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Term of Employment; Title; Duties; Authority.

The Employer hereby employs the Executive, and the Executive hereby accepts employment with the Employer, upon the terms set forth in this Agreement, effective as of July 1, 2007 (the “Effective Date”) and continuing until the date of the termination of the Executive’s employment hereunder in accordance with the terms of this Agreement (the “Termination Date”). The Executive shall serve as the President of the Employer from and after July 1, 2007, with such authority, duties and responsibilities as are commensurate with such position.

During the term of his employment hereunder, the Executive shall report to the Chief Executive Officer of the Employer. The Employer will cause Communications to comply with, and the Executive is an intended third-party beneficiary of, the obligations of Communications under Section 4.8 of the Acquisition Agreement dated as of September 6, 2005 (the “Acquisition Agreement”), relating to the acquisition by a subsidiary of the Employer of inVentiv Communications, Inc. (“Communications”) until January 1, 2008. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Acquisition Agreement.

Extent of Services.

The Executive represents and warrants to the Employer that he is able to enter into this Agreement and that his ability to enter into this Agreement and to fully perform his duties hereunder are not limited to or restricted by any agreements or understandings between the Executive and any other person. For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company or any other entity of any nature.

The Employer shall pay the Executive a base salary at an annualized rate of $490,000 retroactive to July 1, 2007, subject to annual review by the Board of Directors of the Employer (the “Board”) or the Compensation Committee thereof, which may increase, but not decrease, the amount (the “Base Salary”). The Base Salary shall be paid periodically in accordance with the Employer’s ordinary payroll practices for executive personnel, less deductions required by law or pursuant to the benefit plans and policies of the Employer and its affiliates.

The Executive shall be eligible for a bonus in each calendar year, commencing with calendar year 2007, based on the Executive’s success in reaching or exceeding performance objectives as determined by the Chief Executive Officer of the Employer (the “Bonus”), the amount of such Bonus, if any, to be determined in the discretion of the Employer, and (unless the Executive’s employment is terminated by the Employer without Cause between January 1 and January 15 of the year following the year with respect to which the Bonus is earned) subject to the Executive remaining employed by the Employer through January 15 of the year following the year with respect to which the Bonus is earned (the “Payment Eligibility Condition”). The Executive shall be eligible for a prorated Bonus with respect to the period from July 1, 2007 until December 31, 2007 based on the Executive’s success in reaching or exceeding performance objectives, as determined by the Chief Executive Officer of the Employer for such period. Notwithstanding the foregoing, any portion of the Bonus that is paid under a plan or program administered by the Board or the Compensation Committee thereof shall be determined by the Board or the Compensation Committee (with appropriate input from the Chief Executive Officer of the Employer). Any Bonus will be paid at the same time bonuses are paid to executive officers generally. The Executive’s target Bonus in each calendar year shall be 75% of the Executive’s then current Base Salary and the maximum Bonus that may be paid shall be 150% of the Executive’s then current Base Salary. The amount of the Bonus, if any, that is actually awarded shall be determined at the discretion of the Employer. 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 (the “Code”).

Subject to the execution by the Executive of the Employer’s applicable award documentation, the Employer shall grant to the Executive (i) in respect of the Executive’s promotion to President of the Employer, a special equity incentive award grant on or about July 1, 2007 having a value of approximately $1,500,000; and (ii) an equity incentive award with a value of approximately $750,000 as part of its 2008 annual grants to the Employer’s executives. The award documentation for the awards described in clause (i) shall be in substantially the forms attached hereto as Appendix A and the award documentation for the awards described in clause (ii) shall be in substantially the form used for grants to other executive officers of the Employer. The value of equity awards shall be determined in accordance with Statement of Financial Accounting Standards No. 123R. The Executive will be eligible for annual equity grants commensurate with the Executive’s position for 2009 and beyond, with each such grant, if any, subject to the discretion of the Compensation Committee of the Board of the Employer. All grants provided for herein shall be subject to (i) the terms and conditions of the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (or any successor plan), (ii) the determination of the Compensation Committee as to vesting schedule, allocation as between different forms of equity grant and allocation between performance-based and non-performance-based grants, and (iii) the Executive remaining employed until the time of grant.

