UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

VENTIV HEALTH, INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)

VENTIV HEALTH, INC.
1114 Avenue of the Americas
New York, New York 10036

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 2001

----------------

April 30, 2001

To Our Stockholders:

You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of Ventiv Health, Inc. (the "Company") to be held at the Company's corporate
offices 1114 Avenue of the Americas, 8th floor, New York, NY, on June 20,
2001, at 3:00 p.m., local time, for the following purposes:

1. To elect eight (8) directors of the Company;

2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for 2001; and

3. To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on April 23, 2001 will
be entitled to notice of, and to vote at, the meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING, PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE.

IF YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE APPROPRIATE
BOX ON YOUR PROXY CARD. AN ADMISSION CARD IS INCLUDED IF YOU ARE A STOCKHOLDER
OF RECORD. IF YOUR SHARES ARE HELD IN STREET NAME, AN ADMISSION CARD IN THE
FORM OF A LEGAL PROXY WILL BE SENT TO YOU BY YOUR BROKER. IF YOU DO NOT
RECEIVE THE LEGAL PROXY IN TIME, YOU WILL BE ADMITTED TO THE ANNUAL MEETING BY
SHOWING YOUR MOST RECENT BROKERAGE STATEMENT VERIFYING YOUR OWNERSHIP OF
COMMON STOCK.

By Order of the Board of Directors,

Joseph S. Durko

Secretary

VENTIV HEALTH, INC.
1114 Avenue of the Americas
New York, New York 10036

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 20, 2001

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PROXY STATEMENT

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GENERAL INFORMATION

Proxy Solicitation

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ventiv Health, Inc. for use at the 2001
Annual Meeting of Stockholders to be held at the Company's corporate offices,
1114 Avenue of the Americas, 8th floor, New York, NY, on June 20, 2001, at
3:00 p.m., local time. The purpose of the meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting.

The Company is mailing its Annual Report to Stockholders for the year ended
December 31, 2000, along with this Proxy Statement and the enclosed proxy. The
2000 Annual Report to Stockholders does not form any part of the materials for
the solicitation of proxies.

The Company will pay the cost of all proxy solicitations. In addition to the
solicitation of proxies by mail, officers and other employees of the Company
and its subsidiaries may solicit proxies by personal interview, telephone,
telecopy and telegram. None of these individuals will receive compensation for
such services, which will be performed in addition to their regular duties.
Also, the Company has made arrangements with brokerage firms, banks, nominees
and other fiduciaries to forward proxy solicitation material for shares held
of record by them to the beneficial owners of such shares. The Company will
reimburse such persons for their reasonable out-of-pocket expenses in
forwarding such material.

This Proxy Statement and the enclosed proxy are first being mailed to the
Company's stockholders on or about April 30, 2001.

Voting and Revocability of Proxies

A proxy for use at the meeting and a return envelope are enclosed. Shares of
common stock of the Company, par value $0.001 per share, outstanding as of the
record date for the meeting and represented by a properly executed proxy, if
such proxy is timely received and not revoked, will be voted at the meeting in
accordance with the instructions indicated in such proxy. If no such
instructions are indicated, such shares will be voted "FOR" the election of
the eight nominees for director named in the proxy. For purposes of
determining the number of votes with respect to the other matters submitted to
stockholders, only those cast "FOR" or "AGAINST" are included. Abstentions and
broker non-votes are counted only for purposes of determining whether a quorum
is present at the meeting. Discretionary authority is provided in the proxy as
to any matters not specifically referred to therein. Except for the matters
discussed in this Proxy Statement and reflected in the proxy, management is
not aware of any other matters which are likely to be brought before the
meeting. If any such matters properly come before the meeting, however, the
persons named in the proxy are fully authorized to vote thereon in accordance
with their judgment and discretion.

A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the meeting by (1) giving written notice of revocation to the
Secretary of the Company, (2) properly submitting to the Company a

duly executed proxy bearing a later date or (3) voting in person at the
meeting. All written notices of revocation or other communications with
respect to revocation of proxies should be addressed as follows: Ventiv
Health, Inc., 1114 Avenue of the Americas, New York, New York 10036,
Attention: Corporate Secretary.

Voting Procedures

All holders of record of the Company's Common Stock at the close of business
on April 23, 2001 will be eligible to vote at the 2001 Annual Meeting. Each
holder of Common Stock is entitled to one vote on each matter properly brought
before the meeting for each share held by such stockholder on the record date.
As of the close of business on April 23, 2001, there were 22,830,861 shares of
Common Stock outstanding. Only shares that are voted in favor of a particular
nominee will be counted toward such nominee's achievement of a majority,
except that the accompanying proxy will be voted for the eight nominees in the
absence of instructions to the contrary. Consequently, shares present at the
meeting that are not voted for a particular nominee or shares present by proxy
where the stockholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a majority.

The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock entitled to vote at the meeting will constitute a quorum for
the transaction of business. Votes cast in person or by proxy, abstentions and
broker non-votes (as hereinafter defined) will be tabulated by the inspectors
of election and will be considered in the determination of whether a quorum is
present at the meeting. At all meetings of the stockholders at which a quorum
is present, all matters are decided by the vote of the holders of a majority
of the shares entitled to vote thereat present in person or by proxy.

The inspectors of election will treat shares represented by executed proxies
that abstain from voting as shares that are present and entitled to vote for
purposes of determining whether a matter is approved. If, with respect to any
shares of Common Stock, a broker or other nominee submits a proxy indicating
that instructions have not been received from the beneficial owners or the
persons entitled to vote, and that such broker or other nominee does not have
discretionary authority to vote such shares (a "broker non-vote") on a
proposal, those shares will not be treated as present and entitled to vote at
the meeting for purposes of determining whether a proposal is approved at the
meeting.

