PAREXEL INTERNATIONAL CORP, DEF 14A, 1997-10-10

PAREXEL INTERNATIONAL CORP
DEF 14A, 1997-10-10
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

- --------------------------------------------------------------------------------

Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to RULE 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

PAREXEL International Corporation
(Name of Registrant as Specified In Its Charter)

[ ]
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2

[PAREXEL LOGO]
------------------------------------------------------------------
195 West Street, Waltham, Massachusetts 02154
Telephone: 617-487-9900
Fax: 617-487-0525
October 8, 1997
Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
PAREXEL International Corporation (the "Company") to be held at 3:00 p.m.,
Boston time, on Thursday, November 13, 1997, at the Harvard Club located at One
Federal Street, Boston, Massachusetts 02100.

At this meeting, you will be asked to:

(i) elect two Class II directors for three-year terms;

(ii) amend the Company's 1995 Stock Plan (the "1995 Plan"):

(a) in connection with the termination of the 1995 Non-Employee
Director Stock Option Plan (the "Director Plan") and the resulting
elimination of the annual automatic grant to each non-employee director
of an option to purchase 20,000 shares of Common Stock of the Company:

(i) to transfer all remaining shares available for grant under
the Director Plan to the 1995 Plan, WITHOUT INCREASING THE AGGREGATE
NUMBER OF SHARES AVAILABLE FOR GRANT UNDER ALL OF THE COMPANY'S STOCK
OPTION PLANS, and

(ii) to provide for an annual formula grant to non-employee
directors of an option to purchase up to 15,000 shares of Common
Stock of the Company under the 1995 Plan, such grant being dependent
upon the attendance by such non-employee director at meetings of the
Board of Directors and committees thereof; and

(b) to provide for the limited transferability of stock options
granted under the 1995 Plan, and

(iii) ratify the selection of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending June 30, 1998.

The Board of Directors unanimously recommends that you vote FOR each of
these proposals.

Details regarding each of the matters to be acted upon at this meeting
appear in the accompanying Proxy Statement. Please give this material your
careful attention.

Whether or not you plan to attend the meeting, please complete, sign and
date the accompanying proxy card and return it in the enclosed postage prepaid
envelope. It is important that your shares be voted whether or not you attend
the meeting in person. If you attend the meeting, you may vote in person even if
you have previously returned your proxy card. Your prompt cooperation will be
greatly appreciated.

Very truly yours,

/s/ Josef H. von Rickenbach
---------------------------
Josef H. von Rickenbach
President, Chief Executive Officer
and Chairman
<PAGE> 3

[PAREXEL LOGO]
------------------------------------------------------------------
195 West Street, Waltham, Massachusetts 02154
Telephone: 617-487-9900
Fax: 617-487-0525

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 13, 1997

To the Stockholders of PAREXEL International Corporation:

Notice is hereby given that the annual meeting of stockholders of PAREXEL
International Corporation, a Massachusetts corporation (the "Company"), will be
held at 3:00 p.m., Boston time, on Thursday, November 13, 1997, at the Harvard
Club located at One Federal Street, Boston, Massachusetts 02110, to consider and
vote upon the following proposals:

1. To elect two Class II directors to the Company's Board of
Directors, each to serve for a term of three years and until his successor
is elected and qualified or until his earlier resignation or removal.

2. To approve amendments to the Company's 1995 Stock Plan (the "1995
Plan"):

(b) to provide for the limited transferability of stock options
granted under the 1995 Plan.

3. To ratify the selection of Price Waterhouse LLP, independent public
accountants, as auditors for the fiscal year ending June 30, 1998.

4. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
<PAGE> 4

Only stockholders of record at the close of business on September 19, 1997
are entitled to notice of and to vote at the meeting. All stockholders are
cordially invited to attend the meeting in person. TO ENSURE YOUR REPRESENTATION
AT THE MEETING, HOWEVER, YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. You may
revoke your proxy in the manner described in the accompanying Proxy Statement at
any time before it has been voted at the annual meeting. Any Stockholder
attending the annual meeting may vote in person even if he or she has returned a
proxy.

By Order of the Board of Directors,

/s/ William T. Sobo, Jr.
----------------------------------
William T. Sobo, Jr.
Senior Vice President, Chief
Financial Officer,
Treasurer and Clerk

Waltham, Massachusetts
October 8, 1997
<PAGE> 5

[PAREXEL LOGO]
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PROXY STATEMENT

------------------------

October 8, 1997

This Proxy Statement is being furnished to holders of common stock, par
value $.01 per share ("Common Stock"), of PAREXEL International Corporation, a
Massachusetts corporation ("PAREXEL" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board")
for use at the annual meeting of the Company's stockholders to be held at 3:00
p.m., Boston time, on Thursday, November 13, 1997, and at any adjournments or
postponements thereof (the "Meeting"), at the Harvard Club located at One
Federal Street, Boston, Massachusetts 02110. The Company's 1997 Annual Report,
containing financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the fiscal year ended June 30,
1997, is being mailed contemporaneously with this Proxy Statement to all
stockholders entitled to vote at the Meeting. This Proxy Statement and the form
of proxy were first mailed to stockholders on or about October 8, 1997.

The purpose of the Meeting is:

2. To approve amendments to the Company's 1995 Stock Plan (the "1995
Plan"):

(b) to provide for the limited transferability of stock options
granted under the 1995 Plan.

3. To ratify the selection of Price Waterhouse LLP, independent public
accountants, as auditors for the fiscal year ending June 30, 1998.
<PAGE> 6

The Board has fixed the close of business on September 19, 1997 as the
record date (the "Record Date") for the determination of the Company's
stockholders entitled to notice of, and to vote at, the Meeting. Accordingly,
only holders of record of Common Stock as of the close of business on the Record
Date will be entitled to notice of, and to vote at, the Meeting or an
adjournment thereof. As of the Record Date, 20,099,320 shares of the Company's
Common stock were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the Meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the Meeting and vote in person.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (1) filing
with the Clerk of the Company, before the taking of the vote at the Meeting, a
written notice of revocation bearing a later date than the proxy, (2) duly
executing a later dated proxy relating to the same shares and delivering it to
the Clerk of the Company before the taking of the vote at the Meeting or (3)
attending the Meeting and voting in person (although attendance at the Meeting
will not in and of itself constitute a revocation of a proxy). Any written
notice of revocation or subsequent proxy should be sent so as to be delivered to
PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts
02154, Attention: Clerk, at or before the taking of the vote at the Meeting.

The persons named as attorneys in the proxy are officers of the Company.
All properly executed proxies returned in time to be counted at the Meeting will
be voted and, with respect to the election of the Board, will be voted as stated
below under "Election of Director." Any stockholder submitting a proxy has the
right to withhold authority to vote for the nominee to the Board by so marking
the box provided on the proxy.

In addition to the election of two Class II directors to three year terms,
the stockholders will consider and vote upon proposals to amend the Company's
1995 Stock Plan and to ratify the selection of auditors, all as further
described in this Proxy Statement. All proxies will be voted in accordance with
the instructions contained therein, and if no choice is specified, the proxies
will be voted in favor of the matters set forth in the accompanying Notice of
Meeting.

The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business at the Meeting. Votes
withheld from the nominee, abstentions and broker non-votes are counted as
present or represented for purposes of determining the presence or absence of a
quorum. A "non-vote" occurs when a broker holding shares for a beneficial owner
votes on one proposal, but does not vote on another proposal because the broker
does not have discretionary voting power and has not received instructions from
the beneficial owner. Directors are elected by a plurality of the votes cast by
stockholders entitled to vote at the Meeting. All other matters being submitted
to stockholders require the affirmative vote of a majority of shares
present in person or represented by proxy at the Meeting. An automated system
administered by the Company's transfer agent tabulates the votes. The vote on
each matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present or represented and voting on each
matter and, therefore, with respect to votes on specific proposals, will have
the effect of negative votes. Broker "non-votes" are not so included.

2
<PAGE> 7

Where a choice has been specified on the proxy with respect to the
foregoing matters, the shares represented by the proxy will be voted in
accordance with the specification. The shares will be voted FOR the matter in
question if no specification is made.

The Board knows of no other matter to be presented at the Meeting. If any
other matters are properly presented for consideration at the Meeting (or any
adjournment or postponements thereof), the persons named in the enclosed form of
proxy and voting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.

3
<PAGE> 8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 19, 1997 (unless
otherwise indicated) (i) by each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) by
each current director or director nominee of the Company, (iii) by each
executive officer of the Company named in the Summary Compensation Table and
(iv) by all current directors, director nominees and executive officers of the
Company as a group. Unless otherwise indicated below, to the knowledge of the
Company, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock, except to the extent authority is
shared by spouses under applicable law.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(1)
- --------------------------------------------------------- ------------------- ---------------------
<S> <C> <C>
Putnam Investments, Inc. and affiliates(2)............... 2,596,844 12.9%
One Post Office Square
Boston, MA 02109
Pilgrim Baxter & Associates(3)........................... 2,009,701 10.0
1255 Drummers Lane, Suite 300
Wayne, PA 19087
Josef H. von Rickenbach(4)............................... 713,699 3.6
Werner M. Herrmann(5).................................... 118,186 *
A. Dana Callow(6)........................................ 94,248 *
James A. Saalfield(7).................................... 40,298 *
Patrick J. Fortune(8).................................... 6,666 *
Serge Okun............................................... 0 *
Peter Barton Hutt(9)..................................... 6,666 *
William T. Sobo, Jr.(10)................................. 49,538 *
R. Adrian Otte(11)....................................... 24,159 *
Taylor J. Crouch(12)..................................... 24,500 *
Barry R. Philpott(13).................................... 16,550 *
All executive officers, directors and director nominees
as a group (13 persons)(14)............................ 1,105,465 5.4
</TABLE>

- ---------------

* Less than 1% of the outstanding Common Stock.

(1) The number of shares of Common Stock deemed outstanding includes:
(i) 20,099,320 shares of Common Stock outstanding as of September 19, 1997;
and (ii) shares issuable pursuant to options held by the respective person
or group which may be exercised within 60 days after September 19, 1997
("presently exercisable" stock options), as set forth below. All share
amounts have been adjusted to reflect a 2-for-1 stock split of the
Company's Common Stock on February 7, 1997.

4
<PAGE> 9

(2) Ownership is stated as of June 30, 1997, as reflected in a Schedule 13F
filed by Putnam Investments, Inc. ("Putnam") with the Securities and
Exchange Commission. Shares beneficially owned by Putnam consist of
securities beneficially owned by subsidiaries of Putnam which are
registered investment advisors, which in turn include securities
beneficially owned by clients of such investment advisors, which clients
may include investment companies registered under the Investment Company
Act and/or employee benefits plans, pension funds, endowment funds or other
institutional clients. The subsidiaries, Putnam Investment Management,
Inc., the investment adviser to the Putnam family of mutual funds, and the
Putnam Advisory Company, Inc., the investment advisor to Putnam's
institutional clients, have dispositary power over the shares as investment
managers, but each of the mutual funds trustees have voting power over the
shares held by each fund. The Putnam Advisory Company, Inc. has shared
voting power over the shares held by the institutional clients. Putnam
disclaims beneficial ownership of such shares.

(3) Ownership is stated as of June 30, 1997, as reflected in a Schedule 13F
filed by Pilgrim Baxter & Associates ("Pilgrim") with the Securities and
Exchange Commission. Pilgrim is a registered investment adviser. Pilgrim
has shared power to vote or direct the vote of such shares and has sole
power to dispose or direct the disposition of such shares.

(4) Includes 594,058 shares of Common Stock owned by The Josef H. von
Rickenbach GRAT dated November 17, 1995. Includes 72,000 shares of Common
Stock issuable pursuant to presently exercisable stock options.

(5) Includes 1,200 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(6) Includes 81,666 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(7) Includes 26,666 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(8) Consists of 6,666 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(9) Consists of 6,666 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(10) Includes 46,000 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(11) Includes 21,000 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(12) Includes 19,000 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(13) Includes 16,500 shares of Common Stock issuable pursuant to presently
exercisable stock options.

(14) Includes 309,864 shares of Common Stock issuable pursuant to presently
exercisable stock options.

5
<PAGE> 10

ELECTION OF DIRECTORS

In accordance with the Company's Restated Articles of Organization, the
Company's Board is divided into three classes: the Class I, Class II and Class
III directors. Each director is elected for a three-year term of office, with
one class of directors being elected at each annual meeting of stockholders. The
Class II directors' terms will expire at this Meeting. Each director holds
office until his successor is elected and qualified or until his earlier death,
resignation or removal. Prior to the Meeting, James A. Saalfield and Peter
Barton Hutt were the Class II directors. Mr. Hutt has informed the Board of his
decision not to stand for reelection at the end of his term. The nominees for
Class II directors are James A. Saalfield and Serge Okun.

The information below sets forth for each member of the Board, including
the Class II nominees to be elected at the Meeting, such person's age, principal
occupations during the past five years and certain other information:

Class II Director and Class II Director Nominee: To be elected at the 1997
Annual Meeting of Stockholders

JAMES A. SAALFIELD, 50, was initially elected a director of the Company in
January 1993 and is a member of the Audit Committee and the Stock Option
Committee of the Board. Mr. Saalfield is a retired general partner of Fleet
Venture Partners I, II, III and IV and managing general partner of Dean's Hill
L.P. and The Still River Fund and President of The Still River Management
Company. Mr. Saalfield served as the senior vice president of Fleet Venture
Resources, Inc. and senior vice president of Fleet Growth Resources, Inc. from
1985 to 1993. Mr. Saalfield is a director of a number of companies, including
KVH Industries, Physiometrix Inc. and a number of private companies.

