**EXECUTION
      COPY**




**EMPLOYMENT
      AGREEMENT**




**THIS
      EMPLOYMENT AGREEMENT** (the
“ Agreement ”)
      is
      made this 9th day of May, 2006 (the “ Effective
      Date ”)
      by
      inVentiv Health, Inc., a Delaware corporation with its principal place of
      business at 200 Cottontail Lane, Somerset, New Jersey 08873 (the “ Company ”),
      and
      Eran Broshy, residing at 88 Central Park West, Apartment 1W, New York, NY 10023
      (the “ Executive ”).




**WHEREAS** ,
      the
      parties wish to set forth the terms and conditions upon which the Company will
      employ Executive;




**NOW** , **THEREFORE** ,
      in
      consideration of the mutual covenants and promises contained herein, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by the parties hereto, the parties agree as follows:




**ARTICLE
      I**  **Position;
      Title; Duties** .
      Executive shall serve as Chief Executive Officer of the Company and shall
      perform services consistent with that position and as may be reasonably assigned
      to him from the Board of Directors of the Company (the “Board”).




**ARTICLE
      II**  **Extent
      of Services** . **** Executive
      agrees to devote his entire business time and attention to the performance
      of
      his duties under this Agreement. He shall perform his duties to the best of
      his
      ability and shall use his best efforts to further the interests of the Company.
      Executive shall perform his duties in the Company’s New York City and New Jersey
      metropolitan area offices and will be required to travel as necessary to perform
      the services required of him under this Agreement. It is understood that
      Executive will maintain his principal residence in New York City and it is
      anticipated that his principal place of business will be in the New York -
      New
      Jersey metropolitan area.




**ARTICLE
      III**  **Base
      Salary** .
      The
      Company shall pay Executive an annual base salary of $560,000, subject to annual
      review by the Board (it being understood that any determination the Board is
      required or entitled to make hereunder, other than a determination pursuant
      to
      Section 1 or 9(c), may be made by the Compensation Committee of the Board),
      which may increase, but not decrease the amount thereof (the “Base Salary”). The
      Base Salary shall be payable in installments in accordance with the Company’s
      ordinary payroll practices, minus such deductions as may be required by law
      or
      reasonably requested by Executive.




**ARTICLE
      IV**  **Bonus** .
      Executive shall be eligible for a bonus in each calendar year, based on
      Executive’s success in reaching or exceeding performance objectives as
      determined by the Board (the “Bonus”). Executive’s target Bonus shall be
      determined by the Board and shall be no less than 50% of Executive’s then
      current salary. The amount of the Bonus, if any, that is actually awarded shall
      be determined at the discretion of the Board. All or any portion of the Bonus
      may be awarded pursuant to a plan satisfying the requirements of Section 162(m)
      of the Internal Revenue Code of 1986, as amended.




**ARTICLE
      V**  **Term
      of Employment** .
      Executive is an employee “at will” and subject to the provisions of Sections 9
      through 11 hereof, Executive’s employment with the Company may be terminated by
      the Company or by the Executive at any time for any reason.




**ARTICLE
      VI**  **Stock
      Options and Restricted Stock** .




Section
      6.01  Stock
      Options .
      Executive shall be eligible to receive annual option grants for the purchase
      of
      shares of the common stock of the Company (“Options”) at the discretion of the
      Board; provided that no Option shall have an exercise price less than the fair
      market value of the common stock of the Company on the date of grant. Under
      the
      circumstances provided in Sections 9 through 11, all Options held by Executive
      shall become fully vested.




Section
      6.02  Restricted
      Stock .
      Executive shall be eligible to receive annual grants of restricted shares of
      the
      common stock of the Company at the discretion of the Board. Under the
      circumstances provided in Sections 9 through 11, all restricted shares held
      by
      Executive shall become fully vested.




**ARTICLE
      VII**  **Fringe
      Benefits** . Section
      7.01  Benefits .
      Executive shall be entitled to all benefits generally available to senior
      executives of the Company.




Section
      7.02  Vacation .
      Executive shall be entitled to five (5) weeks of vacation during each year
      of
      employment. Executive shall be entitled to sick leave and holidays in accordance
      with the policy of the Company applicable to its senior executives.




Section
      7.03  Car
      Allowance .
      Executive shall be entitled to monthly car allowance $833.00, paid as taxable
      wages. The allowance will end effective with Executive’s
      termination.




(d)  Life
      Insurance .
      The
      Company shall maintain for the benefit of Executive during the term of his
      employment a minimum of $2.5 million in term life insurance.