Fringe Benefits.

The Executive shall be entitled to participate in all benefit plans, policies, programs or arrangements which the Employer provides to its executive officers in accordance with the terms thereof as in effect from time to time. The Employer represents, and the Executive acknowledges that, the Employer does not maintain any retirement programs as of the date hereof other than the Employer’s 401(k) plan.

The Executive shall be entitled to four (4) weeks of vacation during each year of employment, to be prorated monthly for partial years. Such vacation shall be taken at such time or times consistent with the reasonable needs of the business of the Employer. The Executive shall be entitled to sick leave and holidays in accordance with the policies of the Employer.

During the period of the Executive’s employment, the Employer shall pay to the Executive as a car allowance the net amount of $833 per month paid as taxable wages. The allowance will end effective with the Executive’s termination.

The Employer shall provide the Executive with at least one million dollars ($1,000,000) in term life insurance coverage.

For so long as the Executive is an officer or director of the Employer or any of its subsidiaries and thereafter for so long as such insurance is carried by the Employer, the Employer shall provide, at its expense, director’s and officer’s insurance and indemnity coverage covering the Executive, in each case on the same terms as it provides to other executive officers and directors of the Employer or its subsidiaries or, for any period during which the Executive is no longer employed, on the same terms as it provides to other former executive officers and directors of the Employer or its subsidiaries.

Reimbursement of Business Expenses.

Disability.

Termination.

The Executive’s employment shall be “at will” and may be terminated at any time by the Employer with or without Cause, subject to the terms of this Agreement and clause (c)(vi) of Section 4.8 of the Acquisition Agreement.

For the purposes of this Agreement, “Cause” shall mean any of the following: (i) a material breach by the Executive of this Agreement, including without limitation the provisions of Section 8 or 9 of this Agreement, or, until January 1, 2008, Section 4.8 of the Acquisition Agreement, which, to the extent susceptible of cure, is not cured within ten (10) business days after written notice to the Executive (or any shorter notice period reasonably necessary to avoid material harm to the Employer or Communications) that identifies with reasonable specificity the manner in which the Employer believes the Executive has breached; (ii) the Executive willfully engaging in misconduct which is materially injurious to the Employer or any of its Affiliates (including Communications); (iii) the Executive’s willful gross neglect of his duties for which he is employed or refusal or failure to follow the material, lawful directives of the Chief Executive Officer of the Employer in any material respect, in either case, where such neglect, refusal or failure is not due to the Executive’s physical or mental incapacity and, which to the extent susceptible of cure, is not cured within ten (10) business days after written notice to the Executive (or any shorter notice period reasonably necessary to avoid material harm to the Employer) that identifies with reasonable specificity the willful gross neglect or failure to follow directives; and (iv) the Executive’s conviction of a felony or any misdemeanor involving dishonesty, fraud or moral turpitude or the entry of a guilty or nolo contendere plea with respect thereto. For purposes of this Section 7(b), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Employer. Any act, or failure to act, based upon express authority given pursuant to the written direction of the Chief Executive Officer of the Employer or the Board with respect to such act or omission shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Employer. The termination of the Executive’s employment for Cause shall not be deemed to be effective unless and until the Employer’s Chief Executive Officer and Board find (after reasonable notice, specifying the particulars thereof in reasonable detail, is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clause (i), (ii), (iii) or (iv) above.

