January
        23, 2006
 
 Terrell
        Herring
 
 
 **Re:**
              **Amendment
                  to Employment Agreement**
 
 Dear
        Terrell:
 
 This
        letter confirms our agreement and shall serve to amend the April 8, 2002
        Employment Agreement between you and the Company in accordance with the
        following:
 
 **a.**
            **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 provide life
        insurance to the Executive in a minimum amount of $1,000,000.
  **b.**
            **Bonus**  Paragraph
        3 (c) **** shall
        be
        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.
        Notwithstanding the foregoing, if the Executive remains employed by the Company
        through the bonus payout date, the Executive shall be entitled to a bonus
        range
        of 0 - 100% (50% target) of the Executive’s then current base salary, with the
        amount of such bonus, if any, remaining subject to the discretion of the
        Company.
  If
        the
        Executive remains employed through December 31, 2006, the Executive will
        be
        guaranteed a minimum bonus payout of $100,000.
  **c.**  **Additional
        Pay**
 
 Paragraph
        3 (g) **** shall
        be
        amended to read as follows:
  If
        there
        is a Change in Control (as defined in paragraph 5(f) herein), and the Executive
        is employed by the Company upon the Change in Control, and, in the sole judgment
        and discretion of the Company, 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 up to eighteen (18) months
        base
        pay, minus such deductions as may be required by law or reasonably requested
        by
        the Executive. The payment provided for in this paragraph 3(g) shall be payable
        in two equal installments, the first installment of nine (9) months shall
        be
        paid to the Executive within thirty (30) days following the Change in Control,
        and the second installment of nine (9) months shall be paid to the Executive
        on
        the earlier of (i) the six (6) month anniversary of the Change in Control
        or
        (ii) upon the termination Without Cause of the Executive’s employment by the
        Company; provided however, that no second installment payment shall be made
        hereunder if the Executive’s employment with the surviving or resulting entity
        is terminated for any reason or than by the Company Without Cause. If the
        Executive’s employment hereunder is terminated Without Cause within the two
        months immediately preceding the Change in Control, the Executive shall be
        entitled to eighteen (18) months base pay pursuant to this paragraph 3(g),
        minus
        such deductions as may be required by law or reasonably requested by the
        Executive, and any payment to which the Executive may be entitled pursuant
        to
        paragraph 6 (c) of this Agreement; provided however, that no payment shall
        be
        made hereunder if the Executive’s employment is terminated for any reason other
        than Without Cause or if, in the sole judgment and discretion of the Company,
        The Executive fails to satisfactorily perform all assigned duties, including
        using his best efforts to facilitate a Change in Control. The Executive
        acknowledges that the payments provided for in this paragraph 3(g) are in
        lieu
        of (and not in addition to) any other payments or benefits to which the
        Executive might otherwise be entitled due to a change in control, including
        but
        not limited to, any stay bonuses, severance payments or termination benefits
        of
        any kind offered to employees in connection with a change in control, whether
        pursuant to a plan, arrangement, policy or otherwise; provided however, that
        nothing herein shall effect the Executive’s right to payment pursuant to
        paragraph 6 (c ) of this agreement.
  
  **d.**  **Termination Without Cause or for Good Reason**
  Paragraph
        6 (c) **** shall
        be
        amended to read as follows:
  If
        the
        Executive's employment hereunder is terminated by the Company Without Cause
        pursuant to Section 5(a)(iv) above or For Good Reason pursuant to Section
        5
        (a)(v) the Company shall award the Executive severance benefits, subject
        to the
        terms and conditions of this Agreement and of The Ventiv Health, Inc. Severance
        Benefit Plan, if applicable. A lump sum payment of fifty two (52) weeks of
        the
        Executive’s base pay, minus such deductions as may be required by law or
        reasonably requested by the Executive to be paid out immediately. If Executive
        has not secured a new position with a competitive company in the Pharma Services
        arena, the Executive will receive an additional twenty six (26) weeks of
        Executive’s base pay; paid bi-weekly, minus such deductions as may be required
        by law or reasonably requested by the Executive. In order to be eligible
        to
        receive any Severance Payment pursuant to this paragraph 6, the Executive
        must
        sign, prior to receiving such Severance Payment, a valid release and waiver
        of
        all claims against the Company relating to the executive’s employment or the
        termination thereof, in a format to be determined by the Company. No payment
        shall be made hereunder until at least eight (8) days following the execution
        and delivery by the Executive of the valid release and waiver.
  
  **e.**  **Continuing**  **Effectiveness
        of Employment Agreement**
  Except
        as
        modified herein, the Employment Agreement dated April 8, 2002, shall remain
        in
        full force and effect in accordance with their respective terms.
  
  **f.**
            **Notice
                of Resignation**  The
        Executive shall give the Company three (3) months notice prior to any
        resignation with the exception of resignation for Good Reason as defined
        in
        paragraph 5(e).
   
  
  If
        the
        foregoing is satisfactory, please so indicate by signing and returning to
        me the
        enclosed copy of this Letter Agreement whereupon this will constitute the
        agreement of the parties with respect to the subject matter referenced herein.
  
  
 Very
        truly yours,
 
 VENTIV
        HEALTH, INC.
 
 
 By:__/s/
        Eran Broshy________________________
 Eran
        Broshy
 CEO
 
 
 
 Accepted
        and agreed to by:_/s/ Terrell Herring_____________________   Dated:______________       Terrell
        Herring