**ARTICLE
      VIII**  **Reimbursement
      of Business Expenses** .
      The
      Company shall reimburse Executive in accordance with Company’s policies for all
      reasonable out-of-pocket costs incurred or paid by Executive in connection
      with
      or related to, the performance of his duties, responsibilities or services
      under
      this Agreement, upon presentation by Executive of documentation, expense
      statements, vouchers, and/or such other supporting information as the Company
      may reasonably request.




**ARTICLE
      IX**  **Termination
      of Employment Prior to a Change in Control** **.**




Section
      9.01  Accrued
      Amounts .
      In the
      event of the termination of Executive’s employment for any reason, Executive
      shall be entitled to (A)
      unpaid Base Salary through the date of termination; (B) any earned but unpaid
      Bonus for the prior fiscal year of the Company; (C) any benefits due to
      Executive under any employee benefit plan of the Company and any payments due
      to
      Executive under the terms of any Company program, arrangement or agreement,
      excluding any severance program or policy and (D) any expenses owed to Executive
      ((A), (B), (C) and (D) collectively, the “Accrued Amounts”). Except as provided
      in Section 9(b), Executive shall have no further right or entitlement under
      this
      Agreement upon a termination
      of Executive’s employment within the scope of this Section 9 .




Section
      9.02  Termination
      Without Cause; For Good Reason .
      The
      Company may terminate Executive’s employment without Cause (other than by reason
      of Disability) and Executive may terminate his employment for Good Reason,
      in
      each case upon thirty (30) days prior written notice (which, in the case of
      a
      termination of employment by the Executive for Good Reason, shall be given
      within ninety (90) days of the event or circumstance constituting Good Reason).
      In the event that the Company terminates Executive’s employment without Cause
      (other than by reason of Disability) or Executive terminates his employment
      for
      Good Reason, in either case prior to a Change in Control, Executive shall be
      entitled to the following in lieu of any payments or benefits under any
      severance program or policy of the Company:




(i)  the
      Accrued Amounts;





(ii)  a
      lump
      sum cash severance payment, payable, subject to Section 20, within 10 business
      days of termination, equal to two times the sum of (A) Executive’s highest Base
      Salary as of the date of termination and (B) the average annual Bonus earned
      by
      Executive with respect to the three fiscal years preceding the date of
      termination;





(iii)  continued
      coverage for a period of twelve months commencing on the date of termination
      (A)
      for Executive (and his eligible dependents, if any) under the Company’s health
      plans on the same basis as such coverage is made available to senior executives
      of the Company (including, without limitation, co-pays, deductibles and other
      required payments and limitations) and (B) under any Company life insurance
      plan
      in which Executive was participating immediately prior to the date of
      termination; and





(iv)  full
      vesting of all Options, Stock Appreciation Rights and Restricted Shares
      previously granted to Executive, which Options and Stock Appreciation Rights
      shall remain exercisable for the period determined in accordance with Section
      20.





If
      and to
      the extent the Company is not permitted under the terms of any applicable plan
      or policy or applicable law to provide the benefits described in clause (iii)
      above or Section 10(a)(iii) or 11(b)(iii) below, or if the provisions of such
      benefits would cause any applicable plan to be deemed to be discriminating
      in
      favor of highly compensated employees under the Employee Retirement Income
      Security Act of 1974, as amended, the Company shall either (x) provide
      equivalent benefits on an individual basis at no additional after-tax cost
      to
      the Executive or (y) pay to the Executive an amount sufficient to permit the
      Executive to purchase equivalent benefits at no additional after-tax cost to
      the
      Executive.




Section
      9.03  Definition
      of “Cause” .
      For
      purposes of this Agreement, the term “ Cause ”
shall
      mean (i)
      Executive’s willful and continuing failure (except where due to physical or
      mental incapacity) to substantially perform his duties hereunder or
      refusal or failure to follow the lawful directives of the Board,
      in either case which is not remedied within 15 days  after
      receipt of written notice from the Company specifying such failure; (ii)
      Executive’s willful malfeasance or gross neglect in the performance of his
      duties hereunder resulting in material harm to the Company; (iii) Executive’s
      conviction of, or plea of guilty or nolo
      contendere to, a
      felony or a misdemeanor involving moral turpitude; (iv) the commission by
      Executive of an act of fraud or embezzlement against the Company or any
      affiliate; or (v) Executive’s willful material breach of any material provision
      of this Agreement (as determined in good faith by the Board) which is not
      remedied within 15 days  after
      receipt of written notice from the Company specifying such breach, provided
      that
      the Executive shall be given the opportunity to appear before the Board prior
      to
      the time such termination would otherwise become effective. For purposes of
      the
      preceding sentence, no act or failure to act by Executive shall be considered
      “willful” unless done or omitted to be done by Executive in bad faith or without
      reasonable belief that Executive’s action or omission was in the best interests
      of the Company.