The Executive may terminate his employment with the Employer for “Good Reason” by notice to the Employer (i) within ninety (90) days of the occurrence or the events or circumstances in which such termination for “Good Reason” is based and (ii) following, in the case of any termination for “Good Reason” pursuant to clause (i), (ii), (iii) or (v) below, reasonable notice, specifying the particulars thereof in reasonable detail, to the Chief Executive Officer of the Employer an opportunity for the Chief Executive Officer, together with counsel, to confer with the Executive. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position as President (including status, offices, title(s) and reporting requirements), authority, duties or responsibilities, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Employer within ten (10) business days after receipt of written notice thereof given by the Executive that identifies with reasonable specificity the manner in which the Executive believes the Employer has violated this clause; (ii) any failure of the Executive to be nominated for election as a director of the Employer or the removal of the Executive as a director of the Employer by the Board other than for Cause; (iii) any material breach of this Agreement or (subject to Section 16(c) of this Agreement), until January 1, 2008, Section 4.8 of the Acquisition Agreement by the Employer or inChord Holding Corporation or its subsidiaries, that is not remedied by the Employer within ten (10) business days after written notice to the Employer that identifies with reasonable specificity the manner in which the Executive believes the Employer or subsidiary, as applicable, has breached this Agreement or Section 4.8 of the Acquisition Agreement; (iv) any purported termination by the Employer of the Executive’s employment otherwise than as expressly permitted by this Agreement; (v) any failure by the Employer to comply with and satisfy Section 16(g) of this Agreement which is not remedied within ten (10) business days after the closing of a transaction contemplated by subparagraph (ii) of Section 16(g) of this Agreement; or (vi) any termination of employment by the Executive during the 30-day period following the one (1) year anniversary of a Change in Control.

The Executive may terminate his employment other than for Good Reason, provided that prior to any termination pursuant to this Section 7(d), the Executive shall provide not less than (i) six (6) months’ prior written notice thereof to the Chief Executive Officer of the Employer if such notice is given prior to January 1, 2008 or (ii) forty-five (45) days’ prior written notice thereof to the Chief Executive Officer of the Employer if such notice is given on or after January 1, 2008.

Upon any termination of employment, regardless of the reason therefor, the Employer shall pay to the Executive or his estate (i) the Base Salary through the date of termination, (ii) subject to satisfaction of the Payment Eligibility Condition, any earned but unpaid Bonus amount, (iii) any expenses subject to reimbursement in accordance with Section 5 of this Agreement and (iv) any benefits due to Executive under any employee benefit plan of the Employer and any payments due to Executive under the terms of any Employer program, arrangement or agreement, excluding any severance program or policy, in each case at the times and in the amounts determined in accordance with the terms of such plan, program, arrangement or agreement (the “Accrued Amounts”). Upon any termination of employment by the Employer for Cause or by the Executive other than for Good Reason, or death or Disability, the Executive shall be entitled only to the Accrued Amounts and the Employer shall, except as required by law, have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination date and shall have no other obligations to the Executive in respect of such termination (including under any severance plan or policy of the Employer or any of its affiliates), and the Employer shall continue to have all other rights available hereunder.

(i) If the Executive’s employment is terminated by the Employer without Cause (whether or not clause (c)(vi) of Section 4.8(a) of the Acquisition Agreement is applicable) or if the Executive terminates his employment for Good Reason, in each case prior to a Change in Control, then in addition to the payment of the Accrued Amounts, the Executive shall be entitled to: (a) a lump sum payment, payable, subject to Section 13, within the (10) business days of the date of the Executive’s termination, equal to the sum of (I) the aggregate of the Base Salary that would otherwise have been payable if the Executive continued the Executive’s employment hereunder for twelve (12) months following the date of such termination and (II) the average annualized Bonus paid to the Executive for the three (3) preceding fiscal years, disregarding any fiscal years for which the Executive was not eligible for a Bonus in accordance with the terms hereof (or, if such termination occurs prior to January 15, 2008, an amount equal to 75% of the annual Base Salary); and (b) vesting of the portion of all equity incentive awards, including options, stock appreciation rights, restricted stock units and restricted shares previously granted to the Executive, that would have vested had the Executive’s employment continued until the first anniversary of the effective date of such termination (and with respect to any performance-based awards, based on the deemed attainment of applicable performance objectives at target levels), and each such equity incentive award shall remain exercisable, where applicable (but subject to the terms of the equity plan under which such awards were granted relating to extraordinary transactions and forfeiture for misconduct), to the applicable date provided in Section 13 of this Agreement. Such severance pay shall be paid, net of payroll taxes and other legally required deductions. The Employer shall, except as required by law and as described in Section 7(i) of this Agreement, have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination date and shall have no other obligations to the Executive in respect of a termination described in the first sentence of this Section 7(f)(i) (including under any severance plan or policy of the Employer or any of its affiliates), and the Employer shall continue to have all other rights available hereunder.

