Form of Voting Trust Agreement

Exhibit 10.31


VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (the " Agreement" ) is made and entered into as of the day of , 200 , between (the " Shareholder" ), etrials.com, Inc. (formerly PharmaCentric Technologies, Inc.), a Delaware corporation (the " Company" ) and (the " Trustee" ). For all purposes of this Agreement, any holder of the capital stock of the Company who at any time executes a counterpart of this Agreement shall be deemed to be a Shareholder hereunder beginning on and after the date such holder executes this Agreement or a joinder agreement, in a form satisfactory to the Company.


Background Statement


The Shareholder is the owner and holder of the number shares of the Company (the " Shares" ) set forth opposite his/her respective name and signature below. The Company is entering, has entered, and/or will enter into other Voting Trust Agreements with certain other holders of its securities. The Company, the Shareholder and other shareholders desire to provide for orderly government of the Company.


Statement of Agreement


1. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained and the transactions contemplated hereby and thereby, the parties hereby covenant and agree as follows:


2. Transfer . The Shareholder hereby assigns to the Trustee the Shares, to be held by the Trustee under the terms and conditions of this Agreement. The Shareholder hereby authorizes and directs the Company to transfer the Shares to the Trustee on the books of the Company. The Company will issue to the Trustee, as trustee, a new certificate representing the Shares and the parties hereby agree to execute and deliver such documents as the Company may reasonably request to effectuate such transaction. The parties hereto acknowledge that the voting trust hereby created shall apply during its term to all securities of the Company (or any successor company) received by Shareholder (or any transferee of the Shares), whether by dividend, stock split, merger, share exchange, liquidation or otherwise. The parties further agree that any cash or other property (other than securities of the Company or Successor Company) received in any such exchange or otherwise for the Shares shall be distributed by the Trustee to the Shareholder.


3. Voting Trust Certificates . The Trustee will issue to Shareholder a Voting Trust Certificate evidencing their beneficial ownership of the Shares held by the Trustee.

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4. Transfer of Voting Trust Certificates . The Shareholder may not transfer his/her Voting Trust Certificates, their interest in ...