Section
      9.04  Definition
      of “Good Reason” .
      For
      purposes of this Agreement, the term “Good
      Reason” shall mean the occurrence, without Executive’s express written consent,
      of: (i) any adverse change in Executive’s title agreed to or effected by the
      Board, (ii) any material diminution in Executive’s employment duties,
      responsibilities or authority, or the assignment to Executive of duties that
      are
      materially inconsistent with his position, that is not cured within 15 days
      after written notice thereof is received from Executive; (iii) any reduction
      in
      Base Salary or reduction of the target bonus below 50% of the Base Salary;
      (iv)
      a relocation of Executive’s principal place of employment to a location
      inconsistent with Section 2 hereof that would unreasonably increase Executive’s
      commute; (v) during Executive’s employment with the Company, any failure of
      Executive to be nominated for election as a director of the Company or the
      removal of Executive as a director of the Company by the Board other than for
      cause; (vi) any willful material breach by the Company of any material provision
      of this Agreement that is not cured within 15 days  after
      written notice thereof is received from Executive; or (vii) any termination
      of
      employment by Executive during the thirty day period following the one year
      anniversary of a Change in Control.




Section
      9.05  In
      order
      to be eligible to receive any Severance Payment pursuant to Section 9(b) hereof,
      Executive must sign, prior to receiving such payment, a complete release of
      all
      claims against Company (other than claims under this Section 9), in
      substantially the form attached hereto as Exhibit I and such release must have
      become effective in accordance with its terms.




**ARTICLE
      X**  **Disability;
      Death.**




Section
      10.01  Termination
      Upon Disability .
      The
      Company may terminate Executive’s employment by reason of Disability upon thirty
      (30) days prior written notice. If the Executive is terminated for Disability,
      the Executive shall be entitled to the following in lieu of any payments or
      benefits under any severance program or policy of the Company (but not in lieu
      of any disability benefits to which Executive is entitled under any disability
      program or policy of the Company):




(i)  the
      Accrued Amounts;





(ii)  a
      lump
      sum cash severance payment, payable, subject to Section 20, within 10 business
      days of termination, equal to two times the sum of (A) Executive’s highest Base
      Salary as of the date of termination and (B) the average annual Bonus earned
      by
      Executive with respect to the three fiscal years preceding the date of
      termination, reduced by any amount previously paid to the Executive pursuant
      to
      Section 11(a);





(iii)  continued
      coverage for a period of twelve months commencing on the date of termination
      (A)
      for Executive (and his eligible dependents, if any) under the Company’s health
      plans on the same basis as such coverage is made available to senior executives
      of the Company (including, without limitation, co-pays, deductibles and other
      required payments and limitations) and (B) under any Company life insurance
      plan
      in which Executive was participating immediately prior to the date of
      termination; and





(iv)  full
      vesting of all Options, Stock Appreciation Rights and Restricted Shares
      previously granted to Executive, which Options and Stock Appreciation Rights
      shall remain exercisable for the period determined in accordance with Section
      20.





(b)  Definition
      of Disability .
      For
      purposes hereof, "Disability" means Executive's inability due to physical or
      mental incapacity to perform the duties and services of his position for a
      period of 120 days. At the Company's option, such physical or mental incapacity
      may be determined by a physician selected by the Company and reasonably
      acceptable to Executive or presumed by the Company on the basis of Executive's
      failure to perform the duties and services of his position for a period of
      120
      days.





(c)  Release .
      In
      order to be eligible to receive any payment pursuant to Section 10(a) hereof,
      Executive must sign, prior to receiving such payment, a complete release of
      all
      claims against Company (other than claims under this Section 10), in
      substantially the form attached hereto as Exhibit I and such release must have
      become effective in accordance with its terms.





(d)  Death .
      If
      Executive dies during the term of his employment with the Company, (i) the
      Executive's estate shall be entitled to the Accrued Amounts and any death
      benefits to which Executive is entitled under any program or policy of the
      Company providing such benefits, and the Company shall have no other liability
      to Executive's estate in respect of any additional compensatory or severance
      amount and (ii) all Options, Stock Appreciation Rights and Restricted Shares
      previously granted to Executive shall immediately vest in full and shall remain
      exercisable for the period determined in accordance with Section
      20.




**ARTICLE
      XI**  **Change
      in Control.**




Section
      11.01  Payment
      Upon Change in Control .
      In the
      event of a Change in Control while Executive is employed by the Company,
      Executive shall be entitled to the following:





(i)  a
      lump
      sum cash payment, payable, subject to Section 20, within 10 business days of
      the
      Change in Control, equal to two times the sum of (A) Executive’s highest Base
      Salary as of the date of the Change in Control and (B) the average annual Bonus
      earned by Executive with respect to the three fiscal years preceding the date
      of
      the Change in Control;





(ii)  full
      vesting of all Options, Stock Appreciation Rights and Restricted Shares
      previously granted to Executive, which Options and Stock Appreciation Rights
      shall remain exercisable for the period determined in accordance with Section
      20; and




(iii)  any
      Gross-Up Payment due in accordance with Section 11(c) hereof.