Upon a Change in Control during the Executive’s employment hereunder, the Executive shall be entitled to: (i) a lump sum payment equal to the sum of (A) the aggregate of the Base Salary that would otherwise have been payable if the Executive continued the Executive’s employment hereunder for nine (9) months following such Change in Control and (B) 75% of the average annual Bonus paid to the Executive for the three (3) preceding fiscal years, disregarding any fiscal years for which the Executive was not eligible for a Bonus in accordance with the terms hereof (or, if such Change in Control occurs prior to January 15, 2008, an amount equal to 56.25% of the annual Base Salary); (ii) full vesting of all equity incentive awards, including options, stock appreciation rights, restricted stock units and restricted shares previously granted to the Executive (and with respect to any such equity awards that may be performance-based, based on the deemed attainment of applicable performance objectives at target levels), and each such equity incentive award shall remain exercisable, where applicable (but subject to the terms of the equity plan under which such awards were granted relating to extraordinary transactions and forfeiture for misconduct), to the applicable date provided in Section 13(a) of this Agreement; and (iii) any Gross-Up Payment due in accordance with Section 7(l) of this Agreement. The amount described in clauses (i) and (iii) of the preceding sentence shall be payable net of payroll taxes and other legally required deductions. The Employer shall have no other obligations to the Executive in respect of a Change of Control (including under any severance plan or policy of the Employer or any of its affiliates) and the Employer and Executive shall continue to have all other rights available hereunder.

If the Executive is terminated by the Employer without Cause (whether or not clause (c)(vi) of Section 4.8 of the Acquisition Agreement is applicable), if the Executive terminates his employment for Good Reason or if the Executive dies or is terminated for Disability, in each case within thirteen (13) months after a Change in Control, then in addition to the payment of the Accrued Amounts, the Executive shall be entitled to receive a lump sum payment, subject to Section 13, equal to the sum of: (i) the aggregate of the Base Salary that would otherwise have been payable if the Executive continued the Executive’s employment hereunder for nine (9) months following such termination; (ii) 75% of the average annualized Bonus paid to the Executive for the three (3) preceding fiscal years, disregarding any fiscal years for which the Executive was not eligible for a Bonus in accordance with the terms hereof (or, if such termination, Disability or death occurs prior to January 15, 2008, an amount equal to 56.25% of the annual Base Salary); and (iii) any Gross-Up Payment due in accordance with Section 7(l) of this Agreement. Such severance pay shall be payable, net of payroll taxes and other legally required deductions. The Employer shall, except as required by law and as described in Section 7(i) of this Agreement, have no other obligations hereunder or otherwise with respect to the Executive’s employment from and after the termination date and shall have no other obligations to the Executive in respect of a termination described in the first sentence of this Section 7(h) (including under any severance plan or policy of the Employer or any of its affiliates), and the Employer shall continue to have all other rights available hereunder.

(i) If the Executive is terminated by the Employer without Cause (whether or not clause (c)(vi) of Section 4.8 of the Acquisition Agreement is applicable), if the Executive terminates his employment for Good Reason, if the Executive's employment terminates by reason of his death or if the Executive is terminated for Disability, the Executive will be entitled to: (A) except where the Executive's employment terminates by reason of his death, for a period of eighteen (18) months following such termination of employment, continued coverage under any Employer-provided life insurance in which the Executive was participating or covered immediately prior to the date of termination (with respect to group plans, on the same basis as such coverage is made available to senior executives of the Employer during such period) and (B) subject to the Executive making a timely election to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for a period of eighteen (18) months following the termination of the Executive’s employment, or such longer period as any plan, program, practice or policy may provide (the “Initial Welfare Continuation Period”), the Employer shall continue health benefits to the Executive (and/or his spouse and eligible dependents, if any) equivalent to those which would have been provided to them in accordance with the plans, programs, practices and policies as made available to actively employed executives of the Employer (including, without limitation, co-pays, deductibles and other required payments and limitations) as then in effect (the “Welfare Plans”). The Employer shall use commercially reasonable best efforts to provide, upon the end of the Initial Welfare Continuation Period, the Executive (and/or his spouse and eligible dependents, if any) with the right to elect coverage for a period of eighteen (18) months (or, in the case of a termination for Disability, seven (7) months) from the end of the Initial Welfare Continuation Period (the "Secondary Welfare Continuation Period") on the same basis as COBRA coverage made available to other participants under the Welfare Plans as if the last day of the Initial Welfare Continuation Period was, itself, a “qualifying event” under COBRA. Notwithstanding the foregoing, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the health benefits described herein shall be secondary to those provided under such other plan during such Secondary Welfare Continuation Period. The benefits provided pursuant to this Section following the Initial Welfare Continuation Period that are not “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be treated as follows, notwithstanding any other provision hereof: the amount of such benefits provided during one (1) calendar year shall not affect the amount of such benefits provided in any other taxable year. To the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No such benefit may be liquidated or exchanged for another benefit.

