EXHIBIT 10.3

                        PAREXEL INTERNATIONAL CORPORATION

                       NONQUALIFIED DEFERRED COMPENSATION
                                 PLAN AGREEMENT

                                 Amendment No. 1

                                  July 1, 2003

The Nonqualified Deferred Compensation Plan Agreement (the "Plan")
         of PAREXEL International Corporation is hereby amended as follows
         (capitalized terms used herein and not defined herein shall have the
         respective meaning ascribed to such terms in the Plan):

A new Section 4.1C is hereby added to the Plan to read in its entirety as
follows:

                  "4.1C        CONTRIBUTION OF STOCK

                               Notwithstanding anything contained herein to the
                               contrary, in addition to the deferral of
                               Compensation pursuant to the Plan, the Plan may
                               accept the transfer of amounts or assets deferred
                               by a Participant under any other deferral
                               arrangement provided by the Company, including
                               without limitation, any shares of Common Stock of
                               the Adopting Employer which, but for such
                               deferral, (i) would be issued to the Participant
                               upon exercise of stock options granted by the
                               Adopting Employer or (ii) be vested and
                               nonforfeitable in the case of restricted stock
                               issued to the Participant. Notwithstanding the
                               preceding provisions of this section 4.1C, any
                               amounts deferred in the form of shares of Common
                               Stock of the Adopting Employer shall be accounted
                               for on a share by share basis and when
                               distributed, shall be distributed in the form of
                               shares of Common Stock of the Adopting Employer."

Except as aforesaid, the Plan shall remain in full force and effect.

                              Adopted by the Board of Directors on July 1, 2003.