Section
      11.02  Termination
      Without Cause; For Good Reason .
      In the
      event that the Company terminates Executive’s employment other than for Cause or
      Disability or Executive terminates his employment for Good Reason within 13
      months following a Change in Control, Executive shall be entitled to the
      following in lieu of any payments or benefits under any severance program or
      policy of the Company:




(i)  the
      Accrued Amounts;





(ii)  a
      lump
      sum cash severance payment, payable, subject to Section 20, within 10 business
      days of termination, equal to the sum of (A) Executive’s highest Base Salary as
      of the date of termination and (B) the average annual Bonus earned by Executive
      with respect to the three fiscal years preceding the date of termination;





(iii)  continued
      coverage for a period of thirty-six months commencing on the date of termination
      (A) for Executive (and his eligible dependents, if any) under the Company’s
      health plans on the same basis as such coverage is made available to senior
      executives of the Company (including, without limitation, co-pays, deductibles
      and other required payments and limitations) and (B) under any Company life
      insurance plan in which Executive was participating immediately prior to the
      date of termination; and




(iv)  any
      Gross-Up Payment due in accordance with Section 11(c) hereof.




Section
      11.03  Gross-Up
      Payment .
      (i) Anything
      in this Agreement to the contrary notwithstanding, in the event it shall be
      determined that any payment, award, benefit or distribution (or any acceleration
      of any payment, award, benefit or distribution) by the Company (or any of its
      affiliated entities) or any entity which effectuates a Change in Control to
      or
      for the benefit of Executive (whether pursuant to the terms of this Agreement
      or
      otherwise, but determined without regard to any additional payments required
      under this Section 5(c)) (the “Payments”) would be subject to the excise tax
      imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
      “Code”), or any interest or penalties are incurred by Executive with respect to
      such excise tax (such excise tax, together with any such interest and penalties,
      are hereinafter collectively referred to as the “Excise Tax”), then the Company
      shall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount
      such that after payment by Executive of all taxes (including any Excise Tax)
      imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
      Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and
      (y)
      the product of any deductions disallowed because of the inclusion of the
      Gross-Up Payment in Executive’s adjusted gross income and the highest applicable
      marginal rate of federal income taxation for the calendar year in which the
      Gross-Up Payment is to be made. For purposes of determining the amount of the
      Gross-Up Payment, the Executive shall be deemed to (i) pay federal income
      taxes at the highest marginal rates of federal income taxation for the calendar
      year in which the Gross-Up Payment is to be made, (ii) pay applicable state
      and local income taxes at the highest marginal rate of taxation for the calendar
      year in which the Gross-Up Payment is to be made, net of the maximum reduction
      in federal income taxes which could be obtained from deduction of such state
      and
      local taxes and (iii) have otherwise allowable deductions for federal
      income tax purposes at least equal to those which could be disallowed because
      of
      the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income.




(ii)  Subject
      to the provisions of Section 11(c)(i), all determinations required to be made
      under this Section 11(c), including whether and when a Gross-Up Payment is
      required, the amount of such Gross-Up Payment and the assumptions to be utilized
      in arriving at such determinations, shall be made by the public accounting
      firm
      that is retained by the Company as of the date immediately prior to the Change
      in Control (the “Accounting Firm”) which shall provide detailed supporting
      calculations both to the Company and Executive within fifteen (15) business
      days
      of the receipt of notice from the Company or the Executive that there has been
      a
      Payment, or such earlier time as is requested by the Company (collectively,
      the
“Determination”). In the event that the Accounting Firm is serving as accountant
      or auditor for the individual, entity or group effecting the Change in Control,
      the Company and the Executive shall jointly appoint another nationally
      recognized public accounting firm to make the determinations required hereunder
      (which accounting firm shall then be referred to as the Accounting Firm
      hereunder). All fees and expenses of the Accounting Firm shall be borne solely
      by the Company and the Company shall enter into any agreement requested by
      the
      Accounting Firm in connection with the performance of the services hereunder.
      The Gross-Up Payment under this Section 11(c) with respect to any Payments
      shall
      be made no later than thirty (30) days following such Payment. The Determination
      by the Accounting Firm shall be binding upon the Company and Executive. As
      a
      result of the uncertainty in the application of Section 4999 of the Code at
      the
      time of the Determination, it is possible that Gross-Up Payments which will
      not
      have been made by the Company should have been made (“Underpayment”) or Gross-Up
      Payments are made by the Company which should not have been made
      (“Overpayment”), consistent with the calculations required to be made hereunder.
      In the event that the Executive thereafter is required to make payment of any
      Excise Tax or additional Excise Tax, the Accounting Firm shall determine the
      amount of the Underpayment that has occurred and any such Underpayment (together
      with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall
      be promptly paid by the Company to or for the benefit of Executive. In the
      event
      the amount of the Gross-Up Payment exceeds the amount necessary to reimburse
      the
      Executive for his Excise Tax, the Accounting Firm shall determine the amount
      of
      the Overpayment that has been made and any such Overpayment (together with
      interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall
      be promptly paid by Executive (to the extent he has received a refund if the
      applicable Excise Tax has been paid to the Internal Revenue Service) to or
      for
      the benefit of the Company. Executive shall cooperate, to the extent his
      expenses are reimbursed by the Company, with any reasonable requests by the
      Company in connection with any contests or disputes with the Internal Revenue
      Service in connection with the Excise Tax.