Voting of Proxies

Stockholders are requested to complete, date, sign and promptly return the
accompanying form of proxy in the enclosed envelope. Shares of Common Stock
represented by properly executed proxies received by the Company and not
revoked will be voted at the meeting in accordance with the instructions
contained therein. If instructions are not given, proxies will be voted "FOR"
election of each nominee for director named herein. For purposes of
determining the number of votes cast with respect to the matters presented to
the stockholders at the meeting other than the election of directors, only
those cast "FOR" or "AGAINST" are included. Abstentions and broker non-votes
are counted only for purposes of determining whether a quorum is present at
the meeting.

ELECTION OF DIRECTORS

Nominees for Election as Directors

The Certificate of Incorporation and Bylaws of the Company provide that
directors shall be elected at each annual meeting of the Company's
stockholders. The number of directors constituting the full Board of Directors
currently is fixed at eight (8) directors.

Eight (8) nominees are named in this Proxy Statement. If elected, each of
the directors will serve for a one-year term expiring at the 2002 Annual
Meeting or at the earlier of either his or her resignation or removal. The
Board of Directors has nominated the eight (8) incumbent directors for
election to the Board: Daniel M. Snyder,

Michele D. Snyder, Eran Broshy, Mortimer B. Zuckerman, Fred Drasner, A.
Clayton Perfall, Donald Conklin and John R. Harris.

Approval of the election of each of the nominees as directors of the Company
requires the affirmative vote of a majority of the votes cast at the Annual
Meeting. The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote "FOR" the eight
(8) nominees named by the Board of Directors.

The Board of Directors does not expect that any of the nominees will be
unavailable for election as a director. However, if by reason of an unexpected
occurrence one or more of the nominees is not available for election, the
persons named in the form of proxy have advised that they will vote for such
substitute nominees as the Board of Directors of the Company may propose. The
following information is as of March 31, 2001.

Age, period served as director, other
business experience
Name and present position, during the last five years and family
if any, with the Company relationships, if any
-------------------------- -------------------------------------

Daniel M. Snyder,
Co-Chairperson of the Board... Daniel M. Snyder, 36, has served as the Co-
Chairperson of the Board of the Company since
the Company's separation from Snyder
Communications, Inc. in September 1999. Mr.
Snyder is the Owner and Chairman of the
Washington Redskins football team. Mr. Snyder
was Chairman and a founder of Snyder
Communications, Inc. and served as Chief
Executive Officer of Snyder and its
predecessors from 1987 to September 2000.

Michele D. Snyder,
Co-Chairperson of the Board... Michele D. Snyder, 38, has served as the Co-
Chairperson of the Board of the Company since
the Company's separation from Snyder
Communications, Inc. in September 1999. Ms.
Snyder was a founder of Snyder
Communications, Inc. and served as President
and Chief Operating Officer and a director of
Snyder and its predecessors from 1987 to
September 2000. Ms. Snyder is Mr. Snyder's
sister.

Eran Broshy,
Director and Chief Executive
Officer....................... Eran Broshy, 42, has served as a director and
the Chief Executive Officer of the Company
since the Company's separation from Snyder
Communications, Inc. in September 1999. Mr.
Broshy served as the practice leader of the
North American healthcare consulting practice
of the Boston Consulting Group from 1991 to
1998. From 1998 to 1999, Mr. Broshy served as
President and Chief Executive Officer of
Coelacanth Corporation, a privately-held
biotechnology company.

Mortimer B. Zuckerman,
Director...................... Mortimer B. Zuckerman, 63, has been a
director of the Company since September 1999.
Mr. Zuckerman has served as the Chairman of
Boston Properties, Inc., a national real
estate development and management company,
since 1970. He also serves as Chairman of
U.S. News & World Report, L.P. and Editor-in-
Chief of U.S. News & World Report, Chairman
of Daily News, L.P. and Co-Publisher of the
New York Daily News, and Chairman of the
Board of Directors of Applied Graphics
Technologies, Inc.

Fred Drasner,
Director...................... Fred Drasner, 58, has been a director of the
Company since September 1999. Mr. Drasner has
been Chief Executive Officer of Daily News,
L.P. and Co-Publisher of the New York Daily
News, since 1993. Mr. Drasner also serves as
the co-Chairman of U.S. News & World Report,
Chairman of Applied Graphics Technologies,
Inc., and Chairman and Chief Executive
Officer of Applied Printing Technologies.

A. Clayton Perfall,
Director...................... A. Clayton Perfall, 42, has been a director
of the Company since the Company's separation
from Snyder Communications, Inc. in September
1999. He currently serves as Chief Executive
Officer of Convergence Holdings Corp. Prior
to taking this position in January 2001, Mr.
Perfall served as the Chief Financial Officer
and a director of Snyder Communications, Inc.
from 1996 to September 2000. Prior to joining
Snyder Communications, Inc., Mr. Perfall
spent fifteen years with Arthur Andersen LLP.

Donald Conklin,
Director...................... Donald Conklin, 64, has been a director of
the Company since September 1999. Prior to
joining the Company's Board, Mr. Conklin
worked for 37 years with Schering-Plough
Corporation. He was President of the
worldwide pharmaceutical operations for 10
years and Chairman of its Health Care
Products division for two years. Mr. Conklin
is a member of the Board of Directors of
Biotransplant, Inc., Vertex Pharmaceuticals,
Inc. and Alfa Cell, Inc.

