February
27, 2008






inVentiv
Health, Inc.




200
Cottontail Lane




Vantage
Court North




Somerset,
New Jersey 08873







Attn:  David
Bassin, Chief Financial Officer




Re:                      Revolving Credit
Facility




Ladies
and Gentlemen:




BLUE RIDGE INVESTMENTS, L.L.C.
(“Lender”) is
pleased to make available to INVENTIV HEALTH, INC., a
Delaware corporation (“Borrower”), a
reducing line of credit facility on the terms and conditions set forth below and
in that certain Promissory Note dated as of even date herewith executed by
Borrower in favor of Lender substantially in the form attached hereto (the
“Note”).  Terms
not defined herein have the meanings assigned to them in the Note).




Commitment
            Subject
      to the terms and conditions set forth herein and in the Note, Lender
      agrees to make available to Borrower in multiple drawdowns until the
      Maturity Date one or more term loans (each, a “Loan” and
      collectively, the “Loans”) in an
      aggregate principal amount not exceeding Thirty Million Five Hundred
      Twenty Seven Thousand Three Hundred and Sixteen Dollars ($30,527,316)
      (as such amount is reduced in accordance with the requirements of the
      Note, the “Commitment”).  Within
      the foregoing limit, Borrower may borrow, repay and reborrow Loans until
      the Maturity Date up to the Commitment, subject to the conditions set
      forth herein and in the Note. Borrower may permanently reduce or terminate
      the Commitment by giving five days’ written notice to
    Lender.




Interest:
            Each
      Loan shall bear interest at the rate(s) of interest described in the
      Note.  Accrued and unpaid interest on each Loan shall be due and
      payable as set forth in the Note.




Principal:
            Any
      redemptions resulting in cash distributions received by Borrower in
      connection with Borrower’s ownership interest in Columbia Strategic Cash
      Portfolio, a series of Columbia Qualified Purchaser Funds, LLC, a Delaware
      limited liability company (“Columbia Strategic Cash Fund”), shall be
      applied to reduce the outstanding principal amount of the
      Loans.  The Commitment shall be permanently reduced by the
      amount of the cash distribution.  With each borrowing request,
      Borrower shall certify in writing to the Lender that the total borrowings
      under the Commitment, including the requested Loan, do not exceed 100% of
      the Borrower’s account value in the Columbia Strategic Cash Fund,
      calculated based on the current net asset value of the Borrower’s
      ownership interest in the Fund (“Borrowing Base”).  If at any
      time the outstanding principal amount of the Loans exceeds the Borrowing
      Base by an amount greater than or equal to $150,000, the Borrower shall
      repay to the Lender the difference between the Borrowing Base and the
      outstanding principal balance of the Note within two business days of
      demand therefor by the Lender.




Maturity
      Date:
            The
      outstanding principal of each Loan shall be due and payable on the dates
      set forth in the Note, but no later than the earlier of (i) the next
      succeeding business day after the date of the last redemption by inVentiv
      of all of its remaining shares in the Columbia Strategic Cash Fund, or
      (ii) December 1, 2008 (the “Maturity
      Date”).  Loans may be prepaid as described in the
      Note.




Guaranty:                       Indebtedness
      under the Note shall be guaranteed by all subsidiaries of the Borrower
      that are now or hereafter Subsidiary Guarantors under that certain Amended
      and Restated Credit Agreement, dated as of July 6, 2007, among the
      Borrower, Subsidiary Guarantors, the Lenders, UBS Securities LLC, as
      bookmanager, KeyBank N.A. as co-documentation agent, General Electric
      Capital Corporation, as co-documentation agent, UBS Loan Finance LLC, as
      swingline lender, UBS AG, Stamford Branch, as issuing Bank and
      Administrative Agent and Collateral Agent, Banc of America Securities LLC,
      as joint lead arranger, and Bank of America, N.A. as syndication agent (as
      may be amended, restated or replaced from time to time, the “Credit
      Agreement”), pursuant to a Guaranty substantially in the form
      attached.




