Collaborative Clinical Research

Draft 5/8/96


EMPLOYMENT AGREEMENT
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SECTION 1 - PARTIES. This employment agreement is between COLLABORATIVE CLINICAL RESEARCH, INC., an Ohio corporation (the "Corporation"), and Steven Linberg, Ph.D. ("Employee"). The Corporation is engaged in the business of conducting biopharmaceutical and medical device clinical research projects. The Corporation employs Employee on the terms set forth in this Agreement.


SECTION 2 - EMPLOYMENT AND DUTIES. During the term of this Agreement, Employee shall, under the general supervision of the Corporation's Chief Executive Officer or Chief Operating Officer, serve as Vice President For Clinical Program Development, and devote his skill and experience to serving the interests of the Corporation, to include overall responsibility for directing the Company's Clinical Program Development area and its growth and profitability and such other duties consistent with his position as may be determined by the Chief Executive Officer or Chief Operating Officer of the Corporation from time to time. The parties hereby acknowledge and agree that during the term of this Agreement Employee will devote his full time and efforts toward the success of the Corporation.


SECTION 3 - COMPENSATION AND BENEFITS.


3.1 BASE SALARY. During the term of this Agreement, which will
commence on December 1, 1995, the Corporation shall pay
Employee an annual base salary (base salary) of $110,000 to be
paid in equal monthly installments on the last business day of
each month. The Employee will be entitled to a monthly car
allowance of $350. Employee's base salary shall be reviewed at
least annually by the Compensation Committee of the
Corporation's Board of Directors, and Employee may receive
such base salary increases as may be determined by the
Compensation Committee, in its sole discretion.


3.2 BONUSES.


A. The Corporation will pay the Employee a non-discretionary
bonus of $28,500 on each of the following dates:
November 30, 1996
November 30. 1997
November 30, 1998
November 30, 1999
The total non-discretionary bonus will not exceed
$114,000. This payment may be in the form of cash,
stock or stock options to purchase common stock as
the parties agree upon at the time of each payment.
The Employee must be an employee of the Corporation
or one of its subsidiaries on the date of each
payment of the non-discretionary bonus to be eligible
to receive the non-discretionary bonus. Once Employee
ceases


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to be an employee of the Corporation or one of its
subsidiaries, the Corporation will have no obligation
to make future non-discretionary bonus payments.


B. The Employee will be entitled to receive a one time sign-on
bonus of $200,000 that will be earned throughout 1996 starting
with the signing of this agreement. This sign-on bonus will be
paid out in full on or before December 31, 1996. The Employee
will also earn a bonus in 1996 payable before February 15,
1997 equal to 2 times the 1996 net income (using generally
accepted accounting principles) earned on contracts brought to
the Corporation in 1996 as a result of the Employees efforts.
The contracts to be included for the calculation of this bonus
must result solely from the Employee's efforts. Any contracts
obtained by the Employee where the Corporation already has a
working relationship with the sponsor client will be excluded
from this bonus calculation.


C. The Corporation may also pay Employee additional
compensation in the form of a discretionary bonus. The
discretionary bonus structure is open-ended and the bonus
amount in any given year if any shall be determined from time
to time by the Compensation Committee of the Corporation's
Board of Directors. At the discretion of said Committee, any
discretionary bonus offered may be paid in cash, stock options
for the purchase of Common Shares of the Corporation, or a
combination of both.


3.3 BENEFITS. During the term of this Agreement, the Corporation
shall provide Employee with such benefits as are provided for
its other management executives and/or employees, subject to
all eligibility requirements, including health insurance under
the Corporation's regular group policy and participation in
any pension and profit-sharing plans which may be established.
Any of the foregoing benefits which are provided for all of
the Corporation's management executives and/or employees may
be modified or terminated at any time as to all of such
management executives and/or employees by the Corporation's
Board of Directors.


3.4 EXPENSES. During the term of this Agreement, Employee shall be
reimbursed for expenses reasonably incurred in connection with
the business of the Corporation, subject to approval of the
Chief Executive Officer or the Chief Operating Officer.


SECTION 4 - VACATION. Employee shall earn and be entitled to paid vacation during each fiscal year of the Corporation and such additional time, if any, as the Chief Executive Officer or Chief Operating Officer approves. The amount of paid vacation will be as outlined in the Company's Employee Handbook, but will not be less than 3 weeks per year. Vacations shall be scheduled, and Employee shall make his request for vacation periods, reasonably in advance. Vacation time accrued in any fiscal year but not taken in that year shall carry over as provided in the Collaborative Clinical Research Employee Handbook.


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SECTION 5 - TERMINATION.


5.1 DEATH. If Employee dies while employed by the Corporation, his
employment shall terminate and (i) his base salary shall
continue through the last day of the month following death,
(ii) he shall be entitled to a discretionary bonus, if any is
determined to be paid under Section 3.3 for such year, pro
rated to the last day of the month following death based upon
the actual bonus which would have been earned for the entire
year, and (iii) he shall be entitled to any accrued and unpaid
expense reimbursement and earned vacation benefits as of the
date of death. Any payments to be made hereunder by the
Corporation after Employee's death shall be payable to
Employee's appropriate successors.


5.2 DISABILITY. Employee shall be considered absent from
employment because of disability if, as a result of disease,
mental or emotional illness or physical injury (i) he becomes
unable, or (ii) he is deemed by the Board of Directors, in its
judgment reasonably and in good faith exercised, to have
become unable, during the term of this Agreement, to perform
his duties and responsibilities hereunder for a period of at
least one hundred twenty (120) consecutive days, or for an
aggregate of at least one hundred eighty (180) days, whether
or not consecutive, during any twelve (12) month period. In
the event of such disability, the Corporation shall have the
right, subject to the other obligations of the Corporation as
set forth herein and upon thirty (30) days advance written
notice, to terminate Employee's employment. In the event of
such termination, Employee shall be entitled to (a) his base
salary through the date of such termination, (b) a
discretionary bonus, if any is determined to be paid under
Section 3.3 for such year, pro rated to the date of such
termination based upon the actual bonus which would have been
earned for the entire year, and (c) any accrued and unpaid
expense reimbursement and earned vacation benefits as of the
date of termination.


5.3 TERMINATION FOR CAUSE. The Corporation may terminate
Employee's employment hereunder at any time during the term of
this Agreement in the event Employee is convicted of a felony
or if the Board determines, in its judgment reasonably and in
good faith exercised, that Employee was engaged in: (i) fraud;
(ii) a breach of the material provisions of this Agreement; or
(iii) a willful failure to perform his duties as required
under this Agreement; PROVIDED, HOWEVER, that in the case of
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