EMPLOYMENT
      AGREEMENT





EMPLOYMENT
      AGREEMENT, dated as of January 1, 2003 (the “Effective Date”) between Ventiv
      Health, Inc., a Delaware corporation with its principal place of business at
      200
      Cottontail Lane (the "Company"), and David Bassin residing at 110 Morningside
      Road Verona, New Jersey 07044 (the "Executive").




W
      I T
      N E S S E T H :





WHEREAS,
      the Company desires to employ the Executive as its Vice President Finance &
Strategic Planning of Ventiv Health U.S. Sales and the Executive desires to
      accept such employment, all on the terms and conditions specified herein;
      and




WHEREAS,
      the Executive and the Company desire to set forth in writing all of their
      respective duties, rights and obligations with respect to the Executive's
      employment by the Company; and




NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      obligations hereinafter set forth, the parties hereto, intending to be legally
      bound, hereby agree as follows:




1.  Employment .
      The
      Company hereby offers to employ the Executive, and the Executive hereby accepts
      employment by the Company, in the capacity and upon the terms and conditions
      hereinafter set forth.




2.  Duties .
      The
      Executive shall serve as the Company's Vice President, Finance & Strategic
      Planning 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 serve the Company faithfully,
      conscientiously and to the best of the Executive's ability and shall promote
      the
      interests and reputation of the Company. Unless prevented by sickness or
      disability, the Executive shall devote all of the Executive's time, attention,
      knowledge, energy and skills, during normal working hours, and at such other
      times as the Executive's duties may require, to the duties of the Executive's
      employment. The principal place of employment of the Executive shall be at
      Employer’s Somerset, NJ area office and/or such other location as shall be
      necessary for the Executive to discharge the Executive's duties hereunder.
      The
      Executive acknowledges that in the course of employment the Executive may be
      required, from time to time, to travel on behalf of the Company.




3.  Compensation
      and Benefits .
      As full
      and complete compensation for the Executive's execution and delivery of this
      Agreement and performance of any services hereunder, the Company shall pay,
      grant or provide the Executive, and the Executive agrees to accept, the
      following compensation and benefits:










a.  Base
      Salary .
      The
      Company shall pay the Executive a base salary at an annual rate of $150,000
      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. On an annual
      basis or at such other times as the Company may determine, the Company may
      review the Executive's performance and determine whether, in its sole
      discretion, the Company will increase (but not decrease) the Executive's base
      salary. At no time during the pendency of this agreement shall the Company,
      without the written consent of the Executive, decrease the Executive’s base
      pay.




b.  Fringe
      Benefits .
      The
      Company shall afford the opportunity to participate in any health care, dental,
      disability insurance, retirement, savings and any other employee benefits plans,
      policies or arrangements which the Company maintains for its employees in
      accordance with the written terms of such plans, policies or arrangements.
      Nothing in this Agreement shall require the Company or its affiliates to
      establish, maintain or continue any benefit plans, policies or arrangements
      or
      restrict the right of the Company or any of its affiliates to amend, modify
      or
      terminate any such benefit plan, policy or arrangement.




c.  Bonus .
      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 - 70% of the Executive’s then current base salary, with the amount of such
      bonus, if any, remaining subject to the discretion of the Company.









d. Stock
      Option Arrangements .
      Subject
      to the approval of the Compensation Committee of the Company’s Board of
      Directors as soon as practicable after execution of this Agreement, the Company
      shall grant to the Executive an option to purchase of 5,000 shares of common
      stock, an Exercise Price according to the grant date, and will vest 25% per
      year, 100% after four (4) years. Such grant shall be pursuant to the terms
      and
      conditions of the Ventiv Health, Inc. Stock Incentive Plan and the Executive’s
      execution of a standard Ventiv Nonqualified Stock Option Agreement in the form
      provided to the Executive by the Company. The Executive shall also be qualified
      to participate in the Company’s annual and periodic stock option grant
      program.









e. Expenses .
      The
      Executive shall be entitled to reimbursement or payment of reasonable business
      expenses in accordance with the Company's policies, as the same may be amended
      from time to time in the Company's sole discretion, following the Executive's
      submission of appropriate receipts, bills and/or expense reports to the Company
      in accordance with such policies.