Notwithstanding the foregoing, the Executive shall not be entitled to any payment or benefit pursuant to Section 7(f), (h) or (i) of this Agreement unless (i) the Executive remains in material compliance with the Executive’s obligations under Sections 8 and 9 of this Agreement (it being understood that the Executive’s failure to remain in compliance with the Executive’s obligations under this Agreement will not give rise to any right of the Employer to reclaim any benefit previously paid or provided) and (ii) the Executive (or, in the case of the Executive’s death, his estate) executes a general release of the Employer and its affiliates, and their respective officers, directors, employees and agents in substantially the form and substance attached hereto as Appendix B not later than thirty (30) days following the date of termination occurs.

For purposes of this Agreement, “Change in Control” means

Gross-Up Payment.

Non-Solicitation and Non-Competition.

The Executive acknowledges and agrees to be bound by the provisions of Section 4.2 of the Acquisition Agreement, which are incorporated by reference herein. The duration of the covenants contained in said Section 4.2, as incorporated herein, will be unaffected by any termination of the Executive’s employment (regardless of the reason therefor). The Executive agrees in addition to be bound by identical covenants hereunder (as well as a covenant prohibiting the Executive, for his own benefit or the benefit of any person (other than Traci Voytus) or entity other than an inVentiv Entity, from (i) hiring any present or former officer, director or employee or (ii) engaging any present or former officer, director or employee as a partner, contractor, sub-contractor, employee, consultant or other business associate of Executive) with respect to each inVentiv Entity, including inVentiv Communications, Inc. (f/k/a inChord Communications, Inc.) and the Company Subsidiaries, commencing on the date hereof and continuing until the first anniversary of the termination of the Executive’s employment for any reason (or, if such termination occurs prior to October 5, 2010, the second anniversary of such termination), provided that for purposes of this sentence, “Restricted Business” means any business conducted by any inVentiv Entity as of the date hereof or at any time prior to the Termination Date during the Executive’s employment by the Employer. The preceding sentence amends Section 8 of the Employment Agreement dated as of September 6, 2005 between the Executive and inVentiv Communications, Inc.

The Executive agrees and acknowledges that in order to assure the inVentiv Entities that they will retain the value of their business operations, it is necessary that the Executive undertake not to utilize the Executive’s special knowledge of such business operations and the Executive’s relationships with customers to compete with the inVentiv’s Entities. Executive further acknowledges that:

For purposes of Sections 8 and 9 of this Agreement, the “inVentiv Entities” shall be deemed to refer to the Employer and each of its subsidiaries in existence during the Executive’s employment with the Employer and their successors.

Confidential Information.

During the Executive’s employment under this Agreement and for a period equal to the later of one (1) year after termination hereof and the expiration of any non-competition or non-solicitation covenants to which the Executive shall be bound under this Agreement or the Acquisition Agreement, the Executive shall hold in strict confidence, and shall not use other than in the conduct of the business of any inVentiv Entity (including the Employer), all information concerning the businesses and affairs of the inVentiv Entities (“Confidential Information”). Notwithstanding the foregoing, (i) the Executive may disclose Confidential Information (A) if the same currently is in the public domain or hereafter is in the public domain other than as a result of a breach of this Section 9(a) by the Executive or (B) if the same is later acquired by the Executive from another source and the Executive did not know that such source was under a contractual, legal or fiduciary obligation to another person to keep such information confidential and (ii) the Executive may disclose such of the Confidential Information as is required by law (including by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process), or in connection with his preparation of tax returns or in response to tax audits or similar proceedings, so long as (x) the Executive provides the Employer with prompt written notice of any disclosure (unless such information is disclosed solely by virtue of including such information in a tax return) so that the Employer may seek a protective order or other appropriate remedy or (y) with respect to any disclosure in connection with his preparation of tax returns or in response to non-public tax audit proceedings, such disclosure is made on a confidential basis.