Section
      11.04  Definition
      of "Change in Control" .
      For
      purposes of this Agreement, “Change in Control” means







(i)  The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the “ Exchange
      Act ”))
      (a
“ Person ”)
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of more than 50% of either (A) the then-outstanding shares of
      common stock of the Company (the “ Outstanding
      Company Common Stock ”)
      or
      (B) the combined voting power of the then-outstanding voting securities of
      the Company entitled to vote generally in the election of directors (the
“ Outstanding
      Company Voting Securities ”); provided , however ,
      that,
      for purposes of this Section 10(d)(1), the following acquisitions shall not
      constitute a Change in Control: (i) any acquisition directly from the
      Company, (ii) any acquisition by the Company or (iii) any acquisition
      by any employee benefit plan (or related trust) sponsored or maintained by
      the
      Company or any Affiliated Company;





(ii)  Individuals
      who, as of the Effective Date, constituted the Board (the “ Incumbent
      Board ”)
      cease
      for any reason to constitute at least a majority of the Board; provided , however ,
      that
      any individual becoming a director subsequent to the Effective Date whose
      election, or nomination for election by the Company’s stockholders, was approved
      by a vote of at least a majority of the directors then comprising the Incumbent
      Board shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board;





(iii)  Consummation
      of a reorganization, merger, consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Company (a “ Business
      Combination ”),
      in
      each case, unless, following such Business Combination, (A) all or
      substantially all of the individuals and entities that were the beneficial
      owners of the Outstanding Company Common Stock and the Outstanding Company
      Voting Securities immediately prior to such Business Combination beneficially
      own, directly or indirectly, more than 50% of the then-outstanding shares of
      common stock and the combined voting power of the then-outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case
      may be, of the corporation resulting from such Business Combination (including,
      without limitation, a corporation that, as a result of such transaction, owns
      the Company or all or substantially all of the Company’s assets either directly
      or through one or more subsidiaries) in substantially the same proportions
      as
      their ownership immediately prior to such Business Combination of the
      Outstanding Company Common Stock and the Outstanding Company Voting Securities,
      as the case may be and (B) at least a majority of the members of the board
      of directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board at the time of the execution of the initial
      agreement or of the action of the Board providing for such Business Combination;
      or





(iv)  Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.





(e)  Release .
      In
      order to be eligible to receive any payment pursuant to Section 11(b) or, with
      respect to Section 11(b), Section 11(c) hereof, Executive must sign, prior
      to
      receiving such payment, a complete release of all claims against Company (other
      than claims under this Section 11), in substantially the form attached hereto
      as
      Exhibit I and such release must have become effective in accordance with its
      terms.




**ARTICLE
      XII**  **Non-Solicitation
      and Non-Competition** . Section
      12.01 Except
      as provided in paragraph (f) below, Executive agrees that while Executive
      is employed pursuant to this Agreement and for a period of twelve (12) months
      following termination of Executive’s employment by the Company for any reason
      (the “ Non-Competition
      Period ”),
      whether by action of Executive or the Company, Executive will not, except as
      otherwise provided herein, engage or participate, directly or indirectly as
      principal, agent, executive, employer, consultant, stockholder, partner or
      in
      any other individual capacity whatsoever, in the conduct or management of,
      or
      own any stock or any other equity investment in or debt of, any business which
      is competitive with any business conducted by the Company.




Section
      12.02  For
      the
      purpose of this Agreement, a business shall be considered to be competitive
      with
      the business of the Company if such business is engaged in providing outsourced
      commercialization services to the pharmaceutical industry or any other business
      in which the Company is engaged at the time of termination of Executive’s
      employment; provided that a pharmaceutical company shall not be deemed to be
      competitive if the services Executive renders to such a company do not involve
      providing outsourced commercialization services or any other business in which
      the Company is engaged at the time of termination of Executive’s
      employment.