John R. Harris,
Director...................... John R. Harris, 52, has been a director of
the Company since May 2000. Mr. Harris is the
Chairman and Chief Executive Officer of
Ztango.com, a provider of wireless Internet
software and solutions for e-companies,
wireless network operators and corporations.
Prior to joining Ztango.com in 1999, Mr.
Harris spent 25 years with Electronic Data
Systems, during which he held a variety of
executive leadership positions encompassing
sales, marketing, strategy and operations,
most recently served as Corporate Vice
President, Marketing & Strategy. Mr. Harris
is a member of the Board of Directors of
Applied Graphics Corporation, World Commerce
Online and Genuity, Inc.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTORS
OF THE COMPANY FOR THE TERM INDICATED.

Compensation of Directors

John R. Harris received options to purchase 50,000 shares of Common Stock.
Mr. Harris's option grant vests at a rate of 25% per year on the anniversary
of the grant date, provided that he is still a member of the Board of
Directors of the Company on the applicable vesting date. In addition, this
option grant fully vests upon a change of control. In addition, Donald Conklin
and John Harris receive compensation of $25,000 per annum plus the sum of
$1,000 per meeting attended.

Board of Directors and Committees of the Board

The Board of Directors held six (6) meetings during 2000. The average
aggregate attendance of directors at Board and Committee meetings was over
85%. No director attended fewer than 50% of the aggregate of the total of
Board and Committee meetings during the past year.

The Board of Directors currently has a standing Audit Committee and a
standing Compensation Committee.

Compensation Committee

The Compensation Committee, which was established in September, 1999,
currently consists of Messrs. Drasner and Conklin. The Compensation Committee
is responsible for approving compensation arrangements for executive
management, reviewing compensation plans relating to officers of the Company
and its subsidiaries, grants of options and other benefits under the Company's
Stock Incentive Plan and reviewing generally the Company's employee
compensation policy. During 2000, the Compensation Committee held two
meetings.

Audit Committee

The Audit Committee, which was established in September 1999, currently
consists of Ms. Snyder and Messrs. Conklin, Harris and Perfall (Chairperson).
The Committee assists the Board of Directors in fulfilling its responsibility
to oversee management's conduct of the Company's financial reporting process,
including the selection of the Company's outside auditors and the review of
the financial reports and other financial information provided by the Company
to any governmental or regulatory body, the public or other users thereof, the
Company's systems of internal accounting and financial controls, and the
annual independent audit of the Company's financial statements.

The Audit Committee held six meetings during the last fiscal year. The Board
of Directors has adopted a charter for the audit committee, a copy of which is
attached as Appendix A to this Proxy Statement. All members of the Audit
Committee will be "independent" under the Nasdaq rules applicable to the
Company on or before the deadline date.

The information contained in this proxy statement with respect to the Audit
Committee charter and the independence of the members of the Audit Committee
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference into any future filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates it by reference in such
filing.

Indemnification

Limitation of Liability of Directors

Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of a Delaware
corporation. The Company's by-laws provide that the Company shall indemnify
its directors and officers to the fullest extent permitted by the Delaware
General Corporation Law. As permitted by the Delaware General Corporation Law,
the Company's certificate of incorporation also limits the liability of
directors of the Company for damages in derivative and third party lawsuits
for breach of a director's fiduciary duty except for liability:

. for any breach of the director's duty of loyalty to the Company or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock purchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction for which the director derived improper personal
benefit.

The limitation of liability applies only to monetary damages and,
presumably, would not affect the availability of equitable remedies such as
injunction or recission. The limitation of liability applies only to the acts
or omission of directors as directors and does not apply to any such act or
omission as an officer of the Company or to any liabilities imposed under
federal securities law.

Insurance

Pursuant to a contract of insurance for the period beginning September 13,
2000 and ending on January 1, 2002, with Chubb Executive Risk, 8 Hop Meadow
Street, Simsbury, Connecticut 06070-7683, the Company maintains a $10,000,000
directors' and officers' indemnification insurance policy providing
indemnification for certain of the Company's directors, officers, affiliates,
partners and employees for certain liabilities. The annual premium for such
insurance is $195,150. In addition, pursuant to an additional contract of
insurance for the same such period with National Union Fire Insurance Company
of Pittsburgh, Pennsylvania, 70 Pine Street, New York, New York 10270, the
Company maintains a $10,000,000 directors' and officers' indemnification
insurance policy providing indemnification in excess of the Chubb policy for
certain of the Company's directors, officers, affiliates, partners and
employees for certain liabilities for an additional annual premium of
$103,950. During 2000, no payments were received under the Company's
indemnification insurance.

AUDIT COMMITTEE REPORT

The following is the report of the Ventiv Health, Inc. Audit Committee with
respect to the Company's audited financial statements for the year ended
December 31, 2000:

Review with Management

The Committee has reviewed and discussed Ventiv Health, Inc.'s audited
financial statements with management.

Review and Discussions with Independent Auditors

The Committee has discussed with Arthur Andersen LLP, Ventiv Health, Inc.'s
independent auditors, the matters required to be discussed by SAS61
(Communications with Audit Committees) regarding the auditor's judgments about
the quality of the Company's accounting principles as applied in its financial
reporting.

The Committee has also received disclosures and the letter from Arthur
Andersen LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and has discussed with Arthur
Andersen LLP their independence.

Conclusion

Based on the review and discussions referred to above, the Committee
recommended to the Company's Board of Directors that its audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the Securities and
Exchange Commission.