SERGE OKUN, 51, is a nominee for a position as a Class II director of the
Company. Mr. Okun is President and Chief Executive Officer of PST International
and President of BMTS. Prior to his positions at PST International, Mr. Okun
held several senior management positions including Corporate Executive Vice
President and Corporate Senior Vice President at Dun & Bradstreet in addition to
various senior management positions at IMS International and A.C. Nielson
Company, two companies constituting Dun & Bradstreet's Marketing Information
Services Division. At IMS International, Mr. Okun held several positions
including President, Chief Executive Officer, Senior Vice President, President
IMS America, President IMS France and General Manager IMS Canada. At A.C.
Nielson Company, Mr. Okun was President and Chief Executive Officer. Mr. Okun is
a director of ADIDAS AG and several privately held companies including
MediMedia, BMTS and Fin'Objects.

All shares of Common Stock that are entitled to vote and are represented at
the Meeting by properly executed proxies received prior to or at the Meeting and
not duly and timely revoked, will be voted at such Meeting in accordance with
the instructions indicated in such proxies. Shares represented by all proxies
received by the Board and not marked so as to withhold authority to vote for the
nominees to the Board will be voted (unless a nominee is unable or unwilling to
serve) FOR the election of the nominees named above. The election of the
directors will be determined by a plurality of the votes cast at the Meeting.
The Board knows of no reason why the nominees would be unable or unwilling to
serve, but if such should be the case, proxies may be voted for the election of
other persons.

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<PAGE> 11

Class III Directors: Term expires at 1998 Annual Meeting of Stockholders

JOSEF H. VON RICKENBACH, 42, co-founded PAREXEL in 1983 and has served as a
director since then. Prior to his involvement with PAREXEL, he was European Area
Manager with ERCO (now ENSECO), Inc., a diversified testing and technical
consulting company. Mr. von Rickenbach has worked for Schering-Plough, Inc. and
3M (East), a division of Minnesota Mining and Manufacturing, Inc. Mr. von
Rickenbach received an M.B.A. from the Harvard University Graduate School of
Business Administration and has an undergraduate degree from the Lucerne College
of Economics and Administration.

A. DANA CALLOW, JR., 45, was elected a director of the Company in June 1986
and is a member of the Audit Committee, Compensation Committee and Stock Option
Committee of the Board. Mr. Callow is the Managing General Partner of the
general partner of Boston Millennia Partners Limited Partnership, a venture
capital firm. He is also a general partner of Boston Capital Ventures
International Limited Partnership, Boston Capital Ventures Limited Partnership,
Boston Capital Ventures II Limited Partnership and Boston Capital Ventures III,
Limited Partnership, each a venture capital firm. Mr. Callow is a director of a
number of companies, including ILEX Oncology, Inc., Tektagen, Inc., Health
Advance Institute, Inc., and Child Health Systems, Inc.

Class I Directors: Term expires at the 1999 Annual Meeting of Stockholders

PATRICK J. FORTUNE, Ph.D., 50, was elected a director of the Company in
June 1996 and is a member of the Compensation Committee of the Board. Mr.
Fortune is Vice President, Information Technology and Chief Information Officer
of Monsanto Company. From 1994 to October 1995, Mr. Fortune was President and
Chief Operating Officer, Chief Information Officer and a member of the Board of
Directors of Coram Healthcare Corporation. From 1991 to 1994, Mr. Fortune was
Corporate Vice President, Information Management at Bristol-Myers Squibb. Prior
to that, Mr. Fortune was Senior Vice President and General Manager of Packaging
Corporation of America, a subsidiary of Tenneco and held several management
positions with Baxter International, Inc., including Corporate Vice President,
Vice President, Research and Development and Vice President, Information
Services.

PROF. DR. MED. WERNER M. HERRMANN, 56, is a Senior Vice President of
PAREXEL and was elected a director of the Company in April 1991. Dr. Herrmann
founded a Berlin-based provider of clinical and biostatistical and clinical data
management services in 1982, which was acquired by PAREXEL and renamed PAREXEL
GmbH Independent Pharmaceutical Research Organization. Prior to 1982, Dr.
Herrmann was head of the Psychiatry and Neurology Branch, Department of
Experimental and Clinical Pharmacology, Institute for Drugs, Federal Health
Office, Berlin, Germany, from 1979 to 1982. Dr. Herrmann is a Full Professor at
the Department of Psychiatry, Free University of Berlin.

DIRECTORS' COMPENSATION

Non-employee members of the Board receive $1,500 per day of in-person Board
meetings (with no more than one $1,500 payment being made for any one day and no
more than $7,500 per year for each director). Non-employee directors are also
reimbursed for their reasonable out-of-pocket expenses incurred in attending
meetings. There are no family relationships among any of the executive officers
or directors of the Company.

7
<PAGE> 12

The Company's 1995 Non-Employee Director Stock Option Plan (the "Director
Plan") currently provides for the grant of options to purchase a maximum of
540,000 shares of Common Stock of the Company to non-employee directors of the
Company. The Director Plan provides for an automatic grant of an option for
20,000 shares on the first business day of July of each year to each
non-employee director who has continuously served for the lesser of (i) the
previous full year or (ii) since the last annual meeting of stockholders at
which directors were elected. The exercise price per share for all options
granted under the Director Plan is equal to the market price of the Common Stock
as of the date of grant. The options granted annually become exercisable in
three equal annual installments beginning on the first anniversary of the date
of grant, subject to specified meeting attendance requirements. Options to
purchase an aggregate of 253,000 shares of Common Stock have been granted to
date under the Director Plan.

On July 8, 1997, in order to take advantage of recent changes to Section
16(b) of the Securities Exchange Act of 1934, as amended, and to allow the Board
greater flexibility in administering the Company's various stock option plans,
the Board voted to: (i) suspend any further grants to non-employee directors
under the Director Plan and terminate the Director Plan effective upon approval
of the proposed amendments to the 1995 Stock Plan (the "1995 Plan") as set forth
in this Proxy Statement under the heading "PROPOSAL TO APPROVE AMENDMENTS TO THE
1995 STOCK PLAN," (ii) provide for an annual formula grant of a lesser amount of
options to non-employee directors of the Company under the 1995 Plan, and (iii)
transfer all remaining shares available for grant under the Director Plan to the
1995 Plan, without increasing the aggregate number of shares available for grant
under the Company's stock option plans.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board met six times and took action by unanimous written consent six
times during the fiscal year ended June 30, 1997. The Board has a standing Audit
Committee, Stock Option Committee and Compensation Committee. The Audit
Committee, which oversees the accounting and financial functions of the Company,
met once during the fiscal year ended June 30, 1997. Messrs. Callow and
Saalfield are the current members of the Audit Committee. The Stock Option
Committee of the Company, which reviews and approves option grants and
administers the Company's stock option plans, took action by unanimous written
consent ten times during the fiscal year ended June 30, 1997. Messrs. Callow and
Saalfield are the current members of the Stock Option Committee. James L.
Currie, a former non-employee director of the Company, was a member of the Stock
Option Committee during the fiscal year ended June 30, 1996, but resigned on
July 1, 1996. The Compensation Committee of the Company, which reviews and makes
recommendations concerning executive compensation, met and took action by
unanimous written consent four times during the fiscal year ended June 30, 1997.
Messrs. Callow and Fortune are the current members of the Compensation
Committee. Mr. von Rickenbach and James L. Currie, a former non-employee
director of the Company, were members of the Compensation Committee during the
fiscal year ended June 30, 1996, but each resigned on July 1, 1996.

During the fiscal year ended June 30, 1997, all of the Company's directors
attended at least seventy-five percent of the total number of meetings of the
Board and at least seventy-five percent of the total number of meetings of all
committees of the Board on which they served.

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<PAGE> 13

EXECUTIVE OFFICERS

Executive officers serve at the discretion of the Board on an annual basis
and serve until their successors have been duly elected and qualified or until
their earlier resignation or removal. The current executive officers of the
Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ------------------------------------- --- ----------------------------------------
<S> <C> <C>
Josef H. von Rickenbach.............. 42 President, Chief Executive Officer and
Chairman of the Board
William T. Sobo, Jr.................. 40 Senior Vice President, Chief Financial
Officer, Treasurer and Clerk
James M. Karis....................... 49 President, Worldwide Research Operations
and Chief Operating Officer
Barry R. Philpott.................... 48 President, European Operations and Chief
Administrative Officer
R. Adrian Otte, M.D.................. 41 Senior Vice President
Paule Dapres, M.D.................... 52 Senior Vice President
Taylor J. Crouch..................... 37 Senior Vice President
Prof. Dr. med. Werner M. Herrmann.... 56 Senior Vice President and Director
</TABLE>

WILLIAM T. SOBO, JR. is responsible for all financial activities of the
Company as well as corporate development and administrative activities in North
America. Prior to joining PAREXEL in 1987, Mr. Sobo was a supervisor at Coopers
& Lybrand in the emerging business/middle market group and also served as the
controller for a regional financial consulting firm. Mr. Sobo is a Certified
Public Accountant and received an M.B.A. from Boston University and a B.S. from
the Wharton School at the University of Pennsylvania.

JAMES M. KARIS is responsible for the general management of the Company's
worldwide research operations. Prior to joining PAREXEL in December 1996, Mr.
Karis served in several senior management positions, most recently as Chief
Operating Officer of Pharmaco International Inc. Prior to that, Mr. Karis served
as President of KMR Group, Inc. Mr. Karis holds an M.A. in Economics from The
American University and a B.S. in industrial management and economics from
Purdue University.

BARRY R. PHILPOTT is responsible for the general management of PAREXEL's
European operations and for worldwide administrative activities. Prior to
joining PAREXEL in 1993, Mr. Philpott served in several senior management
positions with EG&G Inc., a diversified technology company based in
Massachusetts, most recently as General Manager of its Worldwide Optical &
Analytical Division. Previous to this position he was the President and Managing
Director of EG&G Applied Research Corp.

R. ADRIAN OTTE, M.D. is responsible for the Company's North American
clinical operations. Prior to joining PAREXEL's operations in Germany as Vice
President, Clinical Research Europe and General Manager of PAREXEL's Central
European region, Dr. Otte served in several senior management positions, most
recently as Head of Clinical Research, at Duphar BV Holland. Dr. Otte received
his medical degree at the Welsh National School of Medicine and is a Fellow of
the Faculty of Pharmaceutical Medicine.

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<PAGE> 14

PAULE DAPRES, M.D. is responsible for the Company's European clinical
operations. Prior to joining PAREXEL in 1992, Dr. Dapres served in several
senior management positions at Schering Plough, Inc. Dr. Dapres received her
M.D. degree from the University of Paris.

TAYLOR J. CROUCH is responsible for the Company's client relations
activities, including proposal preparation, contract negotiations and account
management, and is responsible for the Company's worldwide marketing activities.
Prior to joining PAREXEL's operations in Germany as Vice President, Client
Relations and Marketing in 1991, Mr. Crouch served in several senior management
positions, most recently as Marketing Operations Manager, at Schering-Plough,
Inc. in Germany. Mr. Crouch received an M.B.A. from the University of Chicago.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. von Rickenbach, the President, Chief Executive Officer and Chairman of
the Company, served as a member of the Compensation Committee of the Board of
Directors during the fiscal year ended June 30, 1996, but resigned on July 1,
1996. No executive officer of the Company served as a member of the Compensation
Committee (or other Board committee performing equivalent functions or, in the
absence of any such committee, the entire Board of Directors) of another entity,
one of whose executive officers served as a director of the Company.

10
<PAGE> 15

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the
annual and long-term compensation paid or accrued by the Company for services
rendered to the Company, in all capacities, for the past three fiscal years by
its Chief Executive Officer (the "CEO") and the four other most highly
compensated executive officers other than the CEO, in each case whose total
salary and bonus exceeded $100,000 (collectively, the "Named Executive
Officers"). The Company did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive plan payouts during the
fiscal years 1997, 1996 or 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
ANNUAL COMPENSATION AWARDS
----------------------------------------- SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION OPTIONS(#)(2) COMPENSATION
- --------------------------------- ------ --------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Josef H. von Rickenbach.......... 1997 $255,208 $160,626(3) $ 4,302(4) 0 $ 9,945(5)
President, Chief Executive 1996 199,188 0 5,114(4) 100,000 38,825
Officer and Chairman 1995 183,545 0 26,973(6) 0 3,450
Barry R. Philpott................ 1997 193,860 97,334 9,305(4) 0 15,509(7)
President, European Operations 1996 162,530 50,694 12,151(4) 30,000 13,002
and Chief Administrative
Officer 1995 146,300 0 -- 0 11,704
Taylor J. Crouch................. 1997 130,000 159,275(8) -- 0 3,553(7)
Senior Vice President 1996 150,968 16,171 -- 24,000 3,570
1995 131,176 0 -- 0 2,758
R. Adrian Otte, M.D.............. 1997 175,000 48,607 -- 0 13,370(9)
Senior Vice President 1996 152,079 40,220 -- 24,000 12,454
1995 129,539 10,125 -- 10,000 3,675
William T. Sobo, Jr.............. 1997 175,000 73,750 -- 0 3,618(7)
Senior Vice President, Chief 1996 144,750 61,500 -- 60,000 11,184
Financial Officer, Treasurer
and Clerk 1995 117,750 0 -- 0 2,729
</TABLE>

- ---------------

(1) Includes commissions.

(2) All share figures have been adjusted in accordance with the terms of the
option to reflect a two-for-one stock split of the Company's Common Stock on
February 7, 1997.

(3) Amount includes $70,000 earned in fiscal 1996 but paid in fiscal 1997.

(4) Automobile allowance.

(5) Includes $3,087 in contributions to defined contribution plans and $6,858
for unused paid vacation.

(6) Includes $11,084 automobile allowance and $15,889 related to interest on
stock subscriptions receivable.

(7) Contributions to defined contribution plans.

(8) Amount includes $84,436 earned in fiscal 1996 but paid in fiscal 1997.