Requests
      for Loans:
            Any
      request for a Loan must be received by Lender at the address, telephone
      number or facsimile number listed below Lender’s signature not later than
      1:00 p.m. Boston time, on the date of the requested Loan (which must be a
      day on which Lender is open to conduct substantially all of its
      business).





Documentation:
            The
      Loans shall be evidenced by the Note.   Borrower shall
      execute and deliver to Lender such other documents evidencing the Loan as
      Lender may reasonably request from time to
time.




Termination:
            Borrower
      may terminate this letter agreement by notice to Lender at any time when
      there are no Loans outstanding.  Upon any such termination,
      Lender shall return the original Note to Borrower marked
      “cancelled”.




Notice:
            Lender
      hereby notifies Borrower that pursuant to the requirements of the USA
      PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26,
      2001)) (the “Act”), Lender
      is required to obtain, verify and record information that identifies
      Borrower, which information includes the name and address
    of




Borrower
      and other information that will allow Lender to identify Borrower in
      accordance with the Act.




Please
indicate your agreement to the foregoing by signing and returning to Lender the
enclosed copy of this letter at the address shown immediately beneath its
signature below.






Very
truly yours,




Address for Lender for Notices of
      Borrowing:
              Blue
      Ridge Investments, L.L.C.
              901
      Main Street, 22nd Floor
              Dallas,
      Texas  75202-3714
              Phone:  214-209-4742
              Fax:  214-290-8387
              Attention:
      Judy Schneidmiller
              Judy.l.schneidmiller@bankofamerica.com
              
              Address for Other Notices to
      Lender:
              Blue
      Ridge Investments, L.L.C.
              214
      N. Tryon Street
              Charlotte,
      North Carolina
              Attention:  George
      Carp
              Senior
      Vice President
              Facsimile:
      704-683-4684
              
              With
      a copy of all notices to:
              David
      Bardwil
              Bank
      of America
              Senior
      Vice President
              750
      Walnut Ave
              Cranford,
      New Jersey 07016
            BLUE
      RIDGE INVESTMENTS, L.L.C.
              By  /s/ George
      Carp
              
              Name  George
      Carp
              
              Title  SVP
      Finance




Acknowledged
and Agreed:




INVENTIV
HEALTH, INC.









By:  /s/ David
Bassin




Name:  David
Bassin




Title:  CFO









Address for Notices to
Borrower:








inVentiv
Health, Inc.


200
Cottontail Lane


Vantage
Court North


Somerset,
New Jersey  08873


Attention:  Chief
Financial Officer


Telephone:  (732)
537-5006


Facsimile:  (732)
537-5033





with a
copy to





Kenneth
G. Alberstadt


Akerman
Senterfitt LLP


335
Madison Avenue, Suite 2600


New York,
New York  10017


Telephone:  (212)
880-3817


Facsimile:  (212)
880-8965












PROMISSORY
NOTE




$30,527,316                                                                                                                               February 27, 2008




FOR VALUE
RECEIVED, the undersigned, INVENTIV HEALTH, INC., a
Delaware corporation (“Borrower”), hereby
promises to pay to the order of BLUE RIDGE INVESTMENTS L.L.C.
(“Lender”), at
its office as Lender may designate from time to time, in lawful money of the
United States of America and in immediately available funds, the principal
amount of Thirty Million Five Hundred Twenty Seven Thousand Three Hundred
Sixteen Dollars ($30,527,316)
or such lesser amount as shall equal the aggregate unpaid principal amount of
advances (each a “Loan” and
collectively the “Loans”) made by
Lender to Borrower under this Promissory Note (this “Note”), and to pay
interest on the unpaid principal amount of the Loans at the rate per annum and
on the dates specified below.  Loans hereunder are also subject to the
terms and conditions set forth in that certain letter loan agreement dated as of
even date herewith between Borrower and Lender (the “Letter
Agreement”).  Terms not defined herein have the meanings
assigned to them in the Letter Agreement.




Borrower
may request Loans by irrevocable notice to be given to Lender in accordance with
the Letter Agreement.






