Form of Amendment To Voting Trust Agreement

Exhibit 10.32


FIRST AMENDMENT TO

VOTING TRUST AGREEMENT


THIS FIRST AMENDMENT (this " Amendment" ) dated as of , To the voting trust agreement dated as of , (the " Original Agreement" ), between , as trustee (the " Trustee" ), and the undersigned beneficiary (the " Beneficiary" ).

Background

The Trustee and the Beneficiary entered into the Original Agreement pursuant to which the Beneficiary transferred to the Trustee legal ownership of certain shares of stock (the " Shares" ) in ctrials.com, Inc., a. Delaware corporation formerly known as " Pharmacentric Technologies, Inc." (the " Company" ) and granted to the Trustee the right to exercise all voting and consent rights with respect to the Shares. The transfer of record ownership of the Shares to the Trustee caused the Trustee to be substituted as a party to the investor rights agreement dated as of January 5, 2000, as amended (the " Investor Rights Agreement" ), among the Company and certain of its shareholders.


Pursuant to the Trustee' s authority under Section 6 of the Original Agreement, the Trustee approved an amendment to the Investor Rights Agreement (i) to permit the Trustee to transfer record ownership of the Shares to the Beneficiary without subjecting them to a right of first refusal, (ii) to restrict the applicability of preemptive rights only to those shareholders holding more than 10% of the fully diluted common equity of the Company, and (iii) to permit the Trustee to assign certain rights under the Investor Rights Agreement to the Beneficiary.

The Trustee and the Beneficiary desire to amend the Original Agreement to assign to the Beneficiary certain rights under the Investor Rights Agreement.


Agreement


In consideration of the premises and for other good and valuable consideration, and intending to be legally bound, the Trustee and the Beneficiary agree to amend the Original Agreement as follows:

1. Definitions. Except as defined in this Amendment, the capitalized terms used in this Amendment will have the meanings ascribed thereto in the Original Agreement. From and after the effective date of this Amendment under Section 3, the term " Agreement" means the Original Agr ...