(9) Includes $3,000 in contributions to defined contribution plans and $10,370
for unused paid vacation.

11
<PAGE> 16

EMPLOYMENT AGREEMENTS

The Company and James M. Karis are parties to a letter agreement of
employment dated December 30, 1996. Mr. Karis' current annual base salary is
$264,000. The agreement provides that the Company will continue to pay Mr.
Karis' base salary for six months if Mr. Karis is terminated by the Company
other than for cause.

The Company and Barry R. Philpott are parties to a letter agreement of
employment dated July 6, 1993. Mr. Philpott's current annual base salary is
p130,000 (approximately $209,000). The Company may terminate Mr. Philpott's
employment upon two months' notice and upon payment of severance benefits equal
to one month's base salary per full year of service, with a maximum payment
equal to six months' base salary.

Dr. Herrmann entered into a letter agreement of employment with the Company
effective July 1, 1997. This agreement provides for a monthly base salary of
$5,800. In addition, Dr. Herrmann and PAREXEL GmbH are parties to an employment
agreement dated June 30, 1993 and amended effective July 1, 1997. This agreement
provides for an annual base salary of approximately DM 108,000 (approximately
$61,000).

The executive officers of the Company are bound by the terms of a Key
Employee Confidentiality and Invention Agreement, pursuant to which confidential
information proprietary to the Company obtained during the term of employment by
the Company may not be disclosed by the employee during or subsequent to such
term of employment, and pursuant to which the employee agrees not to compete
with the business of the Company during and for one year subsequent to the term
of employment.

12
<PAGE> 17

OPTIONS AND STOCK PLANS

Option Grants. No options were granted by the Company to the Named
Executive Officers during the fiscal year ended June 30, 1997.

Option Exercises and Fiscal Year-End Option Table. The following table
sets forth certain information concerning options granted to the Named Executive
Officers, including (i) the number of shares of Common Stock purchased upon
exercise of options in the fiscal year ended June 30, 1997; (ii) the net value
realized upon such exercise; (iii) the number of unexercised stock options
outstanding as of June 30, 1997; and (iv) the value of such unexercised options
at June 30, 1997.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT FISCAL
SHARES VALUE FISCAL YEAR-END(1) YEAR-END(3)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE(#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- -------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Josef H. von Rickenbach.. 40,000 $ 660,500 64,000 36,000 $ 1,507,000 $ 468,000
Barry R. Philpott........ 8,000 181,328 8,500 33,500 188,625 619,875
Taylor J. Crouch......... 0 -- 15,000 21,000 371,250 306,750
R. Adrian Otte, M.D. .... 0 -- 15,000 29,000 356,250 510,750
William T. Sobo, Jr...... 60,000 1,656,390 42,000 18,000 996,000 234,000
</TABLE>

- ---------------

(1) All share figures have been adjusted in accordance with the terms of the
option to reflect a two-for-one stock split of the Company's Common Stock on
February 7, 1997.

(2) Amounts disclosed in this column do not reflect amounts actually received by
the Named Executive Officers but are calculated based on the difference
between the fair market value of Common Stock on the date of exercise and
exercise price of the options. Named Executive Officers will receive cash
only if and when they sell the Common Stock issued upon exercise of the
options and the amount of cash, if any, received by such individuals is
dependent on the price of the Company's Common Stock at the time of such
sale.

(3) Value is based on the difference between the option exercise price and the
fair market value at June 30, 1997, the fiscal year-end ($31.75 per share as
quoted on the Nasdaq National Market) multiplied by the number of shares
underlying the option.

13
<PAGE> 18

Stock Plans. The Company currently maintains three stock ownership plans:
the 1995 Stock Plan, the 1995 Employee Stock Purchase Plan and the 1995
Non-Employee Director Stock Option Plan.

1995 Stock Plan. The 1995 Stock Plan (the "1995 Plan") was adopted by the
Board of Directors of the Company on September 14, 1995 and approved by the
stockholders on November 3, 1995. The 1995 Plan provides for the grant of
incentive stock options to officers and other employees and the grant of
non-qualified stock options, stock awards and authorization to make purchases of
Common Stock to employees, consultants, directors and officers of the Company. A
detailed discussion of the terms of the 1995 Plan is found under the heading
"PROPOSAL TO APPROVE AMENDMENTS TO THE 1995 STOCK PLAN."

1995 Employee Stock Purchase Plan. The 1995 Employee Stock Purchase Plan
(the "1995 Purchase Plan") was adopted by the Board of Directors of the Company
on September 14, 1995 and was approved by the stockholders on November 3, 1995.
The 1995 Purchase Plan provides for the issuance of a maximum of 600,000 shares
of Common Stock pursuant to the exercise of nontransferable options granted to
participating employees. Presently, 400,251 shares are available for future
issuance under the 1995 Purchase Plan. The 1995 Purchase Plan is intended to
encourage stock ownership by all eligible employees of the Company so that they
may share in the growth of the Company. The 1995 Purchase Plan is designed to
encourage eligible employees to remain in the employ of the Company. It is
intended that options granted pursuant to the 1995 Purchase Plan will constitute
options pursuant to an "employee stock purchase plan" within the meaning of
Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code").

The 1995 Purchase plan is administered by the Stock Option Committee. All
employees of the Company, except employees who immediately after the option was
granted would own five percent or more of the Company's voting stock, whose
customary employment is more than 20 hours per week and for more than five
months in any calendar year are eligible to participate in the 1995 Purchase
Plan. To participate in the 1995 Purchase Plan, an eligible employee must
authorize the Company to deduct an amount (not less than one percent nor more
than ten percent of a participant's total compensation) from his or her total
compensation, including base pay or salary and any bonuses or commissions,
generally during six-month periods from September 1 to the last day of February
and from March 1 to August 31 of each calendar year (each a "Payment Period"),
but in no case shall an employee be entitled to purchase more than 1,000 shares
in any Payment Period. Any excess is refunded to the employee to the extent the
1,000 share limit is exceeded. The exercise price for the option for each
Payment Period is 85% of the lesser of the average market price of the Common
Stock on the first or last business day of the Payment Period. If an employee is
not a participant on the last day of the Payment Period, such employee is not
entitled to exercise his or her option, and the amount of his or her accumulated
payroll deductions will be refunded. An employee's rights under the 1995
Purchase Plan generally terminate upon his or her voluntary withdrawal from the
plan at any time or upon termination of employment. To date, options to purchase
199,749 shares of Common Stock have been exercised pursuant to the 1995 Purchase
Plan. As of September 19, 1997, 631 employees were participating in the 1995
Purchase Plan. Unless terminated sooner, the 1995 Purchase Plan shall terminate
on September 14, 2005.

The 1995 Non-Employee Director Stock Option Plan. The 1995 Non-Employee
Director Stock Option Plan (the "Director Plan") was adopted by the Board of
Directors of the Company on September 14, 1995, approved by the stockholders on
November 3, 1995. The Director Plan currently provides for the grant of

14
<PAGE> 19

options to purchase a maximum of 540,000 shares of Common Stock of the Company
to non-employee directors of the Company. The Director Plan provides for an
automatic grant of an option for 20,000 shares on the first business day of July
of each year to each non-employee director who has continuously served for the
lesser of (i) the previous full year or (ii) since the last annual meeting of
stockholders at which directors were elected. The exercise price per share for
all options granted under the Director Plan is equal to the market price of the
Common Stock as of the date of grant. The options granted annually become
exercisable in three equal annual installments beginning on the first
anniversary of the date of grant, subject to specified meeting attendance
requirements.

As of the September 19, 1997, options to purchase an aggregate of 253,000
shares of Common Stock have been granted to the non-employee directors under the
Director Plan.

On July 8, 1997, in order to take advantage of recent changes to Section
16(b) of the Securities Exchange Act of 1934, as amended, the Board voted to (i)
suspend any further grants to non-employee directors under the Director Plan and
terminate the Director Plan effective upon approval of the proposed amendment to
the 1995 Stock Plan (the "1995 Plan") as set forth in this Proxy Statement under
the heading "PROPOSAL TO APPROVE AMENDMENTS TO THE 1995 STOCK PLAN," (ii)
provide for an annual formula grant of a lesser amount of options to
non-employee directors of the Company under the 1995 Plan, and (iii) transfer
all remaining shares available for grant under the Director Plan to the 1995
Plan, without increasing the aggregate number of shares available for grant
under the Company's stock option plans.

Federal Income Tax Consequences. THE FOLLOWING DISCUSSION OF UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS GRANTED
UNDER THE 1995 PLAN, THE 1995 PURCHASE PLAN AND THE DIRECTOR PLAN, AND OF
CERTAIN OTHER RIGHTS GRANTED UNDER THE 1995 PLAN, IS BASED UPON THE PROVISIONS
OF THE CODE AS IN EFFECT ON THE DATE OF THIS PROXY STATEMENT, CURRENT
REGULATIONS, AND EXISTING ADMINISTRATIVE RULINGS OF THE INTERNAL REVENUE
SERVICE. IT IS NOT INTENDED TO BE A COMPLETE DISCUSSION OF ALL OF THE FEDERAL
INCOME TAX CONSEQUENCES OF THESE PLANS OR OF THE REQUIREMENTS THAT MUST BE MET
IN ORDER TO QUALIFY FOR THE DESCRIBED TAX TREATMENT.

A. Incentive Stock Options (individually, an "ISO," and collectively,
"ISOs"). The following general rules are applicable under current United States
federal income tax law to ISOs granted under the 1995 Plan:

1. In general, an optionee will not recognize any income upon grant of
an ISO or upon the issuance of shares to him or her upon the exercise of an
ISO, and the Company will not be entitled to a federal income tax deduction
upon either the grant or the exercise of an ISO.

2. If shares acquired upon exercise of an ISO are not disposed of
within (i) two years from the date the ISO was granted or (ii) one year
from the date the shares are issued to the optionee pursuant to the ISO
exercise (the "Holding Period"), the difference between the amount realized
on any subsequent disposition of the shares and the exercise price will
generally be treated as capital gain or loss to the optionee.

3. If shares acquired upon exercise of an ISO are disposed of and the
optionee does not satisfy the Holding Periods (a "Disqualifying
Disposition"), then in most cases the lesser of (i) any excess of the

15
<PAGE> 20

fair market value of the shares at the time of exercise of the ISO over the
exercise price or (ii) the actual gain on disposition, will be taxed to the
optionee as ordinary income in the year of such disposition.

4. In any year that an optionee recognizes ordinary income on a
Disqualifying Disposition of shares acquired upon exercise of an ISO, the
Company generally will be entitled to a corresponding federal income tax
deduction.

5. The difference between the amount realized by an optionee as the
result of a Disqualifying Disposition and the sum of (i) the exercise price
and (ii) the amount of ordinary income recognized under the above rules
generally will be treated as capital gain or loss.

6. An optionee may be entitled to exercise an ISO be delivering shares
of the Company's Common Stock to the Company in payment of the exercise
price, if the optionee's ISO agreement so provides. If an optionee
exercises an ISO in such fashion, special rules will apply.

7. In addition to the tax consequences described above, the exercise
of an ISO may result in an "alternative minimum tax." In general, the
amount by which the value of the shares received upon exercise of the ISO
exceeds the exercise price is included in the optionee's alternative
minimum taxable income. A taxpayer is required to pay the higher of his
regular tax liability or the alternative minimum tax. A taxpayer who pays
alternative minimum tax attributable to the exercise of an ISO may be
entitled to a tax credit against his or her regular tax liability in later
years.

8. Special rules apply if the shares acquired upon the exercise of an
ISO are subject to vesting, or are subject to certain restrictions on
resale under federal securities laws applicable to directors, officers or
10% stockholders.

B. Non-Qualified Stock Options. The following general rules are
applicable under current federal income tax law to options granted under the
1995 Plan which do not qualify as ISOs, and to all options granted under the
Director Plan (individually, a "Non-qualified Option", and collectively,
"Non-qualified Options"):

1. In general, an optionee will not recognize any income upon the
grant of a Non-qualified Option, and the Company will not be entitled to a
federal income tax deduction upon such grant.

2. An optionee generally will recognize ordinary income at the time of
exercise of the Non-qualified Option in an amount equal to the excess, if
any, of the fair market value of the shares on the date of exercise over
the exercise price. The Company may be required to withhold income tax on
this amount.

3. When an optionee sells the shares acquired upon the exercise of a
Non-qualified Option, he or she generally will recognize capital gain or
loss in an amount equal to the difference between the amount realized upon
the sale of the shares and his or her basis in the shares (generally, the
exercise price plus the amount taxed to the optionee as ordinary income).

4. When an optionee recognizes ordinary income attributable to a
Non-qualified Option, the Company generally will be entitled to a
corresponding federal income tax deduction.

16
<PAGE> 21

5. An optionee may be entitled to exercise a Non-qualified Option by
delivering shares of the Company's Common Stock to the Company in payment
of the exercise price. If an optionee exercises a Non-qualified Option in
such fashion, special rules will apply.

6. Special rules apply if the shares acquired upon the exercise of a
Non-qualified Option are subject to vesting, or are subject to certain
restrictions on resale under federal securities laws applicable to
directors, officers or 10% stockholders.

C. Stock Awards and Purchases. The following general rules are applicable
under current federal income tax law to Awards and Purchases (each as defined
below) under the 1995 Plan:

Under current federal income tax law, persons receiving Common Stock under
the 1995 Plan pursuant to an award of Common Stock ("Award") or a grant of an
opportunity to purchase Common Stock ("Purchase") generally will recognize
ordinary income equal to the fair market value of the shares received reduced by
any purchase price paid. The Company generally will be entitled to a
corresponding federal income tax deduction. When such shares are sold, the
seller generally will recognize capital gain or loss. Special rules apply if the
shares acquired are subject to vesting, or are subject to certain restrictions
on resale under federal securities laws applicable to directors, officers or 10%
stockholders.