Upon the effective date of notice of the Executive’s or the Employer’s election to terminate the Executive’s employment with the Employer or upon any termination pursuant to Section 6 of this Agreement, or at any time upon the request of any inVentiv Entity, the Executive (or his heirs or personal representatives) shall deliver to the Employer or any other applicable inVentiv Entity all documents and materials containing Confidential Information as described herein and all documents, materials and other property belonging to the Employer or such inVentiv Entity, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives).

All discoveries and works made or conceived by the Executive during and in the course of his employment by the Employer, jointly or with others, that relate to the Employer’s activities shall be owned and assignable by the Employer. 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 (excluding solely works intended for publication and public dissemination in an individual capacity) that relate to the Employer’s business or the business, operations or activities of any customer or client of the Employer. The Executive shall promptly notify and make full disclosure to, and execute and deliver any documents requested by, the Employer to evidence or better assure title to such discoveries and works by the Employer, assist the Employer in obtaining or maintaining, at the Employer’s 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 Employer or its assignees 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, reduced 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 capacity as an employee of, the Employer shall, as between the Executive and the Employer, be presumed to have been made during the Executive’s employment by the Employer.

Enforcement.

Property of Employer.

Indemnification.

Section 409A.

With respect to the time period within which the Executive may exercise any outstanding stock options or stock appreciation rights, the parties agree to avoid the imposition of Section 409A, the Executive shall be entitled to exercise such options and rights through the earliest of (i) the maximum date that is permitted under Section 409A, (ii) the second anniversary of the date of the Executive’s termination or death, as applicable (or any longer period during which executive officers generally are permitted to exercise stock options or stock under such circumstances) and (iii) if the Executive's employment is terminated by the Employer for Cause or by the Executive other than for Good Reason (and not by reason of death), such date as is prescribed under the applicable incentive plan and grant documentation, provided that in no event will the option or stock appreciation right remain exercisable beyond its original term;

For purposes of Section 7(l) of this Agreement, the Employer shall pay the fees and expenses of the Accounting Firm not later than the end of the calendar year following the calendar year in which the related work is performed or the expenses are incurred by the Accounting Firm and the Employer shall pay all other amounts that it is required to pay to or on behalf of the Executive under Section 7(l) of this Agreement not later than the end of the calendar year following the calendar year in which the related Taxes are remitted to the applicable taxing authority;

Subject to paragraph (d) below, except as otherwise provided herein, each lump sum payment that is to be made pursuant to this Agreement, other than the payment described in Section 7(f) of this Agreement, shall be made not later than ninety (90) days following the date of the event giving rise to such lump sum cash payment;

If the Executive is a “specified employee,” defined under Section 409A and as determined by the Employer in good faith in accordance with the Employer’s policies, on the date of his termination from employment with the Employer, to the extent required in order to comply with Section 409A, cash amounts to be paid under Section 7 of this Agreement on account of the Executive’s termination of employment for any reason other than death (other than Accrued Amounts) shall be paid to the Executive on the first business day after the date that is six (6) months following the Executive’s “separation from service” within the meaning of Section 409A, with interest from the date on which payment would otherwise have been made, calculated at the applicable federal rate provided under Section 7872(f)(2)(A) of the Code;

Any tax gross-up payment described in Section 7(l) and any payments or reimbursements of expenses pursuant to Section 7(i) or 14 shall be made by the end of the calendar year next following the calendar year in which the related taxes are remitted to the taxing authority by the Executive;

Any payment to be made pursuant to Section 7(g) of this Agreement shall be made upon the Change of Control but in no event later than two and one-half (2½) months following the year in which the Change of Control occurred; and

Each of the payments described in this Agreement shall be classified as a “separate payment” under Section 409A. As used in this Agreement, a “termination of employment” shall be mean a “separation from service” under Code Section 409A (and the Treasury Regulations promulgated thereunder).