Submitted by the Audit Committee of the Board of Directors

Michele D. Snyder
Donald Conklin
John R. Harris
A. Clayton Perfall

The information contained in the foregoing report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information in respect of the compensation of
the Chief Executive Officer, and the other four most highly compensated
executive officers of the Company for fiscal years 2000, 1999 and 1998, where
applicable.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation Awards
------------------------------ -----------------------
Restricted Securities All Other
Name and Principal Other Annual Stock Underlying Compensation
Position(s) Year Salary Bonus Compensation Award(s) Options/SARs (c)(d)(e)
------------------ ---- -------- -------- ------------ ---------- ------------ ------------

Eran Broshy(1).......... 2000 $425,000 -- -- --
Chief Executive Officer 1999 $225,890 $ 75,000 $2,500,000 503,938
and Director

Gregory S. Patrick(2)... 2000 $250,000 -- -- --
Chief Financial Officer 1999 $ 83,562 $ 40,000 $1,000,000 251,969

William C. Pollock(3)... 2000 $289,000 $ 63,580 -- --
President, US Sales 1999 $275,000 $158,125 $ 500,000 50,000
1998 $240,000 $155,000 -- 75,000

Leonard Vicciardo(4).... 2000 $270,900 $ 66,000 -- --
President, Health 1999 $258,400 $150,000 $ 200,000 75,000
Products Research 1998 $ 36,381 -- -- 90,000

Patrick Fourteau(5)..... 2000 $257,308 $ 80,000 $ 300,000 50,000
President, Ventiv
Europe

- --------
(1) Mr. Broshy joined Ventiv Health, Inc. in June 1999. Of the 314,961 shares
awarded to Mr. Broshy pursuant to his restricted stock award, 125,984
shares, representing forty percent of Mr. Broshy's restricted shares of
Common Stock, having a market value of $1,582,674 as of December 31,
2000, had vested as of September 27, 2000. The balance of 188,977 shares
representing the remaining sixty percent of such restricted shares will
vest in equal installments over the next three years.
(2) Mr. Patrick joined the Company in September 1999. Of the 125,984 shares
awarded to Mr. Patrick pursuant to his restricted stock award, 69,292
shares representing fifty-five percent of Mr. Patrick's restricted shares
of Common Stock, having a market value of $870,481 as of December 31,
2000, had vested as of September 27, 2000. Subsequent to December 31,
2000, as announced in a press release on February 15, 2001, Mr. Patrick
resigned as the Company's Chief Financial Officer. As a result, the
unvested portion of his restricted shares (56,692 shares) were cancelled.

(3) Of the 62,992 shares awarded to Mr. Pollock pursuant to his restricted
stock award, 34,646 shares representing fifty-five percent of Mr.
Pollock's restricted shares of Common Stock, having a market value of
$435,240 as of December 31, 2000, had vested as of September 27, 2000.
The balance of 28,346 shares representing the remaining forty-five
percent of such restricted shares will vest in equal installments over
the next three years. The 1998 issuance of stock options of 75,000 for
Mr. Pollock consisted of options to purchase shares of Snyder
Communications, Inc. common stock, which expired as a result of the
separation of the Company from Snyder Communications, Inc.
(4) Mr. Vicciardo joined Health Products Research, Inc. in November 1998. Of
the 25,197 shares awarded to Mr. Vicciardo pursuant to his restricted
stock award, 13,859 shares representing fifty-five percent of Mr.
Vicciardo's restricted shares of Common Stock, having a market value of
$174,104 as of December 31, 2000, had vested as of September 27, 2000.
The balance of 11,338 shares representing the remaining forty-five
percent of such restricted shares will vest in equal installments over
the next three years. The 1998 issuance of stock options of 90,000 for
Mr. Vicciardo consisted of options to purchase shares of Snyder
Communications, Inc. common stock, which expired as a result of the
separation of the Company from Snyder Communications, Inc.
(5) Mr. Fourteau joined Ventiv Health in January 2000. Had Mr. Fourteau been
employed by Ventiv Health, Inc. since the beginning of 2000, he would
have received an annual salary of $270,000. Mr. Fourteau was awarded
29,448 shares of restricted stock. At December 31, 2000, none of his
restricted shares had vested. The restricted shares will vest in equal
installments over the next four years.
(6) Options to purchase Common Stock vest at a rate of 25% per year on each
anniversary of the grant date, provided the employee is still employed by
the Company on the applicable vesting date.

Option Grants in Fiscal 2000

The following table sets forth information with respect to option grants
during fiscal 2000 to the individuals named in the Summary Compensation Table
pursuant to the 1999 Stock Incentive Plan. No stock options were exercised in
2000 by individuals listed in the chart below.

Annual Compensation

Potential Realizable Value at
Securities % of Total Assumed Annual Rates of Stock
Underlying options Price Appreciation for Option
Options Granted to Term
Granted Employees Exercise Expiration -----------------------------
Name (# of shares) in 2000 Price ($/Sh) Date 5%($) 10%($)
- ---- ------------- ---------- ------------ ---------- -----------------------------

Eran Broshy............. -- -- -- -- -- --
Gregory S Patrick....... -- -- -- -- -- --
William C. Pollock...... -- -- -- -- -- --
Leonard Vicciardo....... -- -- -- -- -- --
Patrick Fourteau........ 50,000 8.2% 10.1875 1/24/10 $ 829,718 $ 1,321,188

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information, to the knowledge of the
Company, as of April 23, 2001 (except as otherwise noted), with respect to the
beneficial ownership of the Common Stock by (i) each person known to the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each director and nominee for director, (iii) each of the
executive officers of the Company named in the Summary Compensation Table
under "Executive Compensation," and (iv) all directors and executive officers
of the Company as a group.