Section
      12.03  During
      the Non-Competition Period, Executive will not, for his own benefit or for
      the
      benefit of any person or entity other than the Company, (i) solicit, or
      assist any person or entity other than the Company to solicit any officer,
      director, executive or employee of the Company to leave his/her employment,
      (ii) hire or cause to be hired for Executive’s benefit any present or
      former officer, director, executive or employee of the Company, or
      (iii) engage any present or former officer, director, executive or employee
      of the Company as a partner, contractor, sub-contractor, employee, consultant
      or
      other business associate of Executive.




Section
      12.04  During
      the Non-Competition Period, Executive will not (i) solicit, or assist any
      person or entity other than the Company to solicit, any person or entity that
      is
      a client of the Company, or has been a client of the Company during the twelve
      (12) months prior to the date of termination of Executive’s employment, to
      purchase outsourced commercialization services or any other products or services
      the Company provides to a client, or (ii) interfere with any of Company’s
      business relationships.




Section
      12.05  Executive
      acknowledges that (i) the markets served by the Company are national in
      scope and are not dependent on the geographic location of the executive
      personnel or the businesses by which they are employed, and (ii) the above
      covenants are manifestly reasonable on their face, and the parties expressly
      agree that such restrictions have been designed to be reasonable and no greater
      than is required for the protection of the Company.




Section
      12.06  Nothing
      in this Agreement shall he deemed to prohibit Executive from owning equity
      or
      debt investments in any corporation, partnership or other entity which is
      competitive with the Company, provided that
      such investments (i) are passive investments and constitute one percent
      (1%) or less of the outstanding equity securities of such an entity the equity
      securities of which are traded on a national securities exchange or other public
      market and (ii) are approved by the Company.




Section
      12.07  The
      parties to this Agreement mutually agree that, in recognition of Company’s
      dependence on Executive’s experience to carry out its business plan and
      Executive’s senior and key position in the Company, the restrictions detailed in
      this Section 12 are necessary and appropriate to give effect to the
      intended relationships of the parties. Executive agrees that because damages
      arising from violations of this Section 12 are extremely difficult to
      quantify with certainty, injunctive relief will be necessary to effect the
      intent of such Section. Accordingly, Executive hereby consents to the imposition
      of a preliminary or permanent injunction as a remedy to this breach of this
      Section 12.




Section
      12.08  It
      is the
      desire and intent of the parties hereto that the restrictions set forth in
      this
      Section 12 shall be enforced and adhered to in every particular, and in the
      event that any provision, clause or phrase shall be declared by a court of
      competent jurisdiction to be judicially unenforceable either in whole or in
      part
      - whether the limit be in duration, geographic coverage or scope of activities
      precluded - the parties agree that they will mutually petition the court to
      sever or limit the unenforceable provisions so as to retain and effectuate
      to
      the greatest extent legally permissible the intent of the parties as expressed
      in this Section 12.




Section
      12.09  For
      purposes of Sections 12 and 13 of this Agreement, the “Company” shall be deemed
      to refer to the Company and each of its subsidiaries.




**ARTICLE
      XIII**  **Confidential
      Information**




. Section
      13.01 Executive
      shall not (for his own benefit or the benefit of any person or entity other
      than
      the Company) use or disclose any of the Company’s trade secrets or other
      confidential information. The term “trade secrets or other confidential
      information” includes, by way of example, matters of a technical nature,
“know-how”, computer programs (including documentation of such programs),
      research projects, and matters of a business nature, such as proprietary
      information about costs, profits, markets, sales, lists of customers, and other
      information of a similar nature to the extent not available to the public,
      and
      plans for future development. After termination of this Agreement, Executive
      shall not use or disclose trade secrets or other confidential information unless
      such information becomes a part of the public domain other than through a breach
      of this Agreement or is disclosed to Executive by a third party who is entitled
      to receive and disclose such information.




Section
      13.02  Upon
      the
      effective date of notice of Executive’s or the Company’s election to terminate
      this Agreement, or at any time upon the request of the Company, Executive (or
      his heirs or personal representatives) shall deliver to the Company all
      documents and materials containing either trade secrets and confidential
      information relating to the Company’s business or privileged information, and
      all documents, materials and other property belonging to the Company, which
      in
      either case are in the possession or under the control of Executive (or his
      heirs or personal representatives).