f. Vacations,
      Holidays or Temporary Leave :
      The
      Executive shall be entitled to take five (5) ** weeks of
      vacation per year, without loss or diminution of compensation in accordance
      with
      Companies policies. Such vacation shall be taken at such time or times
      consistent with the needs of the Company's business. The Executive shall further
      be entitled to the number of paid holidays, and leaves for illness or temporary
      disability in accordance with the Company's policies as such policies may be
      amended from time to time or terminated in the Company's sole
      discretion.




g. Car
      allowance :
      During
      the period of the Executive’s employment by the Company, the Company shall pay
      to the Executive as a car allowance the net amount of $ 500 per
      month.




h. Additional
      Payments :
      If
      there is a Change in Control (as defined in paragraph 5(e) herein) by January
      1,
      2004, 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
      fifty-two (52) weeks 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(h) shall be payable in two equal installments, the first installment
      of twenty-six (26) weeks shall be paid to the Executive within thirty (30)
      days
      following the Change in Control, and the second installment of twenty-six (26)
      weeks 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 in 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 twenty-six (26) weeks base pay pursuant
      to
      this paragraph 3(h), minus such deductions as may be required by law or
      reasonably requested by the Executive, and any payment to which the Executive
      my
      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(h) 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.




4.  Non-Competition,
      Confidentiality, Discoveries and Works:




a.  Non-Competition :
      During
      the period of The Executive’s employment at the Company and for twelve (12)
      months following the termination, for any reason, of The Executive’s employment,
      the Executive agrees not to compete in any manner, either directly or
      indirectly, whether for compensation or otherwise, with the Company, or to
      assist any other person or entity to compete with the Company
      either:




(i)  by
      producing, developing or marketing, or assisting others to produce, develop
      or
      market, or




(ii)  by
      accepting employment from or having any other relationship (including, without
      limitation, through owning, managing, operating,  controlling
      or consulting) with any entity which produces, develops or markets,




a
      product, process, or service which is competitive with those products,
      processes, or services of the Company, whether existing or planned for in the
      future, on which the Executive has worked, or concerning which the Executive
      has
      in any manner acquired knowledge of or had access to Confidential Information
      (as defined in Section 4(e)(iii) below), during the five (5) years preceding
      termination of the Executive’s employment, provided , however ,
      that it
      shall not be a violation of this Agreement for The Executive to seek and/or
      accept employment directly with a fully integrated pharmaceutical or bio-tech
      company (i.e. one that discovers, develops, manufactures, and promotes drugs)
      or
      to  have
      beneficial ownership of less than 1% of the outstanding amount of any class
      of
      securities listed on a national securities exchange or quoted on an inter-dealer
      quotation system.





b.  Non-Solicitation :
      During
      the period of the Executive’s employment at the Company and for twelve (12)
      months following the termination, for any reason, of the Executive’s employment,
      the Executive agrees that the Executive will not, either on The Executive’s own
      behalf or on behalf of any other person or entity (other than for the benefit
      of
      the Company), directly or indirectly, (i) solicit any person or entity that
      is a
      customer of the Company, or has been a customer of the Company during the prior
      twelve (12) months, to purchase any products or services the Company provides
      to
      the customer, or (ii) interfere with any of the Company’s business
      relationships.




c.  No-Hire :
      During
      the period of the Executive’s employment at the Company and for twelve (12)
      months following the termination, for any reason, of the Executive’s employment,
      the Executive agrees that the Executive will not, either on the Executive’s own
      behalf or on behalf of any other person or entity, directly or indirectly,
      hire,
      solicit or encourage to leave the employ of or engagement by the Company any
      person who is then an employee or contractor of the Company or who was an
      employee or contractor of the Company within twelve (12) months of the date
      of
      such hiring, soliciting, or encouragement to leave the Company.




d.  Geographic
      Scope :
      The
      foregoing restrictions shall apply in the “Restricted Area” which means




(i)  the
      geographic sales region(s) assigned to the Executive by the Company and/or
      serviced by the Executive during the twelve (12) month period prior to
      termination of the Executive’s employment and the fifty (50) mile radius around
      any office of the Company out of which the Executive worked, provided services
      to or provided supervision over, and




(ii)  any
      location, storefront, address or place of business where a Covered Customer
      is
      present and available for solicitation.