D. Options Granted under the 1995 Employee Stock Purchase Plan. The
following general rules are currently applicable under current federal income
tax law to options under the 1995 Purchase Plan:

1. The amounts deducted from an employee's pay under the 1995 Purchase
Plan will be included in the employee's compensation subject to federal
income tax. In general, no additional income will be recognized by the
employee either at the time options are granted pursuant to the 1995
Purchase Plan or at the time the employee purchases shares pursuant to the
1995 Purchase Plan.

2. If the employee disposes of shares purchased pursuant to the 1995
Purchase Plan more than two years after the first business day of the
Payment Period in which the employee acquired the shares, then upon such
disposition the employee will recognize ordinary income in an amount equal
to the lesser of:

(a) the excess, if any, of the fair market value of the shares at
the time of disposition over the amount the employee paid for the
shares, or

(b) the excess of the fair market value of the shares on the first
business day of the Payment Period over the option price.

In addition, the employee generally will recognize capital gain or
loss in an amount equal to the difference between the amount realized upon
the sale of shares and the employee's tax basis in the shares (generally,
the amount the employee paid for the shares plus the amount, if any, taxed
as ordinary income).

3. If the employee disposes of shares purchased pursuant to the 1995
Purchase Plan within two years after the first business day of the Payment
Period in which the employee acquired the shares, then upon disposition the
employee will recognize ordinary income in an amount equal to the excess,
if

17
<PAGE> 22

any, of the fair market value of the shares on the last business day of the
Payment Period over the amount the employee paid for the shares.

4. If the employee disposes of shares purchased pursuant to the 1995
Purchase Plan more than two years after the first business day of the
Payment Period, the Company will not be entitled to any federal income tax
deduction with respect to the options or the shares issued upon their
exercise. If the employee disposes of such shares prior to the expiration
of this two-year holding period, the Company generally will be entitled to
a federal income tax deduction in an amount equal to the amount which is
treated as ordinary income as a result of such disposition.

18
<PAGE> 23

STOCK PERFORMANCE GRAPH

The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Company's Common Stock from November 22, 1995,
the date of the Company's initial public offering, through June 30, 1997, with
the cumulative total return of the Nasdaq U.S. Stock Index and the Nasdaq Health
Services Index over the same period. The comparison assumes $100 was invested on
November 22, 1995 in the Company's Common Stock, in the Nasdaq U.S. Stock Index
and in the Nasdaq Health Services Index and assumes reinvestment of dividends,
if any.

[PASTE-UP GRAPH HERE]

<TABLE>
<CAPTION>
November 22, 1995 June 30, 1997
<S> <C> <C>
PAREXEL International Corporation $ 100 $ 330
Nasdaq U.S. Stock Index $ 100 $ 142
Nasdaq Health Services Index $ 100 $ 115
</TABLE>

The stock price performance shown on the graph above is not necessarily
indicative of future price performance. Information used in the graph was
obtained from The Nasdaq Stock Market, a source believed to be reliable, but the
Company is not responsible for any errors or omissions in such information.

19
<PAGE> 24

COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION

Overview. The Company's executive compensation program is administered by
the Compensation Committee and the Stock Option Committee of the Board of
Directors (the "Compensation Committee" and "Stock Option Committee,"
respectively, and "Committees," collectively). Pursuant to authority delegated
by the Board of Directors, the Compensation Committee establishes each year the
non-equity compensation of senior management, reviews, as appropriate, other
compensation standards of the Company and administers the Company's 401(k)
Savings and Retirement Plan. The Stock Option Committee, pursuant to authority
delegated by the Board of Directors, establishes each year the equity
compensation of senior management, reviews, as appropriate, equity compensation
standards of the Company, and administers the Company's 1986 Incentive Stock
Option Plan, 1987 Stock Plan, 1989 Stock Plan, 1995 Stock Plan, 1995 Purchase
Plan and Director Plan.

The members of the Compensation Committee and the Stock Option Committee,
who are currently non-employee directors, bring expertise in matters relating to
executive compensation to their service on the Compensation and Stock Option
Committees gained through their experience on other Boards of Directors of
public and private companies. The current members of the Compensation Committee
are A. Dana Callow, Jr. and Patrick J. Fortune. Josef H. von Rickenbach,
President, Chief Executive Officer and Chairman, was a member of the
Compensation Committee until July 1, 1996, when he was replaced by Mr. Fortune.
The current members of the Stock Option Committee are Mr. Callow and James A.
Saalfield.

Procedure for Establishing Compensation. At the beginning of each fiscal
year the Committees establish the annual compensation for the Company's
executive officers based, in part, on recommendations of the Company's Chief
Executive Officer. The Committees review the recommendations, taking into
account the following factors: (i) external market data; (ii) the Company's
performance; (iii) the individual's contribution to the Company's success; and
(iv) the internal equity of compensation levels among executive officers. In
addition, in determining fiscal 1998 compensation levels, the Compensation
Committee and the Stock Option Committee reviewed recommendations from a
compensation consulting firm, including a survey of cash compensation and stock
option awards at similarly situated companies.

Tax Considerations. The Company does not believe Section 162(m) of the
Code, which generally disallows a tax deduction for compensation in excess of $1
million to any of the executive officers appearing in the Summary Compensation
Table above, will have an effect on the Company. The Committees have considered
the requirements of Section 162(m) of the Code and the related regulations. It
is the Committees' present intention that, so long as it is consistent with its
overall compensation objectives, substantially all executive compensation will
be deductible for federal income tax purposes.

Elements of Executive Compensation. The Company's compensation policy for
executive officers is designed to achieve the following objectives: (i) to
enhance profitability of the Company and align management's longterm interests
with those of the stockholders; (ii) to reward executives consistent with the
Company's annual and long-term performance goals; (iii) to recognize individual
initiative and achievement and (iv) to provide competitive compensation that
will attract and retain qualified executives. Compensation under the executive
compensation program is comprised of cash compensation in the form of salary and

20
<PAGE> 25

performance-based bonuses, long-term incentive opportunities in the form of
stock options and various benefits, including medical, savings and insurance
plans available to all employees of the Company.

An executive officer's compensation package includes: (i) base salary,
which is based upon the overall performance of the Company and external market
data, (ii) annual performance-based compensation, which is based upon
achievement of pre-determined financial objectives of the Company and individual
objectives, and (iii) long-term incentive compensation, in the form of stock
options, granted with the objective of aligning executive officers' long-term
interests with those of the stockholders and encouraging the achievement of
superior results over an extended period. In addition, the compensation program
is comprised of various benefits, including medical, savings and insurance plans
and the Company's 1995 Purchase Plan, which are generally available to all
employees of the Company.

Base Compensation. Base salaries for executive officers are targeted at
competitive market levels for their respective positions, levels of
responsibility and experience. In setting base cash compensation levels for
executive officers, the Compensation Committee generally takes into account such
factors as: (i) the Company's past financial performance and future
expectations; (ii) the general and industry-specific business environment; (iii)
the individual executive officer's base compensation in the prior year; (iv)
periodic published surveys of base compensation at comparable companies; (v)
corporate and individual performance and (vi) recommendations from a
compensation consulting firm. The Compensation Committee's review of the
foregoing factors is subjective and the Compensation Committee assigns no fixed
value or weight to any specific factors when making its decisions regarding the
salary of executive officers.

Performance-Based Compensation. The Company's performance-based
compensation policies are designed to reward executive officers when the Company
meets or exceeds pre-determined goals and are also based on various
non-financial objectives such as ability to recognize and pursue new business
opportunities and initiate programs to enhance the Company's growth and success.
Performance-based cash compensation is generally awarded based on formulas
established by the Compensation Committee at the time salaries are fixed. Bonus
formulas for each executive officer are based on the Company's achieving
specified objectives set forth in the Company's annual operating plan.

In establishing performance bonus formulas for the Company's executive
officers, the Compensation Committee considered: (i) the annual base
compensation of each individual; (ii) individual performance; (iii) the actual
performance of the Company as compared to projected performance under the
Company's annual operating plan; (iv) the projected future performance of the
Company; (v) the general business environment; and (vi) periodically published
surveys of performance compensation at comparable companies. The Compensation
Committee's review of the foregoing factors was subjective and the Compensation
Committee did not assign a fixed value or weight to any specific factors when
making its decisions regarding the salary of executive officers.

Stock Options. Long-term incentive compensation, in the form of stock
options, allows the executive officers to share in any appreciation in the value
of the Company's Common Stock. The Board of Directors believes that stock option
participation aligns executive officers' interests with those of its
stockholders. When establishing stock option grant levels, the Stock Option
Committee considered the existing levels of stock

21
<PAGE> 26

ownership, previous grants of stock options, vesting schedules of outstanding
options, the current stock price and recommendations from an independent
consulting firm. Stock options granted under the Company's stock plans generally
have an exercise price equal to the fair market value of the Company's Common
Stock on the date of grant. Generally, these stock options become exercisable as
follows: (i) 40% over time (10% on each of the first four anniversaries of the
date of grant); (ii) 30% on the fifth anniversary of the date of grant, or
earlier if the Company achieves certain shareholder return levels specified in
the option agreement; and (iii) 30% on the fifth anniversary of the date of
grant, or earlier if the Company achieves certain earnings per share levels
specified in the option agreement.

In awarding stock options, the Stock Option Committee generally reviews:
(i) the overall compensation package of each executive officer; (ii)
periodically published surveys of stock option awards at comparable companies;
(iii) individual performance during the fiscal year in question; (iv) past
financial performance and future expectations; and (v) recommendations from an
independent consulting firm. For new executive officers, the Stock Option
Committee also considers the general and industry-specific business environment
and the expected contribution of the executive officer to the Company over the
short and long term.

In the fiscal year ended June 30, 1997, one executive officer of the
Company was awarded non-qualified stock options to purchase an aggregate of
35,000 shares of Common Stock. No Named Executive Officer was awarded stock
options in fiscal 1997.

CEO Compensation. Mr. von Rickenbach, the Company's President and Chief
Executive Officer, may participate in the same compensation programs that are
available to the Company's other executive officers and his compensation is
determined in accordance with the policies applicable to other executive
officers as described above. The Compensation Committee believed that, at the
beginning of fiscal 1997, Mr. von Rickenbach's annual compensation was not
competitive with the compensation paid by other companies in its industry to
their chief executive officers. In that regard, in fiscal 1997 the Committee
increased Mr. von Rickenbach's base salary to $250,000 from $200,000 and awarded
him a cash bonus for fiscal 1997 of $105,000. In addition to achievement of
performance targets in accordance with the Company's executive compensation
policies, the Committee determined that Mr. von Rickenbach's compensation was
justified because of the Company's strong financial performance in fiscal 1996.
Specifically, the Committee noted: the approximately 50% increase in the
Company's revenues for fiscal 1996 compared to fiscal 1995 the prior year; the
achievement by the Company of financial and other performance objectives; the
completion of two public offerings in fiscal 1996 totaling $36.9 million; and
the successful completion in fiscal 1996 of two strategic acquisitions. Mr. von
Rickenbach received no stock options in fiscal 1997. The Compensation Committee
will review Mr. von Rickenbach's compensation package periodically to ensure
that it remains competitive.

Respectfully submitted by the:

<TABLE>
<S> <C>
Compensation Committee: Stock Option Committee:
A. Dana Callow, Jr. A. Dana Callow, Jr.
Patrick J. Fortune James A. Saalfield
</TABLE>

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<PAGE> 27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has adopted a policy whereby all transactions between the
Company and its officers, directors and affiliates will be on terms no less
favorable to the Company than could be obtained from unrelated third parties and
will be approved by a majority of the disinterested members of the Company's
Board of Directors.

Patrick J. Fortune is an executive officer at the Monsanto Company. G.D.
Searle & Co., a subsidiary of the Monsanto Company, has made payments to the
Company of approximately $13,021,000 for fiscal 1997 in connection with clinical
trials management and biostatistical analysis as well as other drug development
and consulting services.

PROPOSAL TO APPROVE AMENDMENTS TO THE 1995 STOCK PLAN

DESCRIPTION OF THE 1995 STOCK PLAN

The 1995 Plan was adopted by the Board of Directors of the Company on
September 14, 1995 and received shareholder approval on November 3, 1995. The
Board of Directors, on July 8, 1997, approved proposed amendments to the 1995
plan:

(a) in connection with the termination of the 1995 Non-Employee
Director Stock Option Plan (the "Director Plan") and the resulting
elimination of the annual automatic grant to each non-employee director of
an option to purchase 20,000 shares of Common Stock of the Company,

(i) to transfer all remaining shares available for grant under the
Director Plan to the 1995 Plan, without increasing the aggregate number
of shares available for grant under all of the Company's stock option
plans, and

(ii) to provide for an annual formula grant to non-employee
directors of an option to purchase up to 15,000 shares of Common Stock
of the Company under the 1995 Plan, such grant being dependent upon the
attendance by such non-employee director at meetings of the Board of
Directors and committees thereof; and

(b) to provide for the transferability of stock options granted under
the 1995 Plan to family members and estate planning vehicles for the
benefit of such family members.

The proposed amendments would become effective upon the approval of the
stockholders of the Company. The Board of Directors believe that the amendments
are important to permit the Board to continue to provide incentives to present
and future key employees. The Board recommends a vote FOR the approval of the
amendment to the 1995 Plan.

The 1995 Plan, as proposed to be amended, is divided into two parts. Under
Part I of the 1995 Plan, employees of the Company may be awarded ISOs, as
defined in Section 422(b) of the Code, and directors, officers, employees, and
consultants of the Company may be granted (i) Non-qualified Options; (ii)
Awards; and (iii) Purchases. Under Part II of the 1995 Plan, non-employee
directors of the Company are eligible to

23
<PAGE> 28

receive an annual formula grant of Non-qualified Options, determined in the
manner described below. ISOs, Non-qualified Options, Awards, and Purchases are
collectively referred to as "Stock Rights." ISOs and Non-qualified Options are
sometimes collectively referred to as "Options."

