EXHIBIT 10.2

                        PAREXEL INTERNATIONAL CORPORATION

                                 Amendment No. 1
                                       to
                            2001 STOCK INCENTIVE PLAN

The 2001 Stock Incentive Plan (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):

Section 5(f) shall be amended and restated in its entirety to read as follows:

         "(f) Payment Upon Exercise. Common Stock purchased upon the exercise of
         an Option granted under the Plan shall be paid for as follows:

                  (1)      in cash or by check, payable to the order of the
                           Company;

                  (2)      except as the Board may, in its sole discretion,
                           otherwise provide in an option agreement, by (i)
                           delivery of an irrevocable and unconditional
                           undertaking by a creditworthy broker to deliver
                           promptly to the Company sufficient funds to pay the
                           exercise price and any required tax withholding or
                           (ii) delivery by the Participant to the Company of a
                           copy of irrevocable and unconditional instructions to
                           a creditworthy broker to deliver promptly to the
                           Company cash or a check sufficient to pay the
                           exercise price and any required tax withholding;

                  (3)      by delivery of shares of Common Stock owned by the
                           Participant valued at their Fair Market Value,
                           provided (i) such method of payment is then permitted
                           under applicable law and (ii) such Common Stock, if
                           acquired directly from the Company was owned by the
                           Participant at least six months prior to such
                           delivery;

                  (4)      to the extent permitted by the Board, in its sole
                           discretion by (i) delivery of a promissory note of
                           the Participant to the Company on terms determined by
                           the Board, or (ii) payment of such other lawful
                           consideration as the Board may determine; or

                  (5)      by any combination of the above permitted forms of
                           payment.

                  A holder of an option who is a participant in a deferred
         compensation plan established by the Company may elect, with the
         permission of the Committee and in accordance with such rules as may be
         established by the Committee from time to time, to defer the receipt of
         any shares of Common Stock issuable upon the exercise of an Option,
         provided that such election is irrevocable and that such election is



         made at least a specified number of days prior to the exercise of the
         Option which number of days shall be determined by the Committee. The
         optionee's account under such deferred compensation plan shall be
         credited with a number of shares of Common Stock equal to the number of
         shares so deferred."

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

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