The
      Executive will not circumvent the purpose of any restriction contained in
      Sections 4(a), 4(b) or 4(c) by engaging in business outside the geographic
      region covered by the above definition through remote means like telephone,
      correspondence or computerized communication. “Covered Customer” means those
      customers, entities and/or persons who did business with the Company and that
      the Executive either (x) received Confidential Information about in the course
      of his/her duties, (y) had contact with within the last twelve (12) month period
      of employment by the Company, or (z) supervised contact with within the last
      twelve (12) month period of employment with the Company.




e.  Confidentiality :




(i)  During
      the period of the Executive’s employment at the Company and for all time
      following the termination, for any reason, of the Executive’s employment, the
      Executive shall hold all Confidential Information of the Company in a fiduciary
      capacity and agrees not to take any action which would constitute or facilitate
      the Unauthorized use or disclosure of Confidential Information.




The
      Executive further agrees to take all reasonable measures to prevent the
      Unauthorized use and disclosure of Confidential Information and to prevent
      Unauthorized persons or entities from obtaining or using Confidential
      Information. The terms “Confidential Information” and “Unauthorized” shall have
      the meanings set forth in Sections 4(e)(iii) and (iv) of this Agreement
      respectively.




(ii)  Promptly
      upon termination, for any reason, of the Executive’s employment with the
      Company, the Executive agrees to deliver to the Company all property and
      materials within the Executive’s possession or control which belong to the
      Company or which contain Confidential Information.




(iii)  As
      used
      in this Agreement, the term “Confidential Information” shall mean trade secrets,
      confidential or proprietary information, and all other information, documents
      or
      materials, owned, developed or possessed by the Company, its parents,
      subsidiaries or affiliates, their respective predecessors and successors,
      whether in tangible or intangible form, that is not generally known to the
      public. Confidential Information includes, but is not limited to,
      (a) financial information, (b) products, (c) product and service
      costs, prices, profits and sales, (d) new business ideas, (e) business
      strategies, (f) product and service plans, (g) marketing plans and
      studies, (h) forecasts, (i) budgets, (j) projections,
      (k) computer programs, (l) data bases and the documentation (and
      information contained therein), (m) computer access codes and similar
      information, (n) software ideas, (o) know-how, technologies, concepts
      and designs, (p) research projects and all information connected with
      research and development efforts, (q) records, (r) business
      relationships, methods and recommendations, (s) existing or prospective
      client, customer, vendor and supplier information (including, but not limited
      to, identities, needs, transaction histories, volumes, characteristics,
      agreements, prices, identities of individual contacts, and spending, preferences
      or habits), (t) training manuals and similar materials used by the Company
      in conducting its business operations, (u) skills, responsibilities,
      compensation and personnel files of Company employees, directors and independent
      contractors, (v) competitive analyses, (w) contracts with other
      parties, and (x) other confidential or proprietary information that has not
      been made available to the general public by the Company’s senior
      management.




(iv)  As
      used
      in this Agreement, the term “Unauthorized” shall mean: (a) in contravention of
      the Company’s policies or procedures; (b) otherwise inconsistent with the
      Company’s measures to protect its interests in the Confidential Information; (c)
      in contravention of any lawful instruction or directive, either written or
      oral,
      of a Company employee empowered to issue such instruction or directive; (d)
      in
      contravention of any duty existing under law or contract; or (e) to the
      detriment of the Company.




(v)  In
      the
      event that the Executive is requested by any governmental or judicial authority
      to disclose any Confidential Information, the Executive shall give the Company
      prompt notice of such request (including, by giving the Company a copy of such
      request if it is in writing), such that the Company may seek a protective order
      or other appropriate relief, and in any such proceeding the Executive shall
      disclose only so much of the Confidential Information as is required to be
      disclosed.




f.  Discoveries
      and Works :
      All
      discoveries and works made or conceived by the Executive during and in the
      course of his/her employment by the Company, jointly or with others, that relate
      to the Company’s activities shall be owned by the Company. The terms
“discoveries and works” include, by way of example, inventions, computer
      programs (including documentation of such programs), technical improvements,
      processes, drawings, and works of authorship, including all educational and
      sales materials or other publications which relate to Company’s current
      business. The Executive shall promptly notify and make full disclosure to,
      and
      execute and deliver any documents requested by, the Company to evidence or
      better assure title to such discoveries and works by the Company, assist the
      Company in obtaining or maintaining for itself at its own expense United States
      and foreign patents, copyrights, trade secret protection and other protection
      of
      any and all such discoveries and works, and promptly execute, whether during
      his/her employment or thereafter, all applications or other endorsements
      necessary or appropriate to maintain patents and other rights for the Company
      and to protect its title thereto. Any discoveries and works which, within six
      (6) months after the termination of the Executive’s employment hereunder, are
      made, disclosed, reduce to a tangible or written form or description, or are
      reduced to practice by the Executive and which pertain to work performed by
      the
      Executive while with, and in his/her capacity as an Executive of, the Company
      shall, as between the Executive and the Company presumed to have been made
      during the Executive’s employment by the Company.




