EXHIBIT 10.6

                        AMENDMENT NO. 1 TO CHANGE OF CONTROL/SEVERANCE AGREEMENT

      This AMENDMENT NO. 1 TO CHANGE OF CONTROL/SEVERANCE AGREEMENT, dated as of
February 7, 2006 by and between PAREXEL International Corporation (together with
all subsidiaries or affiliates hereinafter referred to as the "Company") and
Mark A. Goldberg (the "Executive").

      WHEREAS, the Executive and the Company are parties to a Change of
Control/Severance Agreement (the "Agreement"), dated as of December 16, 2005;
and

      WHEREAS, the Executive and the Company desire to amend the Agreement as
set forth herein.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive agree
as follows:

      1. Section 2(a)(4) of the Agreement is hereby amended and restated in its
entirety to read as follows:

      "(4)  On the Change of Control, cause any unvested portion of any
            qualified or non-qualified capital accumulation benefits, and any
            unvested portion of any qualified or non-qualified awards made
            pursuant to any stock incentive plans, including, but not limited
            to, restricted stock units, restricted stock, stock appreciation
            rights and all other equity based awards (but excluding stock
            options), to become immediately vested (subject to applicable law)."


      2. Section 3(a)(4) of the Agreement is hereby amended and restated in its
entirety to read as follows:

      "(4)  Cause any unvested portion of any qualified or non-qualified capital
            accumulation benefits, and any portion of any qualified or
            non-qualified awards made pursuant to any stock incentive plans,
            including, but not limited to, restricted stock units, restricted
            stock, stock appreciation rights and all other equity based awards
            (but excluding stock options), to become immediately vested (subject
            to applicable law)."


      3. All other terms and conditions of the Agreement not otherwise amended
herein shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the date first written above.

                                              The Company:

                                              PAREXEL INTERNATIONAL CORPORATION

                                              By: /s/ Josef H. von Rickenbach
                                                 -------------------------------

                                              Name: Josef H. von Rickenbach

                                              Title: Chairman and CEO

                                              The Executive:

                                              Signature: /s/ Mark A. Goldberg
                                                        ------------------------

                                              Printed Name: Mark A. Goldberg

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