Number of Shares
and Nature of
Beneficial Percent
Name of Beneficial Owner Ownership of Class(1)
- ------------------------ ---------------- -----------

Daniel M. Snyder(2).............................. 2,797,914 12.3%
Michele D. Snyder(3)............................. 1,151,490 5.0%
Mortimer B. Zuckerman(4)......................... 1,646,016 7.2%
Fred Drasner(5).................................. 755,204 3.3%
A. Clayton Perfall(6)............................ 25,000 *
Don Conklin(7)................................... 12,500 *
John R. Harris(8)................................ 12,500 *
Eran Broshy(9)................................... 296,969 1.3%
Gregory Patrick(10).............................. 132,284 *
Leonard Vicciardo(11)............................ 51,358 *
William C. Pollock(12)........................... 114,375 *
Patrick Fourteau(13)............................. 21,862 *
The TCW Group(14)................................ 3,297,404 14.4%
Capital Research and Management Co.(15).......... 1,983,330 8.7%
RS Investment Management Co. LLC(16)............. 1,489,000 6.5%
All directors and executive officers as a group
(12 persons)(17)................................ 7,017,472 30.7%

- --------
* Denotes less than 1%.
(1) Based upon 22,830,861 shares of Common Stock outstanding as of April 23,
2001, the record date.
(2) Includes 37,500 shares of common stock issuable upon exercise of options.
The address for Daniel M. Snyder is 21300 Redskin Park Drive, Ashburn,
Virginia 20147.
(3) Includes 37,500 shares of common stock issuable upon exercise of options.
Includes 92,816 shares subject to a forward purchase contract with
unaffiliated third party. The contract obligates the contracting party to
deliver shares or cash on a pre-arranged settlement date. To the extent
that the value of the common stock appreciates between the date of the
contract and the settlement date, the number of shares or amount of cash
that must be delivered on the settlement date is reduced pursuant to a
formula contained in the contract. Prior to the settlement date, Ms.
Snyder or her affiliate described below retains voting and dividend
rights with respect to the shares that are the subject of the contract.
Pursuant to the contract, the settlement date is the third trading day
following July 30, 2001. The address for Michele D. Snyder is c/o Ventiv
Health, Inc., 1114 Avenue of the Americas, New York, New York, 10036.
(4) Consists of shares of common stock held by USN College Marketing, L.P.
("College Marketing") (a limited partnership in which USN College
Marketing, Inc. ("USN Inc.") is the general partner and Fred Drasner is
the sole limited partner) and attributable to USN Inc.'s general
partnership interest in College Marketing. USN Inc. is owned one third by
Mortimer B. Zuckerman and two thirds by the MBZ Trust of 1996, for which
an outside person acts as the Trustee. Mr. Zuckerman is the sole director
of USN Inc. Includes 211,537 shares of common stock owned by USN, Inc.
subject to a forward purchase contract with an unaffiliated third party.
The contract obligates the contracting party to deliver shares or cash on
the third trading day following July 30, 2001. To the extent that the
value of the common stock appreciates between the date of the contract
and its settlement date, the number of shares or amount of cash that must
be delivered on the settlement date is reduced pursuant to a formula
contained in the contract. Prior to the

settlement date, College Marketing retains voting and dividend rights with
respect to the shares that are the subject of the contract. Does not
include 355,104 shares held by College Marketing that are beneficially
owned by Mr. Drasner. See Note 5. Also includes 25,000 shares of common
stock issuable upon exercise of options. Mr. Zuckerman's address is 599
Lexington Avenue, Suite 1300, New York, New York 10022. The address of MBZ
Trust of 1996 is c/o Boston Properties, 8 Arlington Street, Boston,
Massachusetts 02116.
(5) Consists of (i) 108,434 shares owned by Mr. Drasner in his individual
capacity and over which he exercises sole voting and investment
discretion, (ii) 355,104 shares beneficially owned by Mr. Drasner as
limited partner in College Marketing and (iii) 266,666 shares
beneficially owned by Mr. Drasner as a result of his ownership of F.D.
Sutton, LLC ("Sutton") a limited liability company of which Mr. Drasner
is the sole member. Also includes 25,000 shares of common stock issuable
upon exercise of options.
(6) Includes 25,000 shares of common stock issuable upon exercise of options.
(7) Consists of options to purchase 12,500 shares of Ventiv common stock.
(8) Consists of options to purchase 12,500 shares of Ventiv common stock.
(9) Includes 125,985 shares of common stock issuable upon exercise of options
and 125,984 shares of vested, restricted stock.
(10) Includes 62,993 shares of common stock issuable upon exercise of options
and 69,291 shares of vested, restricted stock.
(11) Includes 37,500 shares of common stock issuable upon exercise of options
and 13,858 shares of vested, restricted stock.
(12) Includes 37,500 shares of common stock issuable upon exercise of options
and 34,646 shares of vested, restricted stock.
(13) Includes 12,500 shares of common stock issuable upon exercise of options
and 7,362 shares of vested, restricted stock.
(14) Ownership is as reported in Schedule 13G of the TCW Group, Inc. ("TCW")
and is as of February 14, 2001. TCW's address is 865 South Figueroa
Street, Los Angeles, California, 90017.
(15) Ownership is as reported in Schedule 13G of Capital Research and
Management Co. ("Capital") and is as of February 12, 2001. Capital's
address is 333 South Hope Street, 55th Floor, Los Angeles, California
90071.
(16) Ownership is as reported in Schedule 13G of RS Investment Management Co.
LLC ("RSIM") and is as of February 15, 2001. No known address.
(17) Includes 451,478 shares of common stock issuable upon exercise of options
and 251,141 shares of vested, restricted stock.