g.  Representations,
      Warranties and Acknowledgements




(i)  The
      Executive acknowledges that (a) the Company considers Confidential Information
      to be commercially and competitively valuable to the Company and critical to
      its
      success; (b) Unauthorized use or disclosure of Confidential Information would
      cause irreparable harm to the Company; and (c) by this Agreement, the Company
      is
      taking reasonable steps to protect its legitimate interests in its Confidential
      Information.




(ii)  The
      Executive also acknowledges that businesses that are competitive with the
      Company include, but are not limited to, any business involving marketing,
      consulting to or contract sales, detailing and marketing support or any other
      marketing services for pharmaceutical or any other related health care or
      biotechnology companies, including competitive e-health businesses.




(iii)  The
      Executive represents and warrants to the Company that he/she is not a party
      to
      any agreement, or non-competition or other covenant or restriction contained
      in
      any agreement, commitment, arrangement or understanding (whether oral or
      written), that in any way conflicts with or limits the Executive’s ability to
      commence or continue to render services to the Company or that would otherwise
      limit the Executive’s ability to perform all responsibilities in accordance with
      the terms and subject to the conditions of the Executive’s
      employment.




(iv)  The
      Executive acknowledges that certain accounts are national and international
      in
      scope and the location of the Company’s customers is not dependent on the
      geographic location of the Executive or the Company.




(v)  The
      Executive consents
      and agrees that, during the Executive’s employment with Company and thereafter,
      the Company may review, audit, intercept, access and disclose all communications
      created, received or sent over the electronic mail and internet access system
      provided by Company with or without notice to the Executive and that such
      review, audit, interception, access, or disclosure may occur during or after
      working hours. The Executive further consents and agrees that the Company may,
      at any time, access and review the contents of all computers, computer disks,
      other data storage equipment and devices, files, desks, drawers, closets,
      cabinets and work stations which are either on Company’s premises or which are
      owned or provided by Company.




h.  Remedies :
      In the
      event of breach or threatened breach by the Executive of any provision of
      Section 4 hereof, the Company shall be entitled to obtain (i) temporary,
      preliminary and permanent injunctive relief, in each case without the posting
      of
      any bond or other security, (ii) damages and an equitable accounting of all
      earnings, profits and other benefits arising from such breach, or threatened
      breach, (iii) recovery of all attorney’s fees and costs incurred by the Company
      in obtaining such relief, (iv) repayment of any severance benefits paid to
      the
      Executive pursuant to this Agreement or any severance benefit agreement, plan
      or
      arrangement of the Company, and (v) any other legal and equitable relief to
      which it may be entitled, including any and all monetary damages which Company
      may incur as a result of said breach or threatened breach. Pending arbitration
      pursuant to Section 7 of the Agreement, the Company shall be entitled to cease
      making any payments or providing any benefits to the Executive and to obtain
      temporary and preliminary injunctive relief as described in Section 4(h)(i)
      from
      a court of competent jurisdiction. The Company may pursue any remedy available,
      including declaratory relief, concurrently or consecutively, in any order,
      and
      the pursuit of one such remedy at any time will not be deemed an election of
      remedies or waiver of the right to pursue any other remedy.




i.  Early
      Resolution Conference :
      This
      Agreement is understood to be clear and enforceable as written and is executed
      by both parties on that basis. However, should the Executive later challenge
      any
      provision as unclear, unenforceable, or inapplicable to activity that the
      Executive intends to engage in, the Executive will first notify Company in
      writing and meet with a Company representative and a neutral mediator (if the
      Company elects to retain one at its expense) to discuss resolution of any
      disputes between the parties. The Executive will provide this notification
      at
      least fourteen (14) days before the Executive engages in any activity on behalf
      of a competing business or engages in other activity that could foreseeably
      fall
      within a questioned restriction. The failure to comply with this requirement
      shall waive the Executive's right to challenge the reasonable scope, clarity,
      applicability, or enforceability of the Agreement and its restrictions at a
      later time. All rights of both parties will be preserved if the Early Resolution
      Conference requirement is complied with even if no agreement is reached in
      the
      conference.




