May
      11,
      2007





David
      Bassin





Re:
            Amendment
                to Stock Option Agreement


(s)
      /Restricted Stock Award Agreement(s) and
      Employment Agreement





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 Shares00001750
            12/10/2003
            5,50000001918
            11/1/2004
            15,00000002585
            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 Shares00002215
            1/3/2006
            2,75000002602*
            1/22/2007
            5,01500002623
            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 in the event that your
      employment with the Corporation is terminated by the Corporation “Without Cause”
(as defined in Section 5(d) of the Employment Agreement dated January 1, 2003
      between you and the Corporation (the “Employment Agreement”)) within six (6)
      months following a “Change of Control” (as defined in Section 5(f) of the
      Employment Agreement) of the Corporation.





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 in the event that your employment with
      the Corporation is terminated by the Corporation “Without Cause” within six (6)
      months following a “Change of Control” (in each case as so
      defined).





3.  Section
      3
      of the notice of grant relating to award number 00002602 is hereby amended
      to
      provide that in the event your employment with the Corporation is terminated
      by
      the Corporation “Without Cause” within six (6) months following a “Change of
      Control” (in each case as so defined), 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 that the shares
      shall immediately vest in the event that your employment with the Corporation
      is
      terminated by the Corporation “Without Cause” within six (6) months following 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.





|**3.** | **Amendment
              to Employment Agreement**
|------ | ---------------------------------------------------




This
      letter shall serve to amend the January 1, 2003 Employment Agreement between
      you
      and the Company, as amended by the Amendment thereto dated April 1, 2003 (the
      "Employment Agreement"), in accordance with the following:





|**a.** | ******Duties.**
|------ | ---------------



The
      first
      sentence of Section 2 of the Employment Agreement is hereby amended to read
      as
      follows:




The
      Executive shall serve as the Company’s Chief Financial Officer and shall perform
      such duties, functions and responsibilities as are associated with and incident
      to that position and as the Company may, from time to time, require of
      him.




|**b.** | ******Fringe
              Benefits.**
|------ | --------------------------------------



A
      sentence shall be added at the end of Paragraph 3 (b) **** to
      read
      as follows:







In
      addition to the benefits described above, the Company shall pay for the annual
      Country Club Membership dues on behalf of the Executive. Such annual dues shall
      be approximately $8,000.00 per annum, adjusted for reasonable annual increases
      by the Country Club..









**c.**  **Base
      Salary** **.**




The
      first
      sentence of Section 3 (a) of the Employment Agreement is hereby amended to
      read
      as follows:




The
      Company shall pay the Executive a base salary at an annual rate of $290,000
      payable at such times and in accordance with the Company's customary payroll
      practices as they may be adopted or modified from time to time.







**d.**  **Bonus.**




Section
      3
      (c) **** of
      the
      Employment Agreement is hereby amended to read as follows:







The
      Executive shall be eligible for a bonus in each calendar year, based on the
      Executive’s success in reaching or exceeding performance objectives as
      determined by the Chief Executive Officer or his/her designee, the amount of
      such bonus, if any, to be determined in the discretion of the Company, and
      subject to the Executive remaining employed by the Company through the bonus
      payout date. Such bonus payout will be paid at the same time bonuses are paid
      to
      executive officers generally. The bonus range shall be 0 - 100% (50% target)
      of
      the Executive’s then current base salary, with the amount of such bonus, if any,
      that is awarded remaining subject to the discretion of the Company.




**d.** Car
      allowance.




Section
      3(g) of the Employment Agreement is hereby amended to read as
      follows”




During
      the period of the Executive’s employment by the Company shall pay to the
      Executive as a car allowance the gross amount of $800 per month.




**e.**  **Additional
      Pay** **.**





The
      first
      sentence of Section 3(h) of the Employment Agreement is hereby amended to read
      as follows:





If
      there
      is a Change in Control (as defined in paragraph 5(e) herein), and the Executive
      is employed by the Company upon the Change in Control, and, the Executive has
      satisfactorily performed all assigned duties, including using his best efforts
      to facilitate a Change in Control, the Company shall award the Executive
      fifty-two (52) weeks base pay (subject to the provisions of the next sentence),
      minus such deductions as may be required by law or reasonably requested by
      the
      Executive.




**f.**  **Continuing**  **Effectiveness
      of Employment Agreement**




Except
      as
      modified herein, the Employment Agreement shall remain in full force and effect
      in accordance with its terms.







Very
      truly yours,





INVENTIV
      HEALTH, INC.








By:_ /s/
      Eran Broshy _________________


Eran
      Broshy


Chairman
      & CEO








Accepted
      and agreed to by:_ /s/
      David Bassin _____________   Dated:______________          David
      Bassin