Section
      13.03  All
      discoveries and works made or conceived by Executive during his 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 sales materials which relate to wall media products,
      sampling/comparing or services. 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 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 Executive’s employment by the
      Company, are made, disclosed, reduced to a tangible or written form or
      description, or are reduced to practice by Executive and which pertain to work
      performed by Executive while with the Company shall, as between Executive and
      the Company, be presumed to have been made during Executive’s employment by the
      Company




**ARTICLE
      XIV**  **Enforcement** .
      Executive agrees that the Company’s remedies at law for any breach or threat of
      breach by him of the provisions of Sections 12 and 13 hereof will be inadequate,
      and that the Company shall be entitled to an injunction or injunctions to
      prevent breaches of the provisions of Sections 12 and 13 hereof and to
      enforce specifically the terms and provisions thereof, in addition to any other
      remedy to which the Company may be entitled at law or equity.




**ARTICLE
      XV**  **Indemnification** **.** The
      Company shall indemnify Executive against any and all losses, liabilities,
      damages, expenses (including attorneys’ fees) judgments, fines and amounts paid
      in settlement incurred by Executive in connection with any claim, action, suit
      or proceeding (whether civil, criminal, administrative or investigative),
      including any action by or in the right of the Company, by reason of any act
      or
      omission to act in connection with the performance of his duties hereunder
      to
      the full extent that the Company is permitted to indemnify a director, officer,
      employee or agent against the foregoing under applicable law. The Company shall
      at all times cause Executive to be included, in his capacity hereunder, under
      all liability insurance coverage (or similar insurance coverage) maintained
      by
      any of the Company from time to time.




**ARTICLE
      XVI**  **Attorney’s
      Fees and Costs** .
      In the
      event Executive institutes any action to enforce his rights under this Agreement
      and prevails on at least one material claim in such action, the Company shall
      pay Executive’s reasonable cost and expenses (including legal fees) incurred in
      connection with such action.




**ARTICLE
      XVII**  **Tax
      Withholding** **.** Notwithstanding any other provision of this Agreement, the Company may withhold
      from amounts payable under this Agreement all Federal, state, local and foreign
      taxes that are required to be withheld by applicable laws or regulations.




**ARTICLE
      XVIII**  **No
      Waiver** **.** Executive’s or the Company’s failure to insist upon strict compliance with any
      provision of, or to assert any right under, this Agreement shall not be deemed
      to be a waiver of such provision or right or of any other provision of or right
      under this Agreement. Any provision of this Agreement may be waived by either
      party; provided that any
      waiver by any person of any provision of this Agreement shall be effective
      only
      if in writing and signed by the person against whom enforcement of the waiver
      is
      sought and such waiver must specifically refer to this Agreement and to the
      terms or provisions being modified or waived.




**ARTICLE
      XIX**  **No
      Mitigation** **.** In no
      event shall Executive be obligated to seek other employment or take other action
      by way of mitigation of the amounts payable to Executive under any of the
      provisions of this Agreement and such amounts shall not be subject to offset
      or
      otherwise reduced whether or not Executive obtains other employment. The
      Company’s obligation to make any payment pursuant to, and otherwise to perform
      its obligations under, this Agreement shall not be affected by any offset,
      counterclaim or other right that the Company may have against Executive for
      any
      reason.




**ARTICLE
      XX**  **Section
      409A** **.** The
      parties acknowledge and agree that, to the extent applicable, this Agreement
      shall be interpreted in accordance with Section 409A of the Internal Revenue
      Code and the Department of Treasury Regulations and other interpretive guidance
      issued thereunder, including without limitation any such regulations or other
      guidance that may be issued after the Effective Date (“Section 409A”). The
      Company shall take, and Executive shall cooperate with the Company in taking,
      all steps
      reasonably necessary to have such benefits not be deferred compensation
      arrangements under Section 409A, including adopting
      such amendments to this Agreement and appropriate policies and procedures,
      including amendments and policies with retroactive effect, that are reasonably
      necessary or appropriate to preserve the intended tax treatment of the benefits
      provided by this Agreement, provided that (i) the Company will not be required
      to take any such steps that impose
      any material additional costs on the Company and shall not take any such steps
      that impose any material additional costs on Executive (unless Executive
      otherwise consents thereto) and (ii) the
      Company will not be liable for the failure to take any such steps or for the
      imposition of any tax or penalty pursuant to Section 409A.