5.  Termination
      of Employment:




a.  The
      Executive is an employee at-will, and either the Executive or the Company may
      terminate the employment relationship at any time for any reason with or without
      Cause (as defined below). The date upon which the termination of the Executive’s
      employment becomes effective pursuant to this Agreement shall be referred to
      herein as the “Termination Date.” The Termination Date shall be the date upon
      which any of the following events shall occur:




(i)  the
      death
      of the Executive;




(ii)  the
      Disability (as defined below) of the Executive;




(iii)  the
      Company’s delivery of a written notice to the Executive of a termination of the
      Executive's employment for Cause (as defined below);




(iv)  the
      Company’s delivery of a written notice to the Executive of a termination of the
      Executive’s employment Without Cause (as defined below); or




(v)
      the
      Executive’s delivery of a written notice to the Company of a termination of the
      Executive’s employment for Good Reason (as delivered below); or




(v)  resignation
      by the Executive.




For
      purposes of this Agreement, the Executive’s employment will not be deemed to
      have automatically terminated upon a Change in Control (as defined
      below).





b.  For
      purposes of this Agreement, the “Disability” of the Executive shall mean the
      Executive’s inability, because of mental or physical illness or incapacity,
      whether total or partial, to perform one or more of the primary duties of the
      Executive’s employment with or without reasonable accommodation, and which
      continues for a length of time that exceeds any period of leave following which
      the Executive may have a right to be restored to the same job or to an
      equivalent job under federal, state or local law.




c.  For
      purposes of this Agreement, the term "Cause" shall mean the Executive's (i)
      conviction or entry of a plea of guilty or nolo contendere, with respect to
      any
      felony; (ii) commission of any act of willful misconduct, gross negligence,
      fraud or dishonesty; (iii) violation of any term of this Agreement or any
      written policy of the Company; or (iv) inability to meet the performance
      objectives for the respective position.




d.  For
      purposes of this Agreement, "Without Cause" shall mean for any reason(s)
      whatsoever (other than the reasons described in Sections 5(a)(i), 5(a)(ii),
      5(a)(iii), and 5(a)(v) hereof).




e.
      For
      purposes of this Agreement, “Good Reason” shall mean (i) a significant
      diminution in the Executive’s duties or title; (ii) substantial reduction is the
      Executive’s compensation or benefits; (iii) the relocation of the offices of
      Ventiv Health U.S. Sales more than one hundred (100) miles from the Company’s
      Somerset, New Jersey office; (iv) a material breach of the Agreement by the
      Company not cured within thirty (30) days written notice.




f.
      For
      purposes of this Agreement, a “Change in Control” of the Company means a sale,
      transfer or other disposition of all or substantially all of the assets of
      the
      Company, or the consummation of a merger or consolidation of the Company or
      a
      sale or exchange of capital stock of the Company, in either case as a result
      of
      which the stockholders of the Company immediately prior to such transaction
      own,
      in the aggregate, less than a majority of the outstanding voting capital stock
      or equity interests of the surviving or resulting entity.









6.  Payments
      Upon Termination of Employment.




a.  Death
      or Disability .
      If the
      Executive's employment hereunder is terminated due to the Executive's death
      or
      Disability pursuant to Sections 5(a)(i) or (ii) hereof, the Company shall pay
      or
      provide to the Executive, the Executive's designated beneficiary or to the
      Executive's estate (i) all base salary pursuant to Section 3(a) hereof and
      any
      vacation pay pursuant to Section 3(d) hereof, in each case which has been earned
      but unpaid as of the Termination Date; and (ii) any benefits to which the
      Executive may be entitled under any employee benefits plan, policy or
      arrangement pursuant to Section 3(b) hereof (including, but not limited to,
      life
      insurance and disability insurance) in which he/she is a participant in
      accordance with the written terms of such plan, policy or arrangement up to
      and
      including the Termination Date.