REPORT OF THE BOARD OF DIRECTORS OF VENTIV HEALTH, INC.
ON EXECUTIVE COMPENSATION

In accordance with the rules of the Securities and Exchange Commission, the
Board of Directors of the Company offers this report regarding its executive
compensation policy and compensation program for the Chief Executive Officer
and other executive officers of the Company in effect for 2000.

This report, as well as the Performance Graph on page 15, including the
information contained in this report, are not soliciting materials, are not
deemed filed with the Securities and Exchange Commission and are not
incorporated by reference in any filing of the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date of this Proxy Statement and irrespective
of any general incorporation language in any such filing.

During 2000, the Board of Directors and the Compensation Committee
established the general compensation policies of the Company and the specific
compensation of its executive officers including its Chief Executive Officer.
The Compensation Committee of the Board administered the Company's Stock
Incentive Plan during 2000 for the Company's officers and key employees.

Executive Compensation Policy

During 2000, in setting executive compensation, the objective of the Board
of Directors was to attract, retain and motivate highly qualified employees
and executive officers that contribute to growth in stockholder value over
time. To accomplish this objective, the Board of Directors seeks to provide
strong financial incentives to the Company's executive officers, at a
reasonable cost to the Company and its stockholders. Compensation currently
consists principally of salary, annual performance-based bonuses and stock
options granted under the Company's Stock Incentive Plan. In establishing
certain components of compensation, the Board of Directors seeks to provide
the Company's executive officers with a strong financial incentive aligned
with the business objectives and performance of the Company, thereby
reflecting the interests of the Company's stockholders.

Executive Officer Compensation

During 2000, the Company's compensation for its executive officers consisted
principally of salary and bonus. In setting base salaries for 2000, the Board
of Directors used a subjective evaluation process considering the officer's
position, level and scope of responsibility, as well as the recommendations of
management with respect to base salary for such executive officer. The Board
of Directors also sought to set salaries at levels that, in the opinion of the
members of the Board, approximate the salary levels for international health
services providers that are comparable to the Company. In addition, all of the
Company's executive officers have employment agreements that establish a base
salary, subject to such increases as may be approved by the Board of Directors
or the Compensation Committee of the Company. See "Executive Compensation--
Executive Employment Contracts."

Bonuses are awarded principally on the basis of the Company's performance
during the period and on the Board of Director's assessment of the extent to
which an executive officer contributed to the overall profitability of the
Company or a particular operating division of the Company for a specific
period. In awarding performance-based bonuses, the Board of Directors during
2000 sought to set such bonuses at a level that would provide executive
officers eligible to receive such bonuses with a strong incentive to
contribute to the success and profitability of the Company. During 2000, a
total of $209,580 was earned in bonuses to the Chief Executive Officer, the
Chief Financial Officer and the other three (3) most highly compensated
executive officers of the Company.

Executive Employment Contracts

The Company has entered into employment agreements with each of the named
officers below and on such terms and conditions as are described.

Eran Broshy. On June 14, 1999, Snyder Communications, Inc. retained the
services of Mr. Broshy as President of Snyder Communications, Inc.'s
healthcare group. Under the terms of Mr. Broshy's employment agreement, which
was assumed by the Company in connection with the spin-off from Snyder
Communications, Inc., he initially received an annual base salary of $425,000.
He is also eligible for an annual bonus award based on certain performance
measures, which may not exceed $125,000.

Under his employment agreement, the Company granted to Mr. Broshy 503,938
non-qualified options to purchase Common Stock at an exercise price equal to
$7.9375, the closing price of Company Common Stock on the date of the spin-
off. Mr. Broshy's options vest at the rate of 25% per year on each anniversary
of the grant date, provided he is still employed by the Company on the
applicable vesting date. Mr. Broshy's employment agreement also provides for a
grant of an aggregate of $2,500,000 in restricted Common Stock, 20% of which
vested on the distribution date and the remaining 80% vesting in equal
increments over the next four years, provided he is still employed by the
Company on the applicable vesting date. The restricted stock grant provided
for in his employment agreement will prohibit Mr. Broshy from transferring any
of his Common Stock for a period of four years after the distribution date.
The agreement provides that upon a change in control" of the Company, the
vesting of both the stock options and restricted stock will accelerate so that
Mr. Broshy's

options and restricted stock are fully vested. For purposes of his employment
agreement, "change in control" means any sale, transfer or other disposition
of all or substantially all of the assets of the Company or the consummation
of a merger or consolidation of the Company which results in the Company's
stockholders immediately prior to such transaction owning, in the aggregate,
less than a majority of the surviving entity. Furthermore, Mr. Broshy's
employment agreement provides that he may borrow up to $500,000 from the
Company exclusively for the purchase of Common Stock.

Gregory S. Patrick. In September 1999, the Company retained the services of
Mr. Patrick as Chief Financial Officer. Under the terms of Mr. Patrick's
employment agreement, he initially received an annual base salary of $250,000.
He is also eligible for an annual bonus award based on certain performance
measures, which may not exceed $100,000. Under his employment agreement, the
Company granted to Mr. Patrick non-qualified options to purchase an aggregate
of 251,969 shares of Common Stock at an exercise price equal to $7.9375, the
closing price of Common Stock on the distribution date. Mr. Patrick's options
vest at the rate of 25% per year on each anniversary of the grant date,
provided he is still employed by the Company on the applicable vesting date.
Mr. Patrick's employment agreement also provided for a grant of an aggregate
of $1,000,000 shares in restricted Common Stock, 40% of which vested on the
distribution date, with the remaining 60% vesting in equal increments over the
next four years, provided he is still employed by the Company on the
applicable vesting date. The restricted stock grant provided for in his
employment agreement will prohibit Mr. Patrick from transferring any of his
Common Stock for a period of four years after the distribution date.
Furthermore, Mr. Patrick's employment agreement provides that he may borrow
from the Company an amount necessary to pay any federal and state income taxes
resulting from the restricted stock grant. Subsequent to December 31, 2000, as
announced in a press release on February 15, 2001, Mr. Patrick resigned as the
Company's Chief Financial Officer. As a result, the unvested portion of his
restricted shares (56,692 shares) and unvested stock options (188,976 shares)
were cancelled.

