Bassin Amended Options and RSA


    


     

    August
      6,
      2007

    


    David
      Bassin

    


    
      	 	
              Re:

            	
              Amendment
                to Stock Option Agreement (s) /Restricted Stock Award
                Agreement(s) 

            


    

    


    Dear
      David:

    


    As
      you
      know, inVentiv Health, Inc. (the “Corporation”) has previously granted to you
      certain options (the “Options”) to purchase shares of common stock, $0.001 par
      value, of the Corporation. As of the date hereof, you are the owner of the
      following Options:

    


    
      	
              Option
                Number

            	
              Option
                Grant Date

            	
              Number
                of Option Shares

            
	
              00001750

            	
              12/10/2003

            	
              5,500

            
	
              00001918

            	
              11/1/2004

            	
              15,000

            
	
              00002585

            	
              1/22/2007

            	
              10,960

            


    

    


    Additionally,
      you have been awarded restricted shares of common stock, par value $.001 per
      share, of the Corporation (the “Restricted Stock”).
      As of
      this date hereof, you have been awarded the following Restricted Stock
      grants:

    


    
      	
              Award
                Number

            	
              Award
                Date

            	
              Number
                of Restricted Shares

            
	
              00002215

            	
              1/3/2006

            	
              2,750

            
	
              00002602*

            	
              1/22/2007

            	
              5,015

            
	
              00002623

            	
              1/22/2007

            	
              5,015

            


    

    


    *
      denotes
      a performance based grant.

    


    We
      hereby
      confirm the following:

    


    1.
      Section 1(c) of each option agreement/notice of grant relating to the Options
      listed above is hereby amended to provide that such Options and the shares
      of
      common stock subject thereto shall immediately vest upon a Change of Control
      (as
      defined in Section 5(f) of the Employment Agreement dated January 1, 2003
      between you and the Corporation, as previously amended). 

    


    2.
      Section 3 of each of the notices of grant relating to award numbers 00002215
      and
      00002623 is hereby amended to provide that the shares of Restricted Stock
      subject thereto shall immediately vest upon a Change of Control.

    


    3. Section
      3
      of the notice of grant relating to award number 00002602 is hereby amended
      to
      provide that upon a Change of Control, a number of shares of Restricted Stock
      subject thereto equal to the Target Number (as defined in such notice of grant)
      shall immediately vest.

    


    4. All
      future grants of Options and Restricted Shares will provide for immediate
      vesting upon a Change of Control.

    


    
      	2.  	
              Continuing
                Effectiveness of Stock Option Agreements/ Restricted Stock
                Awards

            


    

    


    Except
      as
      modified herein, the above-referenced award documentation remains in full force
      and effect.

    


    


    Very
      truly yours,

    


    INVENTIV
      HEALTH, INC.

    


    


    By:        
      /s/ Eran Broshy       

    Eran
      Broshy

    Chairman
      & CEO 

    


                                                                          /s/
      David Bassin

    Accepted
      and agreed to by:        Dated:
      8/6/07          David
      Bassin