Without
      limitation of the preceding paragraph, the parties agree that:




(i)
      With
      respect to the time period within which Executive may exercise any outstanding
      stock options or stock appreciation rights, the parties agree to avoid the
      imposition of Section 409A as follows: with respect
      to options or
      stock
      appreciation rights awarded
      prior to the date this Agreement has been executed by both parties, Executive
      shall be entitled to exercise such options and rights through the date that
      is
      twelve (12)
      months from the effective date of Executive’s termination or death, as
      applicable ,
      but in
      no event beyond the latest of (a) the 15th day of the third month following
      the
      date at which any such stock option or
      stock
      appreciation right would
      have otherwise terminated, (b) December 31 of the year during which any
      such stock option or
      stock
      appreciation right would
      have otherwise terminated and (c) such period of time that would be
      permissible under Section 409A and any temporary or final Treasury Regulations
      and guidance promulgated thereunder, so that the extension of the
      post-termination exercise period would not be considered a modification of
      such
      stock option or stock appreciation right (as determined under Section 409A),
      provided that in no event will the option or stock appreciation right remain
      exercisable beyond its original 10-year term, and




(ii)
      With
      respect to stock options or
      stock
      appreciation rights granted
      to Executive on or following the date this Agreement has been executed by both
      parties, Executive shall have until the date that is the second anniversary
      of
      the date of the Executive's termination or death, as applicable (or any
      later
      date specified in the grant agreement )
      to
      exercise such options or stock appreciation rights, provided
      that in no event will any option or stock appreciation right remain exercisable
      beyond its original term. N o
      subsequent document shall modify this Section 20(ii) unless it specifically
      references this Section 20(ii) and is executed by both parties.




**ARTICLE
      XXI**  **Advance
      Notice of Prospective Employment** .
      Executive agrees that following the termination of his employment, prior to
      accepting employment with, or agreeing to perform services for, any entity
      that
      competes with the Company, he will notify the Company in writing of Executive’s
      intentions so as to provide the Company with the opportunity to assess whether
      Executive’s employment or retention may potentially violate any provisions of
      this Agreement.




**ARTICLE
      XXII**  **Miscellaneous
      Provisions** .




Section
      22.01  Notices .
      All
      notices required or permitted under this Agreement shall be in writing and
      shall
      be deemed effective upon personal delivery or upon deposit with (i) the United
      States Postal Service, by registered or certified mail, postage prepaid, or
      (ii)
      a reliable overnight courier service, addressed to the other party at the
      address set forth above (in the case of the Company, "Attention: Chairman of
      the
      Compensation Committee").




Section
      22.02  Pronouns .
      Whenever the context may require, any pronouns used in this Agreement shall
      include the corresponding masculine, feminine or neuter forms, and the singular
      forms of nouns and pronouns shall include the plural, and vice
      versa.




Section
      22.03  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior agreements and understandings, whether written or oral, relating
      to
      the subject matter of this Agreement, including, but not limited to, the
      Employment Agreement dated as of June 14, 1999 between Executive and the
      Company, as heretofore amended. Notwithstanding the foregoing, all prior grant
      or award agreements relating to stock options and restricted stock will remain
      in effect except to the extent explicitly modified by this
      Agreement.




Section
      22.04  Amendment .
      This
      Agreement may be amended or modified only by a written instrument executed
      by
      both the Company and Executive.




Section
      22.05  Governing
      Law .
      This
      Agreement shall be construed, interpreted and enforced in accordance with the
      laws of the State of New York, without regard to its conflict of law
      principles.




Section
      22.06  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of both parties and
      their respective successors and assigns; provided , however ,
      that
      the obligations of Executive are personal and shall not be assigned or delegated
      by him.




Section
      22.07  Waiver .
      No
      delays or omissions by the Company or Executive in exercising any right under
      this Agreement shall operate as a waiver of that or any other right. A waiver
      or
      consent given by the Company or Executive on any one occasion shall be effective
      only in that instance and shall not be construed as a bar or waiver of any
      right
      on any other occasion.




Section
      22.08  Captions .
      The
      captions appearing in this Agreement are for the convenience of reference only
      and in no way define, limit or affect the scope or substance of any section
      of
      this Agreement.




Section
      22.09  Severability .
      In case
      any provision of this Agreement shall be held by a court with jurisdiction
      over
      the parties to this Agreement to be invalid, illegal or otherwise unenforceable,
      the validity, legality and enforceability of the remaining provisions shall
      in
      no way be affected or impaired thereby.




Section
      22.10  Cooperation
      of the Parties .
      The
      Company and Executive agree to make all reasonable efforts to cooperate to
      insure compliance with this Agreement.




Section
      22.11  Duration
      of Terms .
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of Executive’ employment, the Term or this Agreement to the extent
      necessary to give effect to such rights and obligations.




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









**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Agreement as of the day and year first written
      above.






COMPANY
              
              inVentiv
                Health, Inc.
            EXECUTIVEBy:Per
                Lofberg
              Name:
                Per G.H. Lofberg
              Member,
                Compensation Committee of the Board of Directors
            By:/s/Eran
                Broshy
              Name:
                Eran BroshyBy:Donald
                Conklin
              Name:
                Donald Conklin
              Member,
                Compensation Committee of the Board of Directors