Each Loan
shall bear interest at a rate per year equal to the BBA LIBOR Daily Floating
Rate plus 0.35% per annum.  The BBA LIBOR Daily Floating Rate is a
fluctuating rate of interest equal to the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”) , as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as selected by Bank from time to time) as determined for
each banking day at approximately 11:00 a.m. London time two (2) London Banking
Days
prior to the date in question, for U.S. Dollar deposits (for delivery on the
first day of such interest period) with a one month term, as customarily
adjusted from time to time in Lender’s reasonable discretion for changes in
reserve requirements, deposit insurance assessment rates and other regulatory
costs.  If such rate is not available at such time for any reason,
then the rate for that interest period will be determined by such alternate
method as is reasonably selected by Lender.  A "London Banking Day" is
a day on which banks in London are open for business.




Interest
on the principal of this Note shall be payable on the first of each month
commencing on April 1, 2008 and continuing on the same day of each month
thereafter until the indebtedness evidenced hereby is paid in
full.  Any cash principal distributions received by Borrower in
connection with Borrower’s ownership interest in the Columbia Strategic Cash
Fund, shall be applied to reduce the principal balance of this
Note.  Distributions of interest or earnings on the Columbia Strategic
Cash Fund will not be required to be applied to reduce the principal balance of
this Note.  If, at any time, the outstanding principal balance of this
Note exceeds the Borrower’s account value in the Columbia Strategic Cash Fund
based on the calculation described in the Letter Agreement , Borrower shall make
a principal payment hereunder equal to the difference between the account value
of the Fund and the outstanding principal of this Note within two business days
of demand therefor by the Lender. The Loans, and all accrued and unpaid interest
thereon, shall be due and payable in full on December 1, 2008.  Lender
may, if and to the extent any payment is not made when due hereunder, charge
from time to time against any or all of Borrower’s accounts with Lender any
amount so due. The Loans or any portion thereofmay be prepaid by Borrower at any timewithout premium or penalty.



















Each Loan
and each payment by Borrower will be evidenced by records kept by the
Lender.Interest
shall be computed on the basis of a year of 360 days and the actual days elapsed
(including the first day but excluding the last day).  Overdue
principal and, to the extent permitted by applicable law, interest shall bear
interest, payable upon demand, for each day from and including the due date to
but excluding the date of actual payment at a rate per annum 4% higher than the
rate of interest otherwise provided under this Note (2% higher than the rate of
interest otherwise provided under this Note if the overdue amount became due
solely as a result of a change in the net asset value of the Columbia Strategic
Cash Fund). Whenever any payment under this Note is due on a day that is not a
day Lender is open to conduct substantially all of its business, such payment
shall be made on the next succeeding day on which Lender is open to conduct
substantially all of its business, and such extension of time shall in such case
be included in the computation of the payment of interest.




The date,
amount, interest rate, and each payment of principal and interest due on this
Note, shall be recorded by Lender on its books, which record shall, in the
absence of manifest error, be conclusive as to such matters; provided, that the
failure of Lender to make any such record or any error therein shall not limit
or otherwise affect the obligations of Borrower hereunder.




Borrower
shall reimburse or compensate Lender, upon demand, for all costs incurred,
losses suffered or payments made by Lender which are applied or reasonably
allocated by Lender to the transactions contemplated herein (all as determined
by Lender in its reasonable discretion) by reason of any and all future changes
in reserve, deposit, capital adequacy or similar requirements or compliance by
Lender with any directive, or requirements from any regulatory authority,
whether or not having the force of law, in each case instituted after the date
hereof with respect to assets, liabilities or commitments of, or extensions of
credit by, Lender to the extent the foregoing result in a change to Lender of
the cost of extending or maintaining the Loans.




Borrower
hereby waives presentment, protest, demand, or other notice of any kind in
connection with this Note.