b.  Termination
      for Cause or Resignation .
      If the
      Executive's employment hereunder is terminated by the Company for Cause pursuant
      to Section 5(a)(iii) or due to the Executive's resignation pursuant to Section
      5(a)(v), the Company shall pay or provide to the Executive (i) all base salary
      pursuant to Section 3(a) hereof and any vacation pay pursuant to Section 3(d)
      hereof, in each case which has been earned but unpaid as of the Termination
      Date; and (ii) any benefits to which the Executive may be entitled under any
      employee benefits plan, policy or arrangement pursuant to Section 3(b) hereof
      in
      which he/she is a participant in accordance with the written terms of such
      plan,
      policy or arrangement up to and including the Termination Date




c.  Termination
      Without Cause or for Good Reason .
      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 twenty-six (26) 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. The Executive
      shall keep the Company informed on whether or not the Executive has obtained
      new
      employment and upon request shall provide documentation to the Company regarding
      the Executive’s employment status during the period in which the Executive
      receives severance payments from the Company. 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.




d.  No
      Other Payments .
      Except
      as provided in this Section 6, the Executive shall not be entitled to receive
      any other payments or benefits from the Company due to the termination of the
      Executive's employment, including but not limited to, any employee benefits
      under any of the Company's employee benefits plans or arrangements (other than
      at the Executive's expense under the Consolidated Omnibus Budget Reconciliation
      Act of 1985 or pursuant to the written terms of any pension benefit plan in
      which the Executive is a participant in which the Company may have in effect
      from time to time) or any right to severance benefits.




7.  Arbitration .




a.  Any
      controversy or claim arising out of or relating to this Agreement, the
      employment relationship between the Executive and the Company, or the
      termination thereof, including the arbitrability of any controversy or claim,
      which cannot be resolved amicably after a reasonable attempt to negotiate such
      a
      resolution (including by exhaustion of all grievance or claims procedures made
      available by the Company or any employee benefit plan of the Company) shall
      be
      submitted to arbitration under the auspices of the American Arbitration
      Association in accordance with its Commercial Dispute Resolution Procedures
      and
      Rules, as such rules may be amended from time to time, and at its office nearest
      to the Company’s place of business where the Executive works or to which the
      Executive reports. The award of the arbitrator shall be final and binding upon
      the parties, and judgment may be entered with respect to such award in any
      court
      of competent jurisdiction. Any arbitration under this Agreement shall be
      governed by and subject to the confidentiality restrictions set forth in Section
      4(e) of this Agreement. The Executive acknowledges reading, prior to the signing
      of this agreement, the Commercial Dispute Resolution Procedures and Rules of
      the
      American Arbitration Association, which are available via the internet at
      http://www.adr.org. Notwithstanding the foregoing, any controversy or claim
      arising out of or relating to any claim by the Company for temporary or
      preliminary relief with respect to Section 4 of this Agreement need not be
      resolved in arbitration and may be resolved in accordance with Section 4(h)
      of
      this Agreement.




b.  The
      Executive acknowledges that this agreement to submit to arbitration includes
      all
      controversies or claims of any kind (e.g., whether in contract or in tort,
      statutory or common law, legal or equitable) now existing or hereafter arising
      under any federal, state, local or foreign law (except claims by the Company
      for
      temporary or preliminary injunctive relief pursuant to Section 4 as set forth
      above), including, but not limited to, the Age Discrimination in Employment
      Act,
      Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the
      Family and Medical Leave Act, the Employee Retirement Income Security Act,
      and
      the Americans With Disabilities Act, and all similar state laws, and the
      Executive hereby waives all rights there under to have a judicial tribunal
      resolve such claims.




8.  Deductions
      and Withholding .
      The
      Executive agrees that the Company shall withhold from any and all compensation
      payable under this Agreement all federal, state, local and/or other taxes which
      the Company determines are required to be withheld under applicable statutes
      and/or regulations from time to time in effect and all amounts required to
      be
      deducted in respect of the Executive's coverage by and participation in
      applicable Executive benefit plans, policies or arrangements.




9.  Entire
      Agreement .
      This
      Agreement embodies the entire agreement of the parties with respect to the
      Executive's employment and supersedes any other prior oral or written agreements
      between the Executive and the Company and its affiliates. This Agreement may
      not
      be changed or terminated orally but only by an agreement in writing signed
      by
      the parties hereto.




10.  Waiver .
      The
      waiver by the Company of a breach of any provision of this Agreement by the
      Executive shall not operate or be construed as a waiver of any subsequent breach
      by the Executive. The waiver by the Executive of a breach of any provision
      of
      this Agreement by the Company shall not operate or be construed as a waiver
      of
      any subsequent breach by the Company.




