ERESEARCHTECHNOLOGY INC /DE/
EXHIBIT 10.45
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<TYPE>EX-10
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<FILENAME>ex10-45.txt
<DESCRIPTION>EXHIBIT 10.45
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                                                                   Exhibit 10.45

[eResearchTechnology, Inc. Letterhead]


                         MANAGEMENT EMPLOYMENT AGREEMENT
                         -------------------------------

The following agreement (hereinafter known as "Agreement") is hereby entered
into between Vincent Renz (hereinafter known as "Employee") and
eResearchTechnology, Inc. (together with its affiliated corporations hereinafter
known as the "Company") and having its principal offices at 30 S. 17th Street,
Philadelphia, PA 19103.


1.       DUTIES AND RESPONSIBILITIES
         ---------------------------

         Employee agrees to hold the position of Senior Vice President and Chief
         Technology Officer and shall be directly responsible to the Chief
         Executive Officer.

2.       BEST EFFORTS
         ------------

         Employee 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 CONDUCT
         ---------------

         Employee 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 AGREEMENT
         ---------------------

         This Agreement will be effective upon full execution and will continue
         year to year unless terminated.

5.       COMPENSATION
         ------------

         a.       Salary shall be $216,000/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 2004, the Employee's bonus target will be 50% 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 2004 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.






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6.       NON-DISCLOSURE
         --------------

         Employee 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.





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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
                  entitle 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.

         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.       INVENTIONS
         ----------

         Employee 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.





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         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 CONFLICT
         -------------------

         Employee 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.

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




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                  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 50% 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 six months.

         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 50% 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; (ii) continuation of Benefits (as hereafter
                  defined), subject to applicable benefit plan provisions, for
                  six months; and (iii) accelerated vesting of all stock
                  options, such that all stock options held by Employee
                  immediately prior to the date of the Change of Control (as
                  hereafter defined) shall become exercisable in full as of the
                  date of the Change of Control.

                  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.

                  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; (ii) the Employee
                  resigns his/her employment within 60 days 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 (iii) the Employee is employed by the Company
                  or the Buyer, or a division or subsidiary thereof, for one
                  year after the date of the Change in Control.





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                  The term "Change of Control", as utilized herein, shall mean:

                  (i)    A change of control of a nature that would be required
                         to be reported in the Company's proxy statement under
                         the Securities Exchange Act of 1934, as amended;

                  (ii)   The approval by the Board of Directors of a sale, not
                         in the ordinary course of business, of all or
                         substantially all of the Company's assets and business
                         to an unrelated third party and the consummation of
                         such transaction; or

                  (iii)  The approval by the Board of Directors of any merger,
                         consolidation, or like business combination or
                         reorganization of the Company, the consummation of
                         which would result in the occurrence of any event
                         described in clause (i) or (ii) above, and the
                         consummation of such transaction.

                  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, accelerate the vesting of all unvested
                  stock options as of the date of the Change of Control or 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, and the Company shall not otherwise take any
                  action that would cause any stock options held by the Employee
                  that are not then exercisable to terminate prior to the Change
                  of Control or Trigger Event, as otherwise permitted by the
                  Company's 2003 Stock Option Plan or as may be permitted by the
                  Buyer's stock option plan, respectively.

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.

         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.





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         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.


For Employee:                                        For the Company:


       Vincent W. Renz, Jr.                                   Bruce Johnson
----------------------------------                   ---------------------------

                                                     Name:    Bruce Johnson
                                                          ----------------------

Date:       August 20, 2004                          Date:    August 20, 2004
     -----------------------------                        ----------------------

















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