Borrower
represents and warrants to Lender that:  (a) it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization; (b) the execution, issuance and delivery of the Letter Agreement,
this Note and any other document, agreement or instrument executed and delivered
in connection herewith (collectively, the “Loan Documents”) are
within its powers and have been duly authorized; (c) each Loan Document is
valid, binding and enforceable in accordance with its terms, is not in violation
of law or regulation or of the terms of Borrower’s organizational documents, and
does not result in the breach of or constitute a default under any indenture,
agreement, instrument or undertaking to which Borrower is a party or by which it
or its property may be bound or affected; (d) the proceeds of the Loans shall be
used solely for general corporate purposes; provided, however, that
Borrower shall not use any part of the proceeds of any Loan to purchase or carry
any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System or to extend credit to others for the purpose of
purchasing or carrying any margin stock; (e) there is no event which is, or with
notice or lapse of time or both would be, an Event of Default (as defined below)
under this Note; and (f) the person or persons executing any Loan Document on
behalf of Borrower are duly appointed officers or other representatives of
Borrower with authority to execute and deliver each Loan Document on behalf of
Borrower.




The
obligation of Lender to make any Loan shall be subject to the condition that,
and the request of Borrower for a Loan and the receipt by Borrower of the
proceeds thereof shall be deemed a representation and warranty by Borrower that
as of the date of such request and receipt:  (a) all representations
and warranties contained in any Loan Document are true and correct and with the
same force and effect as though such representations and warranties had been
made on and as of the date of such request and receipt and (b) no Event of
Default under this Note exists or would result from the making of the
Loan.  Before Lender is required to make any Loan under this Note, it
must receive any documents provided for herein and any customary drawdown items
it may reasonably require, in form and content acceptable to
Lender.  It is agreed that opinions of counsel will not be required in
connection with any extension of credit hereunder.




Each of
the following shall constitute an Event of Default hereunder:  (a)
Borrower shall fail to pay within two business days of the date when due any
principal of or interest on any Loan; (b) Borrower shall fail to comply with
Borrowing Base requirement set forth in the Letter Agreement; (c)any other
covenant or agreement in any Loan Document and such failure continues for 10
business days after written notice thereof is given by Lender to Borrower; (d)
an event of default shall occur under the terms of any other indebtedness in
excess of $10,000,000 owing to Lender or any other creditor for which Borrower
or any of its subsidiaries is liable, whether as principal obligor, guarantor,
or otherwise, including, without limitation, a default under the Credit
Agreement; (e) any representation, warranty, certification, or statement made or
deemed made by Borrower to Lender shall prove to have been incorrect or
misleading in any material respect when made; (f) Borrower shall dissolve,
liquidate, or terminate its legal existence or shall convey, transfer, lease, or
dispose of (whether in one transaction or a series of transactions) all or
substantially all of its assets to any person or entity; (g) a petition shall be
filed by or against Borrower or any of its subsidiaries under any law relating
to bankruptcy, reorganization, or insolvency and, in the case of any such
petition filed against Borrower or any of its subsidiaries, shall not have been
dismissed within 60 days from the date of filing; or (h) Borrower or any of its
subsidiaries shall make an assignment for the benefit of creditors or fail
generally to pay its debts as they become due, or a receiver, trustee, or
similar official shall be appointed over Borrower or any of its subsidiaries or
a substantial portion of any of their respective assets.  If an Event
of Default shall have occurred, Lender may take any one or more of the following
actions: (i) terminate the Commitment, (ii) declare the outstanding principal of
and accrued and unpaid interest on this Note and the Loans, together with all
other amounts payable under any Loan Document, to be immediately due and payable
without presentment, protest, demand, or other notice of any kind, all of which
are hereby waived by Borrower and (iii) exercise any rights and remedies it may
have under this Note or any other Loan Document or under applicable law or in
equity; provided, however, that upon
the occurrence with respect to Borrower of any event specified in clause (g) or
(h) of the preceding sentence, the Commitment shall automatically terminate, and
the outstanding principal and accrued and unpaid interest on this Note and the
Loans, together with all other amounts payable hereunder, shall become
immediately due and payable without presentment, protest, demand, or other
notice of any kind, all of which are hereby waived by Borrower.




