May
      7,
      2007





Terrell
      Herring





Re:
            Amendment
                to Stock Option Agreement(s) /Restricted Stock Award
                Agreement(s)and Employment Agreement





Dear
      Terry:





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 Shares00001770
            12/10/2003
            20,00000001895
            9/23/2004
            150,00000002202
            1/17/2006
            33,75000002586
            1/22/2007
            31,211





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 Shares00002027
            3/9/2005
            4,00000002197
            1/17/2006
            8,43800002603*
            1/22/2007
            14,28200002625
            1/22/2007
            14,282





*
      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 April
      8,
      2002 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 00002027,
      00002197, and 00002625 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 00002603 is hereby
      amended to provide that in the event your employment with the Corporation is
      terminated by the Corporation “Without Cause” upon or after 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.





**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 April 8, 2002 Employment Agreement between
      you
      and the Company, as amended January 1, 2004, June 15, 2004, October 18, 2004
      and
      January 23, 2006 (the "Employment Agreement") in accordance with the following,
      which amendment shall be effective as of the date hereof, in the case of
      paragraphs a. and f. below, and as of July 1, 2007:





**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 Chief Operating Officer of the Company and
      President & CEO of the Company's inVentiv Commercial Services division 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. The Executive shall assume responsibility as the Chief Operating Officer
      of the Company no later than July 1, 2007.




**b.**
            **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 $425,000
      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.




**c.**
            **Bonus.**




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







If
      the
      Executive remains employed through December 31, 2007, the Executive will be
      guaranteed a minimum bonus payout of $150,000 for 2007.




**d.**
            **Termination
                Without Cause or for Good
                Reason.**




Section
      6
      (c) **** of
      the
      Employment Agreement is hereby amended to read as follows:




(i)
      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 as follows: 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 within 52-weeks from his termination, the Executive will
      receive up to an additional twenty six (26) weeks of Executive’s base pay
      commencing on the first anniversary of the effective date of the termination
      as
      long as he has not been employed by, or otherwise rendered services, directly
      or
      indirectly, in any capacity to, a company in the pharma services arena prior
      to
      such first anniversary and continues to be refrained from being so employed
      or
      otherwise rendering such services during such additional 26-week period. The
      additional twenty six (26) weeks of Executive’s base pay will be paid bi-weekly,
      reduced by 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(c)(i), 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.




(ii)
      If
      the Executive, on the one hand and either the Chief Executive Officer or the
      President of the Company, on the other, agree in writing that the Executive's
      employment shall terminate pursuant to this Section 6(c)(ii), then (x) the
      Executive acknowledges that such termination shall be deemed a resignation
      without Good Reason and agrees that the Company shall not have any obligation
      to
      pay severance as described in Section 6(c)(i), (y) such resignation shall be
      effective on the later of (I) July 1, 2008 and (II) the expiration of the notice
      period provided for in Section 6(e) (measured from the date of such written
      agreement) and (z) the Company shall award the Executive termination benefits,
      subject to the terms and conditions of this Agreement and of the inVentiv
      Health, Inc. Severance Benefit Plan, if applicable, as follows: a lump sum
      payment of Six (6) months 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. In order to be eligible to receive any termination benefit pursuant
      to this paragraph 6(c)(ii), the Executive must sign, prior to receiving such
      termination benefit, 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.**
            **Notice
                of Resignation**




The
      following is added as Section 6 (e) **** of
      the
      Employment Agreement:




e.
      The
      Executive shall give the Company one (1) months notice prior to any resignation
      with the exception of resignation pursuant to Section 6(c)(ii). If the Executive
      resigns pursuant to Section 6(c)(ii), the Executive will give the company two
      (2) Months notice of the effective date of the resignation.




**f.** **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.







Very
      truly yours,





INVENTIV
      HEALTH, INC.








By:
      _ /s/
      Eran Broshy _________________


Eran
      Broshy


Chairman
      & CEO








Accepted
      and agreed to by:__ /s/
      Terrell Herring _________   Dated:______________          Terrell
      Herring