Administration. The 1995 Plan is administered by the Company's Stock
Option Committee (the "Committee). With respect to Part I of the 1995 Plan, the
Committee has the authority to determine the persons to whom Stock Rights shall
be granted (subject to certain eligibility requirements for grants of ISOs), the
number of shares covered by each such grant, in respect to ISOs, Non-qualified
Options, and Purchases, the exercise of purchase price per share, the time or
times at which Stock Rights shall be granted, and other terms and provisions
governing the Stock Rights, including the nature of such Stock Right as an ISO,
Non-qualified Option, Award, or Purchase, as well as the restrictions, if any,
applicable to shares of Common Stock issuable upon exercise of Stock Rights.

Part II of the 1995 Plan establishes a formula grant program within the
1995 Plan and provides for the annual automatic formula grant of Non-qualified
Options to each non-employee director of the Company on the first business day
in July of each year. The number of Non-qualified Options granted to each non-
employee director is dependent upon the number of Board and committee meetings
attended by such non-employee director during the prior fiscal year; provided,
however, no one non-employee director can receive an option for more than 15,000
shares of Common Stock in any one year. Specifically, on the first business day
in July in each year beginning in July 1998, each member of the Board who is not
an employee or officer of the Company on such date and who has served as a
member of the Board since the last meeting of stockholders at which directors
were elected, shall be automatically granted an option to purchase: (i) 1,000
shares of the Common Stock, multiplied by the number of Board meetings
physically attended by such person during the immediately preceding fiscal year;
plus (ii) 500 shares of the Common Stock, multiplied by the number of Board
meetings such person participated in by telephone during the immediately
preceding fiscal year; plus (iii) 1,000 shares of the Common Stock, multiplied
by the number of committee meetings (other than committee meetings held on the
same day as full Board meetings) physically attended by such person during the
immediately preceding fiscal year; plus (iv) 500 shares of the Common Stock,
multiplied by the number of committee meetings such person participated in by
telephone during the immediately preceding fiscal year; plus (v) 500 shares of
the Common Stock, multiplied by the number of committee meetings held on the
same day as a Board meeting and physically attended by such person during the
immediately preceding fiscal year; provided, however, that (A) the aggregate
number of shares granted pursuant to clauses (i) and (ii) above shall not exceed
7,500 shares in connection with any grant in any year; (B) the aggregate number
of shares granted pursuant to clauses (iii), (iv) and (v) above shall not exceed
3,750 shares per committee in connection with any grant in any year; and (C) the
aggregate number of shares granted pursuant to clauses (iii), (iv) and (v) above
shall not exceed 7,500 shares in connection with any grant in any year. The
number of shares of Common Stock of the Company reserved for issuance to
non-employee directors pursuant to Part II of the 1995 Plan is 540,000 shares
less the number of shares issued upon the exercise of all Non-qualified Options
previously granted under the Director Plan.

Effective August 15, 1996, the Securities and Exchange Commission (the
"Commission") revised Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") to

24
<PAGE> 29

eliminate the requirement that stock options granted pursuant to plans intended
to qualify for favorable treatment under Section 16(b) of the Exchange Act be
non-transferable. In response to the Commission's action, the Board of Directors
of the Company has decided to amend the 1995 Plan to grant the Committee the
discretion to permit transfers of Options to family members or other persons for
estate planning purposes. Transferees of the options would likely include (i)
the spouse, children or grandchildren of the optionee ("Family Members"), (ii) a
trust or trusts for the exclusive benefit of such Family Members or (iii) a
partnership of which such Family Members are the only partners. Because Federal
tax rules do not permit incentive stock options to be transferable, it is
unlikely that the Committee will permit transferability of incentive stock
options. The Board of Directors of the Company believes that the proposed
amendment to the 1995 Plan providing for the transferability of stock options
granted under the 1995 Plan will enhance the Company's ability to attract
employees, consultants and directors to the Company by providing such
individuals with the flexibility to transfer Non-qualified Options granted to
them by the Company for estate planning purposes. In addition, this proposed
amendment will assist the Company's existing employees, consultants and
directors with estate planning in connection with future grants of Non-qualified
Options. All Non-qualified Options granted to non-employee directors pursuant to
Part II and to executive officers pursuant to Part I of the 1995 Plan will be
transferable in the manner described above.

Eligible Employees and Others. Subject to the limitations mentioned above,
ISOs may only be granted pursuant to Part I of the 1995 Plan and may be granted
to any employee of the Company or any Related Company (as defined in the 1995
Plan). The aggregate fair market value (determined on the date of grant of an
ISO) of Common Stock for which ISOs granted to any employee are exercisable for
the first time by such employee during any calendar year (under all stock option
plans of the Company and any Related Company) may not exceed $100,000; any
portion of an ISO grant that exceeds the $100,000 limit will be treated as a
Non-qualified Option. Non-qualified Options, Awards, and Purchases may be
granted to any director (other than a member of the Committee), officer,
employee, or consultant of the Company or any Related Company under Part I of
the 1995 Plan. Currently, no employee of the Company or any Related Company may
be granted Options to acquire, in the aggregate, more than 998,000 shares of
Common Stock under the 1995 Plan.

Shares Subject to the 1995 Plan. The 1995 Plan currently authorizes the
grant of Stock Rights to acquire 2,000,000 shares of Common Stock. As of
September 19, 1997, options to purchase an aggregate of 1,356,650 shares of
Common Stock had been granted, 40,926 options had been canceled or forfeited and
added back into the shares available for grant, and 684,276 shares of Common
Stock remained available for grant under the 1995 Plan. The proposed amendment
to the 1995 Plan will increase the number of shares currently reserved for
issuance by the number of shares currently reserved for issuance under the
Director Plan, less the amount of shares issued upon exercise of options
previously granted under the Director Plan.

Outstanding Stock Rights are subject to adjustment as described hereinafter
under "Changes in Stock; Acquisitions; Recapitalizations and Reorganization."
Pursuant to the terms of the 1995 Plan, shares subject to Stock Rights which for
any reason expire or are terminated unexercised may again be the subject of a
grant under the 1995 Plan.

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<PAGE> 30

Stock Rights may be granted under the 1995 Plan at any time prior to
September 14, 2005. The Stock Option Committee may, with the consent of the
holder of an ISO, convert an ISO granted under the 1995 Plan to a Non-qualified
Option.

Non-qualified Option Exercise Price. The exercise price per share of
Non-qualified Options granted pursuant to Part I of the 1995 Plan shall in no
event be less than the minimum legal consideration required under the laws of
the Commonwealth of Massachusetts or the laws of any jurisdiction in which the
Company or its successors in interest may be organized. Non-Qualified Options
granted pursuant to Part I of the 1995 Plan, with an exercise price less than
fair market value per share of Common Stock on the date of grant, are intended
to qualify as performance-based compensation under Section 162(m) of the Code
and any applicable regulations thereunder. Any such Non-qualified Options
granted under the 1995 Plan shall be exercisable only upon the attainment of a
pre-established, objective based performance goal established by the Committee.
If the Committee grants Non-Qualified Options with an exercise price less than
fair market value per share of Common Stock on the date of grant, such grant
will be submitted for, and will be contingent upon shareholder approval.

The exercise price of Non-qualified Options granted pursuant to Part II of
the 1995 Plan, as amended, shall be 100% of the fair market value of the Common
Stock on the date of grant.

ISO Exercise Price. The exercise price per share of ISOs granted under the
1995 Plan cannot be less than the fair market value of the Common Stock on the
date of grant, or, in the case of ISOs granted to employees holding more than
10% of the total combined voting power of all classes of stock of the Company or
any Related Company, 110% of the fair market value of the Common Stock on the
date of grant.

Option Duration. The 1995 Plan provides that each Option shall expire on
the date specified by the Board of Directors, but not more than eight years from
its date of grant in the case of Options generally. However, in the case of any
ISO granted to an employee owning more than 10% of the total combined voting
power of all classes of stock of the Company or any Related Company, such ISO
shall expire on the date specified by the Board of Directors, but not more than
five years from its date of grant.

Exercise of Options and Payment for Stock. Each Option granted under Part
I of the 1995 Plan shall be exercisable as follows:

A. The Option shall either be fully exercisable at the time of grant
or shall become exercisable in such installments as the Committee may
specify.

B. Once an installment becomes exercisable, it shall remain
exercisable until expiration or termination of the option, unless otherwise
specified by the Committee.

C. Each Option may be exercised from time to time, in whole or in
part, up to the total number of shares with respect to which it is then
exercisable.

D. The Board of Directors shall have the right to accelerate the date
of exercise of any installment of any Option (subject to the $100,000 per
year limit on the fair market value of Common Stock subject to ISOs granted
to any employee which may become exercisable in any calendar year).

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<PAGE> 31

All Non-qualified Options granted to non-employee directors pursuant to
Part II of the 1995 Plan shall be exercisable in three equal annual vesting
periods. If the optionee ceases to be a director of the Company for any reason,
other than by reason of voluntary resignation, such annual vesting period is
pro-rated monthly for the year in which the director ceased to be a member of
the Board. In addition, all Non-qualified Options granted pursuant to Part II
become immediately and fully exercisable upon a change of control of the Company
(as defined in the 1995 Plan).

Exercise of an Option under the 1995 Plan is effected by a written notice
of exercise delivered to the Company at its principal office together with
payment for the shares in full in cash or by check or, if authorized by the
Committee in its discretion, in part or in full by tendering shares of Common
Stock of the Company or a full recourse promissory note. Such written notice
shall also identify the Option being exercised and specify the number of shares
as to which the Option is being exercised.

While the use of the stock payment method offers significant advantages to
an optionee, it is subject to certain restrictions. The use of the stock payment
method will result in unfavorable tax treatment to the optionee where the
exchanged shares were acquired under incentive stock option or certain other tax
advantaged plans and the applicable periods for disqualifying dispositions have
not expired. In addition, under accounting principles, a charge against the
Company's income may be necessary for Options exercised by the use of the stock
payment method.

Effect of Termination of Employment, Death or Disability. If an ISO
optionee ceases to be employed by the Company or any Related Company other than
by reason of death or disability, no further installments of his or her ISOs
will become exercisable, and the ISOs shall terminate after the passage of 60
days from the date of termination of employment (but not later than their
specified expiration dates), except to the extent that such ISOs shall have been
converted into Non-qualified Options. Leave of absence with the written approval
of the Board of Directors shall not constitute an interruption of employment
provided that such approval contractually requires the Company to continue the
employment of the employee after the leave of absence. Employment shall also be
considered as continuing uninterrupted during any other bona fide leave of
absence (including illness, military obligations or governmental service)
provided such leave does not exceed 90 days or, if longer, any period during
which the employees' right to reemployment is guaranteed by statute.

If an optionee dies, any ISO held by the optionee may be exercised, to the
extent exercisable on the date of death, by the optionee's estate, personal
representative or beneficiary who acquires the ISO by will or by the laws of
descent and distribution, at any time within 180 days from the date of the
optionee's death (but not later than the specified expiration date of the ISO).
If an ISO optionee ceases to be employed by the Company by reason of his or her
disability (as defined in Section 22(e)(3) of the Code), the optionee may
exercise any ISO held by him or her on the date of termination of employment, to
the extent exercisable on that date or at any time within 180 days from the date
of termination of employment (but not later than the specified expiration date
of the ISO).

Non-qualified Options granted pursuant to Part I of the 1995 Plan are
subject to such termination and cancellation provisions as may be determined by
the Committee. Non-qualified Options granted to non-employee directors pursuant
to Part II of the 1995 Plan will terminate, to the extent not then vested, when

27
<PAGE> 32

such non-employee director ceases to be a member of the Board. To the extent
vested, the Non-qualified Option may be exercised within 270 days of the date
the optionee ceases to be a member of the Board. Such Non-qualified Options
shall terminate entirely after such 270 days have expired.

Limited Transferability of Non-qualified Options. Generally, only the
optionee may exercise an option; no assignment or transfers are permitted except
by will or by the laws of descent and distribution. However, if the 1995 Plan is
amended as described herein, the Committee with respect to Non-qualified Options
granted pursuant to Part I of the 1995 Plan, may, in its discretion, permit an
optionee to transfer the option to family members or other entities for estate
planning purposes. All Non-qualified Options granted to non-employee directors
pursuant to part II of the 1995 Plan will be transferable to family members or
other entities for estate planning purposes. Eligible transferees of Options
would likely include (i) the spouse, children or grandchildren of the optionee
("Family Members"), (ii) a trust or trusts for the exclusive benefit of such
Family Members, or (iii) a partnership of which such Family members are the only
partners. In connection with permitting transfers, the Committee may require
that (i) no consideration given or payment made for any such transfer, (ii) the
stock option agreement pursuant to which such options are granted must be
approved by the Committee, and must expressly provide for transferability at the
date of grant in a manner consistent with the terms of the 1995 Plan, and (iii)
subsequent transfers of the transferred Option shall be prohibited except in
accordance with the 1995 Plan, by will or the laws of descent and distribution.
Following any such transfer, the transferred Options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
the transfer.

Changes in Stock; Acquisition; Recapitalization and Reorganizations. In
the event shares of Common Stock of the Company are subdivided or combined into
a greater or smaller number of shares or if the Company issues any shares of
Common Stock as a stock dividend on its outstanding Common Stock, the number of
shares of Common Stock deliverable upon the exercise of Options will be
appropriately increased or decreased proportionately, and appropriate
adjustments will be made in the purchase price per share to reflect such
subdivision, combination or stock dividend.