No
failure or delay by Lender in exercising, and no course of dealing with respect
to, any right, power, or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise of any right, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power, or privilege.  The rights and remedies of Lender
provided herein shall be cumulative and not exclusive of any other rights or
remedies provided by law.  If any provision of this Note shall be held
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions
hereof.  Except as set forth herein or therein, no provision of this
Note may be modified or waived except by a written instrument signed by Lender
and Borrower.




Borrower
will indemnify and hold Lender harmless from any losses, liabilities, damages,
judgments, and costs of any kind relating to or arising directly or indirectly
out of (a) this Note or any other Loan Document, (b) any credit extended by
Lender to Borrower hereunder or the use thereof, (c) any litigation or
proceeding related to or arising out of any Loan Document or any such credit, or
(d) failure by Borrower to comply with any law or regulation; provided that such indemnity
shall not (i) encompass any losses, liabilities, damages, judgments or costs
related to the Columbia Strategic Cash Fund, (ii) entitle Lender to any payment
with respect to legal fees or other transaction costs (including internal cost
allocations) incurred by Lender in order to extend or, other than during the
continuance of an Event of Default, maintain the credit provided for hereunder
or (iii)  be available to the extent that such losses, liabilities,
damages, judgments or costs (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of Lender or (y) result from a claim
brought by Borrower against Lender for breach in bad faith of Lender's
obligations hereunder or under any other Loan Document, if Borrower has obtained
a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.  This indemnity includes but is not
limited to attorneys’ fees , except as set forth above.  This
indemnity extends to Lender, its affiliates and the partners, directors,
officers, employees, agents and advisors of Lender and of Lender’s
affiliates.  This indemnity will survive repayment of Borrower’s
obligations to Lender under this Note and termination of the
Commitment.  All sums due to Lender pursuant to this paragraph shall
be due and payable upon demand.




This Note
shall be binding upon Borrower and its successors and assigns and inure to the
benefit of Lender and its successors and assigns, provided, however, that no
obligations or rights of Borrower hereunder can be assigned without the prior
written consent of Lender.  Lender may assign to one or more banks or
other entities all or any part of, or may grant participations to one or more
banks or other entities in or to all or any part of, this Note, any other
document or agreement executed or delivered in connection herewith or any Loan
or Loans hereunder and its rights and obligations hereunder or thereunder.
Borrower agrees that Lender may disclose to any assignee or purchaser, or any
prospective assignee or purchaser, any and all information in Lender’s
possession concerning Borrower, this Note, and any security for this Note,
provided that the disclosure of any information that is identified by Borrower
as material non-public information must be made subject to an acknowledgment by
the recipient of the same and the undertaking of such recipient not to engage in
any transaction in securities of Borrower on the basis thereof in violation of
applicable law, including Section 10(b) of the Securities and Exchange Act of
1934, as amended, and Rule 10b-5 thereunder.




Borrower
shall pay on demand all costs and expenses (including reasonable attorneys’ fees
and the allocated costs of internal counsel) incurred by Lender in connection
with the enforcement or attempted enforcement of this Note or any Loan Document
upon the occurrence of an Event of Default.




Notwithstanding
the other provisions of this Note, the interest rate will not exceed the maximum
rate permitted by federal law or other law applicable to Lender, whichever is
higher.  If, at any time, the rate of interest, together with all
amounts which constitute interest and which are reserved, charged or taken by
Lender as compensation for fees, services or expenses incidental to the making,
negotiating or collection of the Loans, shall be deemed by any competent court
of law, governmental agency or tribunal to exceed the maximum rate of interest
permitted to be charged by Lender to Borrower under applicable law, then, during
such time as such rate of interest would be deemed excessive, that portion of
each sum paid attributable to that portion of such interest rate that exceeds
the maximum rate of interest so permitted shall be deemed a voluntary prepayment
of principal.  As used herein, the term “applicable law” shall mean
the law in effect as of the date hereof; provided, however, that in the event
there is a change in the law which results in a higher permissible rate of
interest, then this Note shall be governed by such new law as of its effective
date.