11.  Governing
      Law .
      Because
      Ventiv is incorporated in the state of Delaware, this Agreement shall be
      governed by, and construed in accordance with, the laws of the State of
      Delaware, without regard to the choice of law rules of any state or where the
      Executive is in fact required to work.




12.  Jurisdiction .
      Any
      legal suit, action or proceeding against any party hereto arising out of or
      relating to this Agreement that is not subject to arbitration pursuant to
      Section 7 of this Agreement shall be instituted in a New Jersey federal or
      state
      court in the County of Somerset and each party hereto waives any objection
      which
      it may now or hereafter have to the laying of venue of any such suit, action
      or
      proceeding and each party hereto irrevocably submits to the jurisdiction of
      any
      such court in any suit, action or proceeding.




13.  Assignability .
      The
      obligations of the Executive may not be delegated and, except as expressly
      provided in Section 6(a) relating to the designation of beneficiaries, the
      Executive may not, without the Company's written consent thereto, assign,
      transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this
      Agreement or any interest therein. Any such attempted delegation or disposition
      shall be null and void and without effect. The Company and the Executive agree
      that this Agreement and all of the Company's rights and obligations hereunder
      may be assigned or transferred by the Company to and may be assumed by and
      become binding upon and may inure to the benefit of any affiliate of or
      successor to the Company. The term "successor" shall mean (with respect to
      the
      Company or any of its subsidiaries) any other corporation or other business
      entity, which, by merger, consolidation, purchase of the assets, or otherwise,
      acquires all or a material part of the assets of the Company. Any assignment
      by
      the Company of its rights or obligations hereunder to any affiliate of or
      successor to the Company shall not be a termination of employment for purposes
      of this Agreement.




14.  Severability .
      If any
      provision of this Agreement as applied to either party or to any circumstances
      shall be adjudged by a court of competent jurisdiction or arbitrator to be
      void
      or unenforceable, the same shall in no way affect any other provision of this
      Agreement or the validity or enforceability of this Agreement. If any court
      or
      arbitrator construes any of the provisions of Section 4 hereof, or any part
      thereof, to be unreasonable because of the duration of such provision or the
      geographic or other scope thereof, such court or arbitrator may reduce the
      duration or restrict the geographic or other scope of such provision and enforce
      such provision as so reduced or restricted.




15.  Notices .
      All
      notices to the Executive hereunder shall be in writing and shall be delivered
      personally, sent by overnight courier or sent by registered or certified mail,
      return receipt requested, to:




David
      Bassin


110
      Morningside Road


Verona,
      New Jersey 07044





All
      notices to the Company hereunder shall be in writing and shall be delivered
      personally, sent by overnight courier or sent by registered or certified mail,
      return receipt requested, to:




Ventiv
      Health, Inc.


200
      Cottontail Lane


Somerset,
      NJ 08873


Attention:
      Vice President, Human Resources





Either
      party may change the address to which notices shall be sent by sending written
      notice of such change of address to the other party.





16.  Section
      Headings .
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.




17.  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same instrument.




18.  Voluntary
      Agreement .
      The
      Executive acknowledges that before entering into this Agreement, the Executive
      has had the opportunity to consult with any attorney or other advisor of his/her
      choice, and that this Section 18 of this Agreement constitutes advice from
      the
      Company to do so if he/she chooses. The Executive further acknowledges that
      he/she has entered into this Agreement of his/her own free will, and that no
      promises or representations have been made to him/her by any person to induce
      him/her to enter into this Agreement other than the express terms set forth
      herein. The Executive further acknowledges that he/she has read this Agreement
      and understands all of its terms, including the waiver of the right to have
      all
      disputes with and claims against the Company decided in a judicial forum set
      forth in Section 7. The Executive may take up to seven (7) days from today
      to
      consider, sign and return this Agreement. In addition, the Executive may revoke
      this Agreement after signing it, but only by delivering a signed revocation
      notice to the Company within seven (7) days of signing this Agreement. Such
      a
      revocation shall automatically terminate the Executive’s employment due to
      resignation pursuant to Section 5(a)(v).




IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first above written.




VENTIV
      HEALTH, INC.




By:_ /s/
      Terrell Herring __________


Terrell
      Herring


President,
      U.S. Sales







_ /s/
      David Bassin ________




Executive
      signature




_________________________




Print
      Executive’s Name