If the Company is to be consolidated with or acquired by another entity in
a merger, sale of all or substantially all of the Company's assets or otherwise
(an "Acquisition"), the Committee or the Board of Directors of any entity
assuming the obligations of the Company under the 1995 Plan (the "Successor
Board"), shall, as to outstanding Options granted pursuant to Part I of the 1995
Plan, either (i) make appropriate provision for the continuation of such Options
by substituting on an equitable basis for the shares then subject to such
Options the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition; or (ii) upon written notice to
the optionees, provide that all Options must be exercised, to the extent then
exercisable, within a specified number of days of the date of such notice, at
the end of which period the Options shall terminate; or (iii) terminate all
Options in exchange for a cash payment equal to the excess of the fair market
value of the shares subject to such Options (to the extent then exercisable)
over the exercise price thereof.

In the event of a recapitalization or reorganization of the Company (other
than a transaction described in preceding paragraph) pursuant to which
securities of the Company or of another corporation are issued with respect to
the outstanding shares of Common Stock, an optionee upon exercising an Option
granted pursuant

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<PAGE> 33

to Part I of the 1995 Plan shall be entitled to receive for the purchase price
paid upon such exercise the securities he would have received if he had
exercised his Option prior to such recapitalization or reorganization.

In the event of a reorganization, recapitalization, merger, consolidation,
or any other change in the corporate structure or shares of the Company, to the
extent permitted by Rule 16b-3, adjustments in the number and kind of shares
authorized by Part II and in the number and kind of shares covered by, and in
the option price of, outstanding Options granted pursuant to Part II, necessary
to maintain the proportionate interest of the optionee and preserve, without
exceeding, the value of such Option, shall be made.

Upon the happening of any of the events described in the preceding three
paragraphs, the class and aggregate number of shares reserved for issuance upon
the exercise of Options under the 1995 Plan shall also be appropriately adjusted
to reflect the events described above. Notwithstanding the foregoing, in respect
to ISOs, the adjustments described above shall be made only after the Board of
Directors, in consultation with legal counsel, determines whether such
adjustments would constitute a modification of such ISOs or would cause adverse
tax consequences to the holders of ISOs.

Amendment, Suspension and Termination of the 1995 Plan. The Board of
Directors may terminate or amend the 1995 Plan in any respect at any time,
except that, without the prior approval of the holders of a majority of the
outstanding shares of Common Stock (a) the total number of shares that may be
issued under the 1995 Plan may not be increased except as previously described
under "Changes in Stock; Acquisitions; Recapitalization and Reorganization;" (b)
the provisions regarding eligible employees may not be modified; (c) the
provisions regarding the exercise price at which shares may be offered pursuant
to ISOs may not be modified (except by adjustment referred to above); and (d)
the expiration date of the 1995 Plan may not be extended. No action of the Board
of Directors or shareholders, however, may, without the consent of an optionee,
alter or impair his rights under any Option previously granted to him.

Change of Control. An amendment to the 1995 Plan, approved by the Board of
Directors on July 8, 1997 provides that upon a Change of Control (as defined
below), any then-unexercisable portion of an Option granted to non-employee
directors pursuant to Part II of the 1995 Plan shall become immediately and
fully exercisable. For purposes of the 1995 Plan, "Change of Control" means the
closing of: (i) a merger, consolidation, liquidation or reorganization of the
company into or with another Company or other legal person, after which merger,
consolidation, liquidation or reorganization the capital stock of the Company
outstanding prior to consummation of the transaction is not converted into or
exchanged for or does not represent more than 50% of the aggregate voting power
of the surviving or resulting entity; (ii) the direct or indirect acquisition by
any person (as the term "person" is used in Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of more than 50% of the voting
capital stock of the Company, in a single or series of related transactions; or
(iii) the sale, exchange, or transfer of all or substantially all of the
Company's assets (other than a sale, exchange or transfer to one or more
entities where the stockholders of the Company immediately before such sale,
exchange or transfer retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the entities to which the assets were
transferred).

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<PAGE> 34

Miscellaneous. The proceeds received by the Company from the sale of
shares pursuant to the 1995 Plan shall be used for general corporate purposes.
The Company's obligation to deliver shares is subject to the approval of any
governmental authority required in connection with the sale or issuance of such
shares. The exercise of Non-qualified Options, Awards, or Purchases for less
than fair market value may require the holder to recognize ordinary income and
pay additional withholding taxes in respect of such income, and the Board of
Directors may condition the grant or exercise of an Option, Award, or Purchase
on the payment to the Company of such taxes. An employee is required to notify
the Company in the event that he disposes of stock acquired on the exercise of
an ISO prior to the later of two years from the date of grant or one year from
the date of exercise of the ISO. Unless terminated earlier by the Board of
Directors, the 1995 Plan will expire on September 14, 2005.

RATIFICATION OF SELECTION OF AUDITORS

The Board has selected the firm of Price Waterhouse LLP, independent
certified accountants, to serve as auditors for the year ending June 30, 1998.
Price Waterhouse LLP has served as the Company's auditors since 1992. The Board
recommends a vote FOR ratification of this selection.

It is expected that a member of the firm of Price Waterhouse LLP will be
present at the Meeting, will have an opportunity to make a statement if so
desired and will be available to respond to appropriate questions from the
Company's stockholders.

The ratification of this selection is not required under the laws of the
Commonwealth of Massachusetts, where the Company is incorporated, but the
results of this vote will be considered by the Board in selecting auditors for
future fiscal years.

OTHER MATTERS

The Board does not intend to bring any matters before the Meeting other
than those specifically set forth in the Notice of Annual Meeting and it knows
of no matters to be brought before the meeting by others. If any other matters
properly come before the Meeting, it is the intention of the persons named in
the accompanying proxies to vote such proxies in accordance with the judgment of
the Board.

SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities Exchange Commission.
Officers, directors and greater-than-ten percent stockholders are required by
SEC regulation to furnish the Company will all Section 16 forms they file.

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<PAGE> 35

Based solely on its review of the copies of such forms received by it, the
Company believes that during the fiscal year ended June 30, 1997 all of its
officers, directors and greater-than-ten-percent stockholders complied with all
Section 16(a) filing requirements; except that Josef H. von Rickenbach and Peter
Barton Hutt each filed a late statement of changes of Beneficial Ownership of
Securities (Form 4) with respect to the exercise of an option.

STOCKHOLDER PROPOSALS

The Company currently intends to hold its 1998 Annual Meeting of
Stockholders during November 1998. To be included in the Proxy Statement and
form of proxy for the Company's 1998 Annual Meeting of Stockholders, stockholder
proposals must be received by the Company by June 9, 1998. Such stockholder
proposals should be submitted to PAREXEL International Corporation, 195 West
Street, Waltham, Massachusetts 02154, Attention: Clerk.

EXPENSES AND SOLICITATION

The cost of solicitation of proxies will be borne by the Company, and in
addition to soliciting stockholders by mail through its regular employees, the
Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have Common Stock registered in the
names of a nominee and, if so, will reimburse such banks, brokers and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by the Company's officers and employees may also be made of some
stockholders in person or by mail, telephone or telegraph following the original
solicitation. The Company may retain a proxy solicitation firm to assist in the
solicitation of proxies. The Company will bear all reasonable solicitation fees
and expenses if such a proxy solicitation firm is retained.

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<PAGE> 36

PAREXEL INTERNATIONAL CORPORATION

AMENDED AND RESTATED 1995 STOCK PLAN

(as amended by the Board of Directors on July 8, 1997
and
approved by the Stockholders on November ___, 1997)

INTRODUCTION: GENERAL PROVISIONS

1. PURPOSE.

A. PART I - NON-FORMULA GRANTS. Part I of this Amended and Restated
1995 Stock Plan (the "Plan") is intended to provide incentives: (a) to the
officers and other employees of PAREXEL International Corporation (the
"Company"), and of any present or future parent or subsidiary of the
Company (collectively, "Related Corporations"), by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" ("ISOs") under Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b)
to directors, officers, employees and consultants of the Company and
Related Corporations by providing them with opportunities to purchase stock
in the Company pursuant to options granted hereunder which do not qualify
as ISOs ("Non-Qualified Options"); (c) to directors, officers, employees
and consultants of the Company and Related Corporations by providing them
with awards of stock in the Company ("Awards"); and (d) to directors,
officers, employees and consultants of the Company and Related Corporations
by providing them with opportunities to make direct purchases of stock in
the Company ("Purchases").

B. PART II - FORMULA GRANTS. Part II of this Plan is designed to
operate as a formula plan and intended to promote the interests of the
Company, with an inducement to obtain and retain the services of qualified
persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "Board") by providing such directors
with an automatic, annual grant of Non-Qualified Options pursuant to the
terms and conditions of Part II of this Plan.

C. CERTAIN DEFINITIONS. Both ISOs and Non-Qualified Options are
referred to hereafter individually as an "Option" and collectively as
"Options." Options, Awards and authorizations to make Purchases are
referred to hereafter collectively as "Stock Rights." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of
the Code.

<PAGE> 37
-2-

2. ADMINISTRATION OF THE PLAN.

A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered
by the Board or, subject to paragraph 2D (relating to compliance with
Section 162(m) of the Code), by a committee appointed by the Board (the
"Committee"). Hereinafter, all references in this Plan to the "Committee"
shall mean the Board if no Committee has been appointed. With respect to
Stock Rights granted pursuant to Part I of the Plan and subject to
ratification of the grant or authorization of each Stock Right pursuant to
Part I of the Plan by the Board (if so required by applicable state law),
and subject to the terms of the Plan, the Committee shall have the
authority to (i) determine the employees of the Company and Related
Corporations (from among the class of employees eligible under paragraph 3
to receive ISOs) to whom ISOs shall be granted, and determine (from among
the class of individuals and entities eligible under paragraph 3 to receive
Non-Qualified Options and Awards and to make Purchases) to whom
Non-Qualified Options, Awards and authorizations to make Purchases may be
granted; (ii) determine the time or times at which Options or Awards shall
be granted or Purchases made; (iii) determine the option price of shares
subject to each Option, which price shall not be less than the minimum
price specified in paragraph 14, and the purchase price of shares subject
to each Purchase; (iv) determine whether each Option granted shall be an
ISO or a Non-Qualified Option; (v) determine (subject to paragraph 15) the
time or times when each Option shall become exercisable and the duration of
the exercise period; (vi) determine whether restrictions such as repurchase
options are to be imposed on shares subject to Options, Awards and
Purchases and the nature of such restrictions, if any, and (vii) interpret
the Plan and prescribe and rescind rules and regulations relating to it.
With respect to Non-Qualified Options granted pursuant to Part II of the
Plan, the terms of such Non-Qualified Options shall be as set forth in
paragraphs 23 through 28. If the Committee determines to issue a
Non-Qualified Option, it shall take whatever actions it deems necessary,
under Section 422 of the Code and the regulations promulgated thereunder,
to ensure that such Option is not treated as an ISO. The interpretation and
construction by the Committee of any provisions of the Plan or of any Stock
Right granted under it shall be final unless otherwise determined by the
Board. The Committee may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem best. No member of the Board or
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Stock Right granted under it.

B. COMMITTEE ACTIONS. The Committee may select one of its members as
its chairman, and shall hold meetings at such time and places as it may
determine. Acts by a majority of the members of the Committee, or acts
reduced to or approved in writing by a majority of the members of the
Committee (if consistent with applicable state law), shall constitute the
valid acts of the Committee. From time to time the Board may increase the
size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of the
Committee and thereafter directly administer the Plan.

<PAGE> 38
-3-

C. GRANT OF STOCK RIGHTS TO BOARD MEMBERS. In addition to the
Non-Qualified Options automatically granted to non-employee directors
pursuant to Part II of the Plan, Stock Rights may be granted pursuant to
Part I of this Plan to members of the Board. Members of the Board who
either (i) are eligible to receive grants of Stock Rights pursuant to the
Plan or (ii) have been granted Stock Rights may vote on any matters
affecting the administration of the Plan or the grant of any Stock Rights
pursuant to the Plan, except that no such member shall act upon the
granting to himself of Stock Rights, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during
which action is taken with respect to the granting to him of Stock Rights.

D. PERFORMANCE-BASED COMPENSATION. The Board, in its discretion, may
take such action as may be necessary to ensure that Stock Rights granted
under the Plan qualify as "qualified performance-based compensation" within
the meaning of Section 162(m) of the Code and applicable regulations
promulgated thereunder ("Performance-Based Compensation"). Such action may
include, in the Board's discretion, some or all of the following (i) if the
Board determines that Stock Rights granted under the Plan generally shall
constitute Performance-Based Compensation, the Plan shall be administered,
to the extent required for such Stock Rights to constitute
Performance-Based Compensation, by a Committee consisting solely of two or
more "outside directors" (as defined in applicable regulations promulgated
under Section 162(m) of the Code), (ii) if any Non-Qualified Options with
an exercise price less than the fair market value per share of Common Stock
are granted under the Plan and the Board determines that such Options
should constitute Performance-Based Compensation, such options shall be
made exercisable only upon the attainment of a pre-established, objective
performance goal established by the Committee, and such grant shall be
submitted for, and shall be contingent upon shareholder approval and (iii)
Stock Rights granted under the Plan may be subject to such other terms and
conditions as are necessary for compensation recognized in connection with
the exercise or disposition of such Stock Right or the disposition of
Common Stock acquired pursuant to such Stock Right, to constitute
Performance-Based Compensation.

3. ELIGIBLE OPTIONEES. ISOs may be granted only to employees of the
Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted pursuant to Part I to any
employee, officer or director (whether or not also an employee) or consultant of
the Company or any Related Corporation. Non-Qualified Options granted pursuant
to Part II may only be granted to non-employee directors of the Company. With
respect to Stock Rights granted pursuant to Part I of the Plan, the Committee
may take into consideration a recipient's individual circumstances in
determining whether to grant an ISO, a Non-Qualified Option, an Award or an
authorization to make a Purchase. Granting of any Stock Right to any individual
or entity shall neither entitle that individual or entity to, nor disqualify him
from, participation in any other grant of Stock Rights.