All
notices required under this Note shall be in writing and shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to Borrower or Lender, as the case may be, at its address set forth below, or
sent by facsimile to the facsimile number set forth for such party below, or to
such other addresses or facsimile numbers as Lender and Borrower may specify
from time to time in writing.  Notices and other communications sent
by (a) first class mail shall be deemed delivered on the earlier of actual
receipt or on the fourth business day after deposit in the U.S. mail, postage
prepaid, (b) overnight courier shall be deemed delivered on the next business
day after deposit with the overnight courier, (c) other methods of hand-delivery
(including telegram, lettergram or mailgram) shall be deemed delivered when
delivered, and (d) facsimile shall be deemed delivered upon receipt of
confirmation.




This Note
shall be governed by and construed in accordance with the laws of the State of
New York and the applicable laws of the United States of America, without regard
to principles of conflict of laws.




BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE, ANY OTHER DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF BORROWER AND LENDER AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AGAINST BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.




BORROWER
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY COURT REFERRED TO IN THE
IMMEDIATELY PRECEDING PARAGRAPH.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.




BORROWER
HERETO IRREVOCABLY AGREES THAT SERVICE OF PROCESS BY LENDER IN CONNECTION WITH
ANY SUCH ACTION OR PROCEEDING SHALL BE BINDING ON BORROWER IF SENT TO BORROWER
BY REGISTERED OR CERTIFIED MAIL AT ITS ADDRESS SPECIFIED BELOW OR SUCH OTHER
ADDRESS AS FROM TIME TO TIME NOTIFIED BY BORROWER IN ACCORDANCE WITH THE TERMS
HEREOF.  NOTHING IN THIS NOTE WILL AFFECT THE RIGHT OF LENDER OR
BORROWER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.




EACH OF
BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, ANY
OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY).  EACH OF BORROWER AND LENDER (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT HAS BEEN INDUCED TO ENTER INTO OR ACCEPT THIS NOTE BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
















THIS NOTE
AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




Borrower
has caused this Note to be duly executed as of the date first above
written.






INVENTIV
HEALTH, INC.









By:
___________________________




Title:
__________________________




Address
for Notices:




200
Cottontail Lane




Vantage
Court North




Somerset,
New Jersey 08873




Attention:_______________________




Facsimile:


Address
      for Notices to Lender:




Address for Lender for
Notices of Borrowing:




Blue
Ridge Investments, L.L.C.


901 Main
Street, 22nd Floor


Dallas,
Texas  75202-3714


Phone:  214-209-4742


Fax:  214-290-8387


Attention:
Judy Schneidmiller


Judy.l.schneidmiller@bankofamerica.com







Address for Other Notices to
Lender:




Blue
Ridge Investments, L.L.C.


214 N.
Tryon Street


Charlotte,
North Carolina


Attention:  George
Carp


Senior
Vice President


Facsimile:
704-683-4684





With a
copy of all notices to:


David
Bardwil


Senior
Vice President


750
Walnut Ave


Cranford,
New Jersey 07016





May ___,
2008








inVentiv
Health, Inc.


200
Cottontail Lane


Vantage
Court North


Somerset,
New Jersey  08873


Attention:
Attn:  David Bassin, Chief Financial Officer


with a
copy to





Kenneth
G. Alberstadt


Akerman
Senterfitt LLP


335
Madison Avenue, Suite 2600


New York,
New York  10017





Re:  Extension
of Maturity Date





Dear Mr.
Bassin:





Reference is made to the Letter
Agreement, dated February 27, 2008, by and between, Blue Ridge Investments,
L.L.C., as Lender, and inVentiv Health, Inc., as Borrower (the “Letter
Agreement”), and to Promissory Note, dated February 27, 2008, in favor of the
Lender evidencing a revolving credit facility in the maximum principal amount of
Thirty Million Five Hundred Twenty Seven Thousand Three Hundred Sixteen Dollars
($30,527,316) (the “Note”).