William C. Pollock. The Company entered into a new employment agreement with
Mr. Pollock dated as of January 29, 2001. Mr. Pollock's initial base salary
under his employment agreement is $300,000. He is also eligible for an annual
bonus award based on certain performance measures, of 0-60% of his then
current base salary. Under his employment agreement, the Company granted to
Mr. Pollock non-qualified options to purchase an aggregate of 25,000 shares of
Common Stock at an exercise price equal to the closing price of a share of
Common Stock on January 29, 2001, the grant date. Under this employment
agreement and previous agreements, the Company has granted Mr. Pollock non-
qualified options to purchase an aggregate of 75,000 shares of Common Stock.
Mr. Pollock's options vest at the rate of 25% per year on each anniversary of
the grant date, provided he is still employed by the Company on the applicable
vesting date. In the event of Mr. Pollock's termination of employment without
cause (as defined in his employment agreement), Mr. Pollock is entitled to a
severance payment equal to one half of his annual base salary. In the event of
a change of control (as defined in his employment agreement) of the Company,
Mr. Pollock is entitled to a payment equal to his annual base salary, paid in
two equal installments, subject to his continued employment and his not being
terminated for any reason other than without cause.

Leonard Vicciardo. Mr. Vicciardo's previous employment agreement with Health
Products Research, Inc., a subsidiary of the Company, dated October 26, 1998,
has expired. The Company expects to enter into a new employment agreement with
Leonard Vicciardo effective as of January 29, 2001. The terms of Mr.
Vicciardo's new employment agreement are expected to include an annual base
salary of $273,000, an annual bonus award based on certain performance
measures, up to his then current base salary, the grant to Mr. Vicciardo of
non-qualified options to purchase an aggregate of 12,000 shares of Common
Stock at an exercise price equal to the closing price of a share of Common
Stock on January 29, 2001, the grant date. Under this employment agreement and
previous agreements, the Company has granted Mr. Vicciardo non-qualified
options to purchase an aggregate of 87,000 shares of Common Stock. Mr.
Vicciardo's options will vest at the rate of 25% per year on each anniversary
of the grant date, provided he is still employed by the Company on the
applicable vesting date. Under the terms of the new employment agreement, in
the event of Mr. Vicciardo's termination of employment without cause (as
defined in his employment agreement), Mr. Vicciardo will be entitled to a
severance payment equal to

the lesser of the continuation of his base salary for a period of 26 weeks
from the termination date or continuation of his base salary for a period from
the termination date until he obtains new employment. In addition, in the
event of a change of control (as defined in his employment agreement) of the
Company, Mr. Vicciardo will be entitled to a payment equal to his annual base
salary, paid in two equal installments, subject to his continued employment
and his not being terminated for any reason other than without cause.

Patrick Fourteau. Ventiv Health, Inc. entered into an employment agreement
with Patrick Fourteau on January 24, 2000. Mr. Fourteau's initial base salary
under his employment agreement is $270,000. The Company granted him options to
purchase 50,000 shares of common stock at an exercise price of $10.1875 per
share, vesting over a four-year period. In the event of Mr. Fourteau's
termination without cause, restrictions on 50% of his vested restricted shares
lapse, and he is entitled to a severance payments of one-quarter of his annual
salary, plus salary until he gains new employment up to another one-quarter of
his annual salary. In the event of a change of control of the Company, Mr.
Fourteau is entitled to a payment equal to his annual base salary, paid in two
equal installments, subject to his continued employment and his not being
terminated for any reason other than without cause.

Each of the employment agreements described above contains a non-competition
commitment during the term of employment and for a period of 12 months after
termination of employment. Additionally, each employment agreement contains a
non-solicitation provision and provides for assignment by the employee to his
employer of any work products developed by him during the term of his
employment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2000, the Board of Directors was responsible for the establishment of
the general compensation policies of the Company. Throughout 2000, Eran
Broshy, the Chief Executive Officer of the Company, also served as a director
of the Company. Mr. Broshy absented himself from all discussions relating to,
and abstained from voting on, resolutions concerning his own compensation.

On September 30, 1999, under a Secured Nonrecourse Promissory Note (the
"Note"), the Company loaned Eran Broshy $500,000 for the purpose of acquiring
shares of common stock of the Company. Mr. Broshy, in October 1999, purchased
45,000 shares of common stock of the Company (the "Pledged Shares"). Pursuant
to the terms of the Note, Mr. Broshy may prepay on the loan at any time, or
from time to time, but he must pay the $500,000, plus interest computed at the
rate of 6% per annum, in full, on or before September 30, 2003. In connection
with the Note, Mr. Broshy and the Company executed a Pledge and Security
Agreement, whereby the Company received a first priority security interest in
the Pledged Shares, the certificates representing the Pledged Shares, and all
dividends, distributions, cash, instruments and other property or proceeds
that may be received or distributed in respect of or in exchange for any or
all of the Pledged Shares.

