees breach under sections 11.c.(i.),
11.c.(ii) and 11.c.(vii) and an opportunity to cure within fifteen (15) days of such
written notice. If the Employee fails to cure, the Company may terminate the Employee
for Cause and shall give notice of termination to the Employee as required under
Section 11.a.
 d.
    
    Upon any termination of this Agreement, the Company shall have no further
obligation to Employee other than for annual salary and bonus earned through the
date of termination, and no severance pay or other benefits of any kind shall be
payable; provided, however, that in the event the Company terminates this Agreement
other than for Cause or as a result of the death or Disability of the Employee, the
Company shall provide to the Employee (i) severance equal to 25% of his/her
then-current annual salary and applicable prorated bonus, based on 100% performance,
payable in one lump sum in accordance with the Companys policy and (ii)
continuation of Benefits (as hereafter defined), subject to applicable benefit plan
provisions, for three months.
 e.
    
    The term Benefits as utilized in this Section 11, shall mean standard health,
dental, disability, life and accident insurance benefits, all of which are subject to
any applicable premium co-pay, and car allowance.
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12.
    
    MISCELLANEOUS
 a.
    
    This Agreement and any disputes arising herefrom shall be governed by
Pennsylvania law.
 b.
    
    In the event that any provision of this Agreement is held to be invalid or
unenforceable for any reason, including without limitation the geographic or business
scope or duration thereof, this Agreement shall be construed as if such provision had
been more narrowly drawn so as not to be invalid or unenforceable.
 c.
    
    This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter, including without
limiting the generality of the foregoing the Agreement dated May 23, 2005 between
Employee and the Company, which is being amended and restated hereby.
 d.
    
    The failure of either party at any time or times to require performance of any
provision hereof shall in no way affect the right at a later time to enforce the same.
No waiver by either party of any condition or of the breach by the other of any term or
covenant contained in this Agreement shall be effective unless in writing and signed by
the aggrieved party. A waiver by a party hereto in any one or more instances shall not
be deemed or construed as a further or continuing waiver of any such condition or
breach or a waiver of any other condition, or of the breach of any other term or
covenant set forth in this Agreement.
 e.
    
    Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered in person, sent by
certified mail, postage prepaid, or delivered by a nationally recognized overnight
delivery service addressed, if to the Company at 30 S. 17th Street, 8th Floor,
Philadelphia, PA 19103 Attn: President and if to the Employee, at the address of
his/her personal residence as maintained in the Companys records.
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For Employee:
    
    
    
    For the Company:/s/ Steven M. Eisenstein
    
    
    
    By:
    
    /s/ Michael J. McKelveySteven M. Eisenstein
    
    
    
    
    
    Michael J. McKelvey, 
     President and Chief Executive Officer
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