The Borrower has requested that the
Letter Agreement, Note, and all documents, instruments and agreements that
evidence, govern, guaranty or secure the Note (the "Loan Documents") be modified
for the purpose of extending the Maturity Date of the Loan Documents (as such
term is defined in the Letter Agreement) and the Lender has agreed to such
extension.





The Lender agrees that the Maturity
Date as set forth in the Loan Documents shall be extended from December 1, 2008
to July 1, 2009.Nothing herein contained or implied shall be construed as a
waiver of any other provision of the Loan Documents or any other document
executed in connection with the Loan Documents or a waiver of any presently
existing or future default in the non-payment of principal and/or interest or
any other amounts due under the Loan Documents.





The Borrower hereby warrants and
represents that the representations and warranties contained in the Loan
Documents continue to be true and correct and that no event of default, and no
event which with the giving of notice or lapse of time or both would become an
event of default, has occurred or is continuing under the Loan
Documents.





The Borrower and each guarantor hereby
ratify and confirm in all respects and without condition all of the terms and
provisions of the Loan Documents, as modified herein, as applicable, and each
agrees that said terms and provisions, except to the extent expressly modified
herein, continue in full force and effect.





This letter shall be binding upon the
Borrower and each endorser and guarantor of the Loan Documents and their
respective successors, heirs and assigns and shall inure to the benefit of the
Lender and its successors and assigns.  This Agreement shall take
effect as a sealed instrument and shall be governed by the laws of the State of
New York.





In no event shall this letter agreement
constitute or be construed as a waiver or release of the obligations of any
maker, guarantor, endorser or other person liable for the Borrower’s obligations
under the Note, and the obligations of such parties shall remain in full force
and effect.





If this letter extending the Maturity
Date is acceptable, please acknowledge below and return the acknowledged copy to
me.





Sincerely,





BLUE RIDGE INVESTMENTS,
L.L.C.








By:  _/s/ John
Hieberdiel_________________


Name:  John
Hieberdiel


Title:  VP; Controller








This
letter is agreed to by:





WITNESS:INVENTIV
      HEALTH, INC./s/ Marie
      DeLoach____________________
            By:/s/ David
      Bassin________________
              NAME:  David
      Bassin
              TITLE:  CFO





GUARANTORS:





ADHERIS,
INC.


ADDISON WHITNEY LLC


ANOVA CLINICAL RESOURCES
LLC


AWAC
LLC


BIOSECTOR
2 LLC


BLUE
DIESEL, LLC


CADENT
MEDICAL COMMUNICATIONS, LLC


CHAMBERLAIN
COMMUNICATIONSGROUP, INC.


CHAMBERLAIN
COMMUNICATIONS LLC CHANDLER CHICCO LLC


CHANDLER
CHICCO AGENCY, LLC CREATIVE HEALTHCARE SOLUTIONS,LLC


DIALOGCOACH
LLC


FRANKLIN
PHARMA SERVICES, LLC GERBIG, SNELL/WEISHEIMERADVERTISING, LLC


HEALTH
PRODUCTS RESEARCH, INC.


HHI
CLINICAL & STATISTICALRESEARCH SERVICES, L.L.C.


IGNITE
HEALTH LLC


INCHORD
GLOBAL, LLC


INCHORD
HOLDING CORPORATION


INVENTIV
CLINICAL SOLUTIONS LLC INVENTIV COMMUNICATIONS, INC.


MEDCONFERENCE
LLC


MEDFOCUS
LLC


NAVICOR
GROUP, LLC PHARMACEUTICAL RESOURCESOLUTIONS LLC


PROMOTECH
RESEARCH ASSOCIATES, INC.


SMITH
HANLEY ASSOCIATES LLC


SMITH
HANLEY CONSULTING GROUPLLC


SMITH
HANLEY HOLDINGCORPORATION


STONEFLY
COMMUNICATIONS GROUP, LLC


STRATEGYX,
LLC


SYNERGOS
LLC


VENTIV
COMMERCIAL SERVICES, LLC


Y BRAND
OUTLOOK, LLC











By: /s/ David
Bassin_______


Printed Name:  David
Bassin