Attorney’s Fees and Costs.

Mitigation.

Miscellaneous.

All notices required or permitted under this Agreement shall be given as provide in the Acquisition Agreement, addressed to the other party at the address provided therein (with respect to the Employer) or herein (with respect to the Executive), or at such other address or addresses as either party shall designate to the other in writing from time to time.

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.

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 any existing employment agreement between the Employer or any of its affiliates and the Executive (including without limitation the Employment Agreement dated as of September 6, 2005 between inVentiv Communications, Inc. (f/k/a inChord Communications, Inc.) and the Executive (the “Prior Agreement”)), which existing employment agreement shall be deemed to be of no further force or effect upon the Effective Date) but not including the Acquisition Agreement. Except as specifically set forth in Section 8 of this Agreement and Section 4.2 of the Acquisition Agreement, the Executive will have no other obligation to the Employer or any of its subsidiaries with respect specifically to non-competition or non-solicitation pursuant to common law principles, fiduciary duties or any agreement to which the Executive becomes a party, but the Executive shall be required to comply with any code of conduct or policy of the Employer or any of its subsidiaries applicable to employees generally that does not materially conflict with this Agreement or the Acquisition Agreement and, provided that, this Agreement shall supersede any current or future code of conduct, policy or other agreement relating to the subject matter of Section 8 or Section 4.2 of the Acquisition Agreement. The Executive, in his capacity as Shareholder Representative under the Acquisition Agreement, agrees that the termination of the Prior Agreement and his employment with inVentiv Communications, Inc. thereunder shall not, for purposes of the Acquisition Agreement, be deemed to be a termination of the Executive's employment with inVentiv Communications, Inc. Without limitation of the foregoing, the termination of the Prior Agreement and the Executive's employment with inVentiv Communications, Inc. thereunder shall not, in itself, give rise to any requirement to make the Forecast Payment or to make any other payment or confer any other benefit upon the Executive or any other Shareholder, provided that if, prior to January 1, 2008, the Executive’s employment with the Employer terminates under circumstances that would, under the term of the Acquisition Agreement, have required the Forecast Payment to be made (assuming satisfaction of all performance measures set forth on Schedule I to the Prior Agreement) if the Executive were an employee of inVentiv Communications, Inc., then Forecast Payment will be required to be made in accordance with Section 1.5 of the Acquisition Agreement (for such purpose, this Agreement shall replace the “CEO Employment Agreement”).

Notwithstanding anything to the contrary set forth in this Agreement, except as provided in the third and fourth sentences of Section 16(c) hereof, the rights and obligations of the Executive and the Employer under the Acquisition Agreement (including without limitations Sections 1.5(c), 4.3 and 4.8 thereof) shall remain unmodified and in full force and effect.

This Agreement may be amended or modified only by a written instrument executed by both the Employer and the Executive.

This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any controversy or claim arising out of or relating to this Agreement or the employment relationship between the Executive and the Employer shall be submitted to arbitration under the auspices of the American Arbitration Association in accordance with its Commercial Dispute Resolution Procedures and Rules and at its office in Wilmington, Delaware. 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. Notwithstanding the foregoing, any controversy or claim arising out of or relating to any claim by the Employer for temporary or preliminary relief with respect to Section 8 or 9 of this Agreement need not be resolved in arbitration and may be resolved in accordance with Section 10 of this Agreement. 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, 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 thereunder to have a judicial tribunal resolve such claims. In the event of any arbitral or legal proceeding between the parties hereto with respect to the subject matter of this Agreement, the party substantially prevailing in any such proceeding shall be entitled to an award from the other party of all legal fees and expenses reasonably incurred in connection with such proceeding. The Employer and the Executive hereby agree that any such payments shall be excluded from, and have no effect on, any calculation of EBIT under the Acquisition Agreement but not under any plan or program governing the calculation of the Special Bonus Plan.

This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns; provided, however, that (i) the obligations of the Executive are personal and shall not be assigned or delegated by the Executive and (ii) the Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place.

No delays or omission by the Employer or the 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 Employer or the 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.

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

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.