4. STOCK. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of Common Stock of the Company, par value $.01
per share (the "Common Stock"), or shares of Common Stock reacquired by the
Company in any manner. The aggregate number of shares which may be issued
pursuant to the Plan, subject to adjustment as provided in

<PAGE> 39
-4-

paragraph 11 of the Plan, is the sum of (x) 2,000,000, plus (y) a number equal
to 600,000 minus the number of shares issued upon the exercise of options
granted under the 1995 Non-Employee Director Stock Option Plan of the Company
(the "Director Plan), subject to adjustment as provided in paragraph 11. If any
Stock Right granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject to such Stock
Right shall again be available for grants of Stock Rights under the Plan.

No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 998,000 shares of Common Stock
under the Plan. If any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part or shall be repurchased by the
Company, the shares subject to such Option shall be included in the
determination of the aggregate number of shares of Common Stock deemed to have
been granted to such employee under the Plan.

The aggregate number of shares which may be issued pursuant to Part II
shall not exceed 540,000 shares, minus the number of shares issued upon the
exercise of options granted under the Director Plan, subject to adjustment in
accordance with paragraph 11 of the Plan.

5. MEANS OF EXERCISING STOCK RIGHTS. A Stock Right (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address. Such notice shall identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being exercised, accompanied by full payment of the purchase price therefor
either (a) in United States dollars in cash or by check, (b) at the discretion
of the Committee, through delivery of shares of Common Stock owned by the
optionee free and clear of any restrictions (other than those arising under
securities laws) for at least six months having a fair market value equal as of
the date of the exercise to the cash exercise price of the Stock Right, (c) at
the discretion of the Committee and consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the Stock Right and
an authorization to the broker or selling agent to pay that amount to the
Company, which sale shall be at the participant's direction at the time of
exercise, or (d) at the discretion of the Committee, by any combination of (a),
(b) and (c) above. If the Committee exercises its discretion to permit payment
of the exercise price of an ISO by means of the methods set forth in clauses
(b), (c) or (d) of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question. The holder of a Stock
Right shall not have the rights of a shareholder with respect to the shares
covered by his Stock Right until the date of issuance of a stock certificate to
him for such shares. Except as expressly provided in paragraph 11 below with
respect to changes in capitalization and stock dividends, no adjustment shall be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued. The stock certificates representing such
shares shall carry such appropriate legend, and such written instructions shall
be given to the Company's transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements of
the Securities Act of 1933, as amended, (the "Act") or any state securities
laws.
<PAGE> 40
-5-

6. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

7. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the transfer of a Non-Qualified Option pursuant to an
arms-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as described in paragraph 22), the vesting or transfer of
restricted stock or securities acquired on the exercise of a Stock Right
hereunder, or the making of a distribution or other payment with respect to such
stock or securities, the Company may withhold taxes in respect of amounts that
constitute compensation includible in gross income. The Committee in its
discretion may condition (i) the exercise of an Option, (ii) the transfer of a
Non-Qualified Option, (iii) the grant of an Award, (iv) the making of a Purchase
of Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising a Stock
Right, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock held by the grantee
for at least six months or the withholding from the shares of Common Stock
otherwise deliverable upon exercise of a Stock Right shares having an aggregate
fair market value equal to the amount of such withholding taxes.

8. GOVERNMENTAL AND SECURITIES LAW REGULATION.

A. The Company's obligation to sell and deliver shares of the
Common Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
such shares. The Company shall have no obligation to deliver any stock
certificate or certificates upon exercise of an Option until one of the
following conditions shall be satisfied:

(i) The shares with respect to which the Option has been exercised
are at the time of the issue of such shares effectively registered under
applicable Federal and state securities laws as now in force or hereafter
amended; or

(ii) Counsel for the Company shall have given an opinion that such
shares are exempt from registration under Federal and state securities laws
as now in force or hereafter amended; and the Company has complied with all
applicable laws and regulations with respect thereto, including without
limitation all regulations required by any stock exchange upon which the
Company's outstanding Common Stock is then listed.

B. If in the opinion of legal counsel for the Company the
issuance or sale of any shares of Common Stock pursuant to the exercise of an
Option would not be lawful for any reason, including without limitation the
inability of the Company to obtain from any

<PAGE> 41
-6-

governmental authority or regulatory body having jurisdiction the authority
deemed by such counsel to be necessary to such issuance or sale, the Company
shall not be obligated to issue or sell any shares of Common Stock pursuant to
the exercise of an Option to an optionee or any other authorized person unless a
registration statement that complies with the provisions of the Act in respect
of such shares of Common Stock is in effect at the time thereof, or other
appropriate action has been taken under and pursuant to the terms and provisions
of the Act, or the Company receives evidence satisfactory to such counsel that
the issuance and sale of such shares of Common Stock, in the absence of an
effective registration statement or other appropriate action, would not
constitute a violation of the Act or any applicable state securities law. The
Company is in no event obligated to register any such shares of Common Stock, to
comply with any exemption from registration requirements or to take any other
action which may be required in order to permit, or to remedy or remove any
prohibition or limitation on, the issuance or sale of such shares of Common
Stock of any optionee or other authorized person.

C. Government regulations may impose reporting or other obligations
on the Company with respect to the Plan. For example, the Company may be
required to send tax information statements to employees and former
employees that exercise ISOs under the Plan, and the Company may be
required to file tax information returns reporting the income received by
grantees of Stock Rights in connection with the Plan.

D. If requested by the Company, an optionee shall deliver to the
Company written representations and warranties upon exercise of the Option
that are necessary to show compliance with Federal and state securities
laws, including representations and warranties to the effect that a
purchase of shares under an Option granted pursuant to this Plan is made
for investment and not with a view to their distribution (as that term is
used in the Act.)

9. COMPLIANCE WITH REGULATIONS. It is the Company's intent that the
Plan comply in all respects with Section 162(m) of the Code and Rule 16b-3 under
the Securities Exchange Act of 1934 (or any successor or amended version
thereof) and any applicable Securities and Exchange Commission interpretations
thereof ("Rule 16b-3"). If any provision of this Plan is deemed not to be in
compliance with Rule 16b-3, the provision shall be null and void.

10. GOVERNING LAW; CONSTRUCTION. The validity and construction of the
Plan and the instruments evidencing Stock Rights shall be governed by the laws
of the Commonwealth of Massachusetts, or the laws of any jurisdiction in which
the Company or its successors in interest may be organized. In construing this
Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.

11. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to him shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the optionee and the Company relating to such Option:

<PAGE> 42
-7-

A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common
Stock deliverable upon the exercise of outstanding Options, as well as any
Non-Qualified Options to be granted under Part II, shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall
be made in the purchase price per share to reflect such subdivision,
combination or stock dividend.

B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated
with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an "Acquisition"),
the Committee or the board of directors of any entity assuming the
obligations of the Company hereunder (the "Successor Board"), shall, as to
outstanding Options granted pursuant to Part I of the Plan, either (i) make
appropriate provision for the continuation of such Options by substituting
on an equitable basis for the shares then subject to such Options the
consideration payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition; or (ii) upon written notice to
the optionees, provide that all Options granted pursuant to Part I must be
exercised, to the extent then exercisable, within a specified number of
days of the date of such notice, at the end of which period the Options
shall terminate; or (iii) terminate all Options granted pursuant to Part I
in exchange for a cash payment equal to the excess of the fair market value
of the shares subject to such Options (to the extent then exercisable) over
the exercise price thereof. In the event of a reorganization,
recapitalization, merger, consolidation, or any other change in the
corporate structure or shares of the Company, to the extent permitted by
Rule 16b-3, adjustments in the number and kind of shares authorized by Part
II and in the number and kind of shares covered by, and in the option price
of outstanding Options under Part II necessary to maintain the
proportionate interest of the optionee and preserve, without exceeding, the
value of such Option shall be made.

C. RECAPITALIZATION OR REORGANIZATION. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph B above) pursuant to which securities of the
Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, an optionee upon exercising an Option
granted pursuant to Part I shall be entitled to receive for the purchase
price paid upon such exercise the securities he would have received if he
had exercised his Option prior to such recapitalization or reorganization.

D. MODIFICATION OF ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
shall be made only after the Committee, after consulting with counsel for
the Company, determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 424 of the
Code) or would cause any adverse tax consequences for the holders of such
ISOs. If the Committee determines that such adjustments made with respect
to ISOs would constitute a modification of such ISOs or would cause adverse
tax consequences to the holders, it may refrain from making such
adjustments.

<PAGE> 43
-8-

E. DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, each Option granted pursuant to
this Plan will terminate immediately prior to the consummation of such
proposed action or at such other time and subject to such other conditions
as shall be determined by the Committee.

F. ISSUANCES OF SECURITIES. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.

G. FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.

H. ADJUSTMENTS. Upon the happening of any of the events described in
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted shall also be
appropriately adjusted to reflect the events described in such
subparagraphs.

12. TERM AND AMENDMENT OF PLAN. This Plan was initially adopted by the
Board on September 14, 1995 and approved by the Stockholders of the Company on
November 3, 1995, and amended and restated by the Board on July 8, 1997 subject,
with respect to the validation of ISOs granted under the Plan, to approval of
the Plan by the stockholders of the Company at the next Annual Meeting (or
Special Meeting in Lieu of Annual Meeting) of Stockholders. The Plan shall
expire at the end of the day on September 13, 2005 (except as to Options
outstanding on that date). The Board may terminate or amend the Plan in any
respect at any time, except that, without the affirmative vote of the holders of
a majority of the shares of Common Stock present in person or by proxy and
voting on such matter obtained within 12 months before or after the Board adopts
a resolution authorizing any of the following actions: (a) the total number of
shares that may be issued under the Plan may not be increased (except by
adjustment pursuant to paragraph 11); (b) the benefits accruing to participants
under the Plan may not be materially increased; (c) the requirements as to
eligibility for participation in the Plan may not be materially modified; (d)
the provisions of paragraph 3 regarding eligibility for grants of ISOs may not
be modified; (e) the provisions of paragraph 14 regarding the exercise price at
which shares may be offered pursuant to ISOs may not be modified (except by
adjustment pursuant to paragraph 11); (f) the expiration date of the Plan may
not be extended; and (g) the Board may not take any action which would cause the
Plan to fail to comply with Rule 16b-3. Except as otherwise provided in this
paragraph 12, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without his consent, under any Stock Right
previously granted to him.

<PAGE> 44
-9-

PART I: NON-FORMULA GRANTS

13. NON-FORMULA GRANT OF STOCK RIGHTS.

Stock Rights may be granted under this Part I at any time prior to
September 14, 2005. The date of grant of a Stock Right under this Part I will be
the date specified by the Committee at the time it grants the Stock Right;
provided, however, that such date shall not be prior to the date on which the
Committee acts to approve the grant.

14. MINIMUM OPTION PRICE; ISO LIMITATIONS.

A. PRICE FOR NON-QUALIFIED OPTIONS. Subject to paragraph 2D, the
exercise price per share specified in the agreement relating to each
Non-Qualified Option granted under Part I shall in no event be less than
the minimum legal consideration required therefor under the laws of the
Commonwealth of Massachusetts or the laws of any jurisdiction in which the
Company or its successors in interest may be organized.

B. PRICE FOR ISOS. The exercise price per share specified in the
agreement relating to each ISO granted under the Plan shall not be less
than the fair market value per share of Common Stock on the date of such
grant. In the case of an ISO to be granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, the
price per share specified in the agreement relating to such ISO shall not
be less than one hundred ten percent (110%) of the fair market value per
share of Common Stock on the date of grant. For purposes of determining
stock ownership under this paragraph, the rules of Section 424(d) of the
Code shall apply.

C. $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible employee
may be granted Options treated as ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option plans of the
Company and any Related Corporation, ISOs do not become exercisable for the
first time by such employee during any calendar year with respect to stock
having a fair market value (determined at the time the ISOs were granted)
in excess of $100,000. The Company intends to designate any Options granted
in excess of such limitation as Non-Qualified Options.

D. DETERMINATION OF FAIR MARKET VALUE. If, at the time an Option is
granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the last business day for
which the prices or quotes discussed in this sentence are available prior
to the date such Option is granted and shall mean (i) the average (on that
date) of the high and low prices of the Common Stock on the principal
national securities exchange on which the Common Stock is traded, if the
Common Stock is then traded on a national securities exchange; or (ii) the
last reported sale price (on that date) of the Common Stock on the Nasdaq
National Market, if the Common Stock is not then traded on a national
securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if

<PAGE> 45
-10-

the Common Stock is not reported on the Nasdaq National Market. However, if
the Common Stock is not publicly traded at the time an Option is granted
under the Plan, "fair market value" shall be deemed to be the fair value of
the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

15. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 17 and 18, each Option granted pursuant to this Part I shall expire
on the date specified by the Committee, but not more than (i) eight years from
the date of grant in the case of Options generally and (ii) five years from the
date of grant in the case of ISOs granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, as determined under paragraph
14B. Subject to earlier termination as provided in paragraphs 17 and 18, the
term of each ISO shall be the term set forth in the original instrument granting
such ISO, except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to paragraph 21.

16. EXERCISE OF OPTION. Subject to the provisions of paragraphs 17
through 21, each Option granted under this Part I shall be exercisable as
follows:

A. VESTING. The Option shall either be fully exercisable on the date
of grant or shall become exercisable thereafter in such installments as the
Committee may specify.

B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of
the Option, unless otherwise specified by the Committee.

C. PARTIAL EXERCISE. Each Option or installment may be exercised at
any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.

D. ACCELERATION OF VESTING. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option granted
pursuant to Part I; provided that the Committee shall not, without the
consent of an optionee, accelerate the exercise date of any installment of
any Option granted to any employee as an ISO (and not previously converted
into a Non-Qualified Option pursuant to paragraph 21) if such acceleration
would violate the annual vesting limitation contained in Section 422(d) of
the Code, as described in paragraph 14C.