STOCKHOLDER RETURN PERFORMANCE GRAPH

SEC rules require proxy statements to contain a performance graph comparing
the performance of the Company's Common Stock against a broad market index and
against either a published industry or line-of-business index or a group of
peer issuers. The following graph compares the cumulative total return on a
$100 investment in the Company's Common Stock against the cumulative total
return on a similar investment in (i) the Total Return Index for The Nasdaq
Stock Market (US) and (ii) Nasdaq Health Services Stocks. The graph assumes
that all investments were made on September 23, 1999 (the date Ventiv's common
stock began trading on a "when issued" basis) and are held through the year
ended December 31, 2000 and that all dividends are reinvested on a daily basis.

Indexed Returns
Total Return to Stockholders
(Dividends reinvested daily)

[LINE GRAPH]

Ventiv Health vs. The Nasdaq Stock Market (US) vs. Nasdaq Health Services
(Dividends reinvested daily)

9/23/99 9/30/99 12/31/99 3/31/00 6/30/00 9/29/00 12/29/00
------- ------- -------- ------- ------- ------- --------

Ventiv Health, Inc...... $100.00 $109.72 $102.09 $111.81 $123.61 $140.28 $139.59
The Nasdaq Stock Market
(US)................... $100.00 $ 99.78 $147.48 $165.52 $143.90 $132.41 $ 88.74
Nasdaq Health Services
Stocks................. $100.00 $ 98.69 $ 97.17 $101.00 $103.07 $114.42 $133.21

Returns for the Company's Common Stock depicted in the graph are not
necessarily indicative of future performance.

The above graph shall not have been deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than
ten percent (10%) of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the Nasdaq National Market System. In addition, under
Section 16(a), trusts for which a reporting person is a trustee and a
beneficiary (or for which a member of his immediate family is a beneficiary)
may have a separate reporting obligation with regard to ownership of the
Common Stock and other equity securities of the Company. Such reporting
persons are required by rules of the Securities and Exchange Commission to
furnish the Company with copies of all Section 16(a) reports they file. Based
solely upon a review of the copies of such forms furnished to the Company and
written representations from the Company's executive officers, directors and
greater than ten percent (10%) beneficial stockholders, the Company believes
that during the year ended December 31, 2000, all persons subject to the
reporting requirements of Section 16(a) filed the required reports on a timely
basis, except that a Form 5 was not timely filed for each of Daniel M. Snyder
and Fred Drasner. Mr. Snyder and Mr. Drasner subsequently filed Form 5's to
report the transactions.

APPOINTMENT OF INDEPENDENT AUDITORS

Arthur Andersen LLP has served as independent auditors of the Company since
its separation from Snyder Communications, Inc. and has been recommended by
the Audit Committee to audit the accounts of the Company and its subsidiaries
for the year ending December 31, 2001.

The Company has been advised that representatives of Arthur Anderson LLP
will attend the Meeting, will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.

Audit Fees

The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended December 31, 2000 by the Company's principal accounting
firm, Arthur Anderson LLP:

Audit Fees....................................................... $564,354
Tax Preparation and Consulting................................... $410,000

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

If a stockholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy statement for the 2002 Annual
Meeting, the proposal must be sent by certified mail-return receipt requested
and must be received at the executive offices of the Company, 1114 Avenue of
the Americas, New York, New York 10036, no later than December 31, 2001. All
proposals must conform to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). The SEC recently amended Rule 14a-4, which
governs the use by the Company of discretionary voting authority with respect
to other stockholder proposals. SEC Rule 14a-4(c)(1) provides that, if the
proponent of a stockholder proposal fails to notify the Company at least
forty-five (45) days prior to the month and day of mailing of the prior year's
proxy statement, the proxies of the Company's management would be permitted to
use their discretionary authority at the Company's next annual meeting of
stockholders if the proposal were raised at the meeting without any discussion
of the matter in the proxy statement. For purposes of the Company's 2001
Annual Meting of Stockholders, the deadline is March 16, 2001.

APPENDIX A

VENTIV HEALTH, INC.

AUDIT COMMITTEE CHARTER

Whereas, the Board of Directors of Ventiv Health, Inc. (the "Company") has
authority to form committees to exercise such authority, powers and duties as
may be delegated from time-to-time by the Board of Directors' and

Whereas, the Board of Directors desires to state the authority, powers and
duties of the Audit Committee;

Now, therefore, on 15 December 1999, the Board of Directors unanimously
resolves with respect to the Audit Committee that the Audit Committee Charter
is stated in its entirety as follows:

I. Composition and Terms of Office

A. The Audit Committee (the "Committee") shall be appointed by the Board of
Directors and shall be composed of two Directors. All Committee members
should be independent of management and free from any business and/or
personal relationship with the company or members of management that, in
the opinion of the Board of Directors, would interfere with their exercise
of independent judgment. The Committee shall strive to have at least one
independent member who has a financial reporting or auditing background.
The Chairman of the Committee shall be appointed by the Board of Directors.

B. Members of the Committee shall serve until the next Annual Meeting of the
Board of Directors or until successors are appointed.

II. Meetings

The Committee shall hold at least 2 regular meetings each year and such
additional meetings as may be deemed necessary by the Committee Chairman.
Minutes of each Committee meeting shall be submitted to the Board of
Directors. At the discretion of the Board of Directors, the Chairman of the
Committee will report orally to the full Board of Directors on matters
discussed or any action taken at previous Committee meetings and be available
at the Annual Shareholders meeting.

To assure the Committee's access to the Company's independent public
accountants and key financial management, the Committee may request, as it
deems appropriate, attendance at its regular meetings of the independent
public accountants, Chief Financial Officer, Chief Accounting
Officer/Controller, General Counsel and such other members of the Company's
management as circumstances requires. At least annually, the Committee shall
meