Exhibit 10.49
 Amendment No. 1 to
Management Employment Agreement
  Background
    e.
    
    Notwithstanding any contrary provision contained in this Agreement,
upon the first occurrence of a Trigger Event (as hereafter defined), the
Employee shall be entitled to receive (i) severance equal to 150% of his then
current annual salary and applicable bonus (calculated assuming 100%
achievement and pro rated based on the number of days elapsed during the year
prior to the date on which the termination of employment occurred), payable in
one lump sum (ii) continuation of Benefits (as hereafter defined), subject to
applicable benefit plan provisions, for two years (or, if earlier, until such
time as Employee shall have obtained new employment with benefits substantially
comparable to the Benefits); and (iii) accelerated vesting of all stock
options, such that all stock options held by Employee immediately prior to the
date of Change of Control (as hereafter defined) shall become exercisable in
full as of the date of the Change of Control. In addition, upon the first
occurrence of a Trigger Event, any restrictions with respect to any restricted
stock or restricted stock units granted to the Employee under the Companys
equity incentive plans shall lapse and any conditions applicable to any
long-term performance award or performance shares granted to the Employee under
such plans shall be terminated.The term Benefits as utilized in this Section 11, shall mean standard
health, dental and vision benefits through COBRA continuation if elected (it
being understood and agreed that the Company shall remain responsible for
continuing to provide such benefits for the period specified herein
following COBRA continuation to the extent, if any, that the maximum
COBRA continuation period shall have expired), all of which are subject to
any applicable premium co-pay, and car allowance.




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The term Trigger Event as utilized in this Section 11 shall mean the
occurrence of a Change of Control (as hereafter defined) in connection with
or after which either (i) the Employee is terminated other than for Cause
within 12 months after the occurrence of the Change of Control; or (ii) the
Employee resigns his employment within six months after the Change of
Control because neither the Company nor the other party to the Change of
Control (the Buyer) offers the Employee a position with comparable
responsibilities, authority, location and compensation or either reduces the
responsibilities, authority or compensation for such position or changes its
location within such six-month period, it being understood and agreed that
(A) a position that requires the employee to manage the cardiac safety
business of the Company or the Buyer, whether conducted as a separate
company or a division of the Company or the Buyer, as President of such
company or division, and to have responsibilities in connection with the
integration of any acquisition that constitutes a Change of Control and for
corporate development thereafter shall be deemed a position with comparable
responsibilities and authority, and (B) a position that permits Employee to
be based within 50 miles of Arlington, Virginia but requires travel to
locations within the Northeastern United States to perform the duties of
such position shall be deemed a position with a comparable location.The term Change of Control, as utilized herein, shall mean a change in the
ownership or effective control of the Company or a change in the ownership
of a substantial portion of the Companys assets, in each case within the
meaning of Treasury Regulation §1.409A-3(i)(5). The foregoing generally
includes:
 (i)
    
    the acquisition of stock of the Company by any person
or persons acting as a group that results in such person or group
holding more than 50% of the stock of the Company by market value or
voting power;
 (ii)
    
    the acquisition of stock of the Company by any person
or persons acting as a group within any 12-month period representing at
least 30% of the voting power of the Companys stock;
 (iii)
    
    the election or appointment as director representing a
majority of the Companys Board of Directors of persons not endorsed by
a majority of the members of the Companys Board of Directors prior to
their respective election or appointment; or
 (iv)
    
    the acquisition of assets of the Company by any person
or persons acting as a group within any 12-month period representing at
least
40% of the total gross fair market value of all assets of the
Company immediately prior to such acquisition.
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Notwithstanding the foregoing, no such transaction or series of transactions
shall be deemed a Change of Control for purposes of this Agreement unless
it constitutes a change in the ownership or effective control of the
Company, or a change in the ownership or substantial portion of the assets
of the Company, within the meaning of Treasury Regulation §1.409A-3(i)(5).In order to implement the provisions of this Section 11.e., in connection
with any Change of Control, the Company shall, as a condition thereto: (i)
either (a) accelerate the vesting of all unvested stock options as of the
date of the Change of Control or (b) cause the Buyer to either assume all
stock options held by the Employee immediately prior to the Change of
Control or grant equivalent substitute options containing substantially the
same terms; (ii) cause the Buyer to assume all other equity awards granted
under the Companys Amended and Restated 2003 Equity Incentive Plan and held
by the Employee immediately prior to the Change of Control; and (iii) take
or cause the Buyer to take all such actions as is necessary with respect to
equity awards held by the Employee on the date of the Change of Control,
upon the first occurrence of any Trigger Event, to cause all unvested
options to become exercisable, to cause all restrictions on any restricted
stock or restricted stock units to lapse and to cause all conditions
applicable to any long-term performance awards or performance shares to be
terminated. The Company shall not otherwise take any action that would
cause any equity awards held by the Employee that are not then exercisable
or that are then subject to any restrictions or conditions to terminate
prior to the Change of Control or Trigger Event, as otherwise permitted by
the Companys Amended and Restated 2003 Equity Incentive Plan or as may be
permitted by the Buyers stock option plan, respectively.
   eResearchTechnology, Inc.By:
    
    /s/ Joel Morganroth, MD

Joel Morganroth, Chairman/s/ Michael McKelvey

Michael McKelvey
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