17. TERMINATION OF EMPLOYMENT. If an ISO optionee ceases to be employed
by the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 18, no further installments of his ISOs shall
become exercisable, and his ISOs shall terminate after the passage of sixty (60)
days from the date of termination of his employment, but in no event later than
on their specified expiration dates, except to the extent that such ISOs (or

<PAGE> 46
-11-

unexercised installments thereof) have been converted into Non-Qualified Options
pursuant to paragraph 21. For purposes of this paragraph 17, employment shall be
considered as continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute or contract. A bona fide leave of absence with the written
approval of the Committee shall not be considered an interruption of employment
under this paragraph 17, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment of
the optionee after the approved period of absence. ISOs granted under the Plan
shall not be affected by any change of employment within or among the Company
and Related Corporations, so long as the optionee continues to be an employee of
the Company or any Related Corporation. Nothing in the Plan shall be deemed to
give any grantee of any Stock Right the right to be retained in employment or
other service by the Company or any Related Corporation for any period of time.

18. DEATH; DISABILITY.

A. DEATH. If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of his death, any ISO of his may be
exercised, to the extent of the number of shares with respect to which he
could have exercised it on the date of his death, by his estate, personal
representative or beneficiary who has acquired the ISO by will or by the
laws of descent and distribution, at any time prior to the earlier of the
specified expiration date of the ISO or 180 days from the date of the
optionee's death.

B. DISABILITY. If an ISO optionee ceases to be employed by the
Company and all Related Corporations by reason of his disability, he shall
have the right to exercise any ISO held by him on the date of termination
of employment, to the extent of the number of shares with respect to which
he could have exercised it on that date, at any time prior to the earlier
of the specified expiration date of the ISO or 180 days from the date of
the termination of the optionee's employment. For the purposes of the Plan,
the term "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code or any successor statute.

19. TRANSFERABILITY AND ASSIGNABILITY. Except as set forth below, (i) no
Stock Right shall be assignable or transferable by an optionee except by will or
by the laws of descent and distribution; and (ii) during the lifetime of the
optionee each Stock Right granted under this Part I shall be exercisable only by
him. Notwithstanding the foregoing, the Committee may, in its discretion,
authorize all or a portion of any Non-Qualified Option granted under this Part I
to be transferable by the optionee to (i) the spouse, children or grandchildren
of the optionee ("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii) a partnership of
which such Immediate Family Members are the only partners, provided that (x)
only the Committee may in its discretion permit transfers to other persons or
entities, (y) the stock option agreement pursuant to which the Non-Qualified
Option is granted must be approved by the Committee, and must expressly provide
for transferability at the date of grant in a manner consistent with the Plan,
and (z) subsequent transfers of the transferred

<PAGE> 47
-12-

Non-Qualified Option shall be prohibited except in accordance with this
paragraph. Following any such transfer, the Non-Qualified Option shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer, provided that for purposes of paragraph 11, hereof, the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of Business Relationship set forth in the grantee's option agreement shall
continue to be applied with respect to the original optionee, following which
the Non-Qualified Option shall be exercisable by the transferee only to the
extent, and for the periods specified therein.

20. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to this Part
I shall be evidenced by instruments (which need not be identical) in such forms
as the Committee may from time to time approve. Such instruments shall conform
to the terms and conditions set forth in paragraphs 14 through 19 hereof and may
contain such other provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of
Common Stock issuable upon exercise of Options. The Committee may specify that
any Non-Qualified Option granted pursuant to this Part I shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other termination
and cancellation provisions as the Committee may determine. The Committee may
from time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed to
take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

21. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS. The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in this
Part I shall be deemed to give any optionee the right to have such optionee's
ISOs converted into Non-Qualified Options, and no such conversion shall occur
until and unless the Committee takes appropriate action.

22. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO,
each optionee agrees to notify the Company in writing immediately after he makes
a Disqualifying Disposition (as described in Sections 421, 422 and 424 of the
Code and regulations thereunder) of any stock acquired pursuant to the exercise
of ISOs granted under this Part I. A Disqualifying Disposition is generally any
disposition occurring within two years of the date the ISO was granted or within
one year of the date the ISO was exercised, whichever period ends later.

<PAGE> 48
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PART II: FORMULA GRANTS

23. AUTOMATIC FORMULA GRANTS OF NON-QUALIFIED OPTIONS TO NON-EMPLOYEE
DIRECTORS. On the 1st business day in July in each year beginning in July 1998,
each member of the Board who is not an employee or officer of the Company on
such date and who has served as a member of the Board since the last meeting of
stockholders at which directors were elected, shall be automatically granted an
option, subject to adjustment in accordance with paragraph 11, to purchase: (i)
1,000 shares of the Common Stock, multiplied by the number of Board meetings
physically attended by such person during the immediately preceding fiscal year;
plus (ii) 500 shares of the Common Stock, multiplied by the number of Board
meetings such person participated in by telephone during the immediately
preceding fiscal year; plus (iii) 1,000 shares of the Common Stock, multiplied
by the number of committee meetings (other than committee meetings held on the
same day as full Board meetings) physically attended by such person during the
immediately preceding fiscal year; plus (iv) 500 of the Common Stock, multiplied
by the number of committee meetings such person participated in by telephone
during the immediately preceding fiscal year; plus (v) 500 shares of the Common
Stock, multiplied by the number of committee meetings held on the same day as a
Board meeting and physically attended by such person during the immediately
preceding fiscal year; provided, however, that (A) the aggregate number of
shares granted pursuant to clauses (i) and (ii) above shall not exceed 7,500
shares in connection with any grant in any year under this paragraph 23; (B) the
aggregate number of shares granted pursuant to clauses (iii), (iv) and (v) above
shall not exceed 3,750 shares per committee in connection with any grant in any
year under this paragraph 23; and (C) the aggregate number of shares granted
pursuant to clauses (iii), (iv) and (v) above shall not exceed 7,500 shares in
connection with any grant in any year under this paragraph 23.

Except for the specific Options referred to in this paragraph 23, no other
Options shall be granted under this Part II.

24. OPTION PRICE. The purchase price of the shares of Common Stock
covered by any Option granted pursuant to this Part II shall be 100% of the fair
market value of such shares on the day the option is granted, determined in
accordance with Section 14D. The option price will be subject to adjustment in
accordance with the provisions of paragraph 11 of this Plan.

25. PERIOD OF OPTION. Unless sooner terminated in accordance with the
provisions of paragraph 27, an Option granted pursuant to this Part II shall
expire on the date which is eight (8) years after the date of grant of the
Option.

26. VESTING OF SHARES AND TRANSFERABILITY OF OPTIONS.

A. VESTING.

No Option granted under this Part II shall be exercisable until it
becomes vested, and shall vest and thus become exercisable for the
fraction of shares subject to such
<PAGE> 49
-14-

Option set forth opposite the applicable date below (rounded up to
the nearest whole share):

one year from the - one-third of shares subject to
date of grant the Option

two years from the - an additional one-third of
date of grant shares subject to the Option

three years from the - an additional one-third of
date of grant shares subject to the Option

Each of the dates on which an installment of the Option becomes
exercisable pursuant to this paragraph 26 shall be referred to as the
"Annual Vesting Date".

In addition to the number of shares as to which the Option may be
exercised in accordance with this paragraph 26, if the optionee ceases to be
a director of the Company for any reason, other than by reason of a
voluntary resignation by such director, the optionee may exercise an Option
granted pursuant to this Part II for the additional number of shares as is
determined by multiplying (i) the number of shares that would otherwise vest
on the next anniversary of the date of grant by (ii) the quotient obtained
by dividing (A) the number of full months elapsed between the later of the
date on which the Option was granted to the Optionee and the most recent
Annual Vesting Date Prior to the date the Optionee ceased to be a director
of the Company (the "Termination Date") and the Termination Date divided by
(B) 12, provided, however, such number of shares shall be rounded down to
the nearest whole number of shares.

Notwithstanding the foregoing and notwithstanding the last sentence
of paragraph 11B, upon a Change of Control (as defined below), any
then-unexercisable portion of a Option granted pursuant to this Part II
shall become immediately and fully exercisable. For purposes of this
paragraph 26A, "Change of Control" shall mean the closing of: (i) a
merger, consolidation, liquidation or reorganization of the Company into or
with another Company or other legal person, after which merger,
consolidation, liquidation or reorganization the capital stock of the
Company outstanding prior to consummation of the transaction is not
converted into or exchanged for or does not represent more than 50% of the
aggregate voting power of the surviving or resulting entity; (ii) the direct
or indirect acquisition by any person (as the term "person" is used in
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended) of more than 50% of the voting capital stock of the Company, in a
single or series of related transactions; or (iii) the sale, exchange, or
transfer of all or substantially all of the Company's assets (other than a
sale, exchange or transfer to one or more entities where the stockholders of
the Company immediately before such sale, exchange or transfer retain,
directly or indirectly, at least a majority of the beneficial interest in
the voting stock of the entities to which the assets were transferred).
<PAGE> 50
-15-

B. TRANSFERABILITY AND ASSIGNABILITY. Except as set forth below, (i)
no Non-Qualified Options granted pursuant to this Part II shall be
assignable or transferable by the optionee except by will or by the laws of
descent and distribution; and (ii) during the lifetime of the optionee each
Non-Qualified Option granted pursuant to this Part II shall be exercisable
only by the optionee. Notwithstanding the foregoing, all or a portion of
the Non-Qualified Options granted pursuant to this Part II to an optionee
will be transferable by such optionee to (i) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii)
a partnership of which such Immediate Family Members are the only partners,
provided that subsequent transfers of the transferred Non-Qualified Option
shall be prohibited except in accordance with this paragraph 26B. Following
any such transfer, any such Options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of paragraph 11, hereof the term "optionee"
shall be deemed to refer to the transferee. The termination of Option
Rights set forth in paragraph 27 hereof shall continue to be applied with
respect to the original optionee, following which the Options shall be
exercisable by the transferee only to the extent, and for the periods
specified therein.

27. TERMINATION OF OPTION RIGHTS. In the event an optionee ceases to be
a member of the Board for any reason, any then unexercised portion of Options
granted to such optionee shall, to the extent not then vested, immediately
terminate and become void; any portion of an Option which is then vested but has
not been exercised at the time the optionee so ceases to be a member of the
Board may be exercised, to the extent it is then vested, by the optionee within
270 days of the date the optionee ceased to be a member of the Board; and all
Options shall terminate after such 270 days have expired.

28. OPTION AGREEMENT. Each Non-Qualified Option granted under the
provisions of this Part II shall be evidenced by an option agreement, which
agreement shall be duly executed and delivered on behalf of the Company and by
the optionee to whom such Option is granted. The option agreement shall contain
such terms, provisions and conditions not inconsistent with this Plan as may be
determined by the officer executing it.

<PAGE> 51

PAREXEL INTERNATIONAL CORPORATION
PROXY FOR 1997 ANNUAL MEETING OF STOCKHOLDERS -- NOVEMBER 13, 1997
SOLICITED BY THE BOARD OF DIRECTORS

The undersigned Stockholder of PAREXEL International Corporation, a
Massachusetts corporation, revoking all prior proxies, hereby appoints Josef H.
von Rickenbach and William T. Sobo, Jr. and each of them, proxies, with full
power of substitution, to vote all shares of Common Stock of PAREXEL
International Corporation which the undersigned is entitled to vote at the 1997
Annual Meeting of Stockholders of the Company to be held at the Harvard Club,
One Federal Street, Boston, Massachusetts on November 13, 1997 at 3:00 p.m.,
local time, and at any adjournments thereof, upon matters set forth in the
Notice of Annual Meeting of Stockholders and Proxy Statement dated October 8,
1997, a copy of which has been received by the undersigned, and in their
discretion upon any other business that may properly come before the meeting or
any adjournments thereof. Attendance of the undersigned at the meeting or at any
adjourned session thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate thereat the intention of the
undersigned to vote said shares in person.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF
NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE
PROPOSALS IN ITEMS 2 AND 3.

<TABLE>
<S> <C> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

1. To elect two (2) Class II Directors
to serve for three year terms.

NOMINEES: James L. Saalfield 2. To approve a proposal to amend and restate the 1995 For Against Withheld
Stock Plan (the "1995 Plan"): [ ] [ ] [ ]
For Withheld
[ ] [ ] (a) in connection with the termination of the 1995
Non-Employee Director Stock Option Plan (the
"Director Plan") and the resulting elimination of
the annual automatic grant to each non-employee
director of an option to purchase 20,000 shares of
Common Stock of the Company,
Serge Okun
(i) to transfer all remaining shares available
For Withheld for grant under the Director Plan to the 1995
[ ] [ ] Plan, without increasing the aggregate number
of shares available for grant under all of the
Company's stock option plans, and

(ii) to provide for an annual formula grant to
non-employee directors of an option to purchase
up to 15,000 shares of Common Stock of the
Company under the 1995 Plan, such grant being
dependent upon the attendance by such non-employee
director at meetings of the Board of Directors and
committees thereof; and

(b) to provide for the limited transferability of stock
options granted under the 1995 Plan.

3. To ratify the selection of Price Waterhouse LLP as
auditors for the fiscal year ending June 30, 1998. [ ] [ ] [ ]

MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT LEFT

THIS PROXY SHOULD BE DATED AND SIGNED BY THE STOCKHOLDER(S)
EXACTLY AS HIS OR HER NAME APPEARS HEREON AND RETURNED
PROMPTLY IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A
FIDUCIARY CAPACITY SHALL SO INDICATE. IF SHARES ARE HELD BY
JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN.

Signature:______________________________ Date_______________

Signature:______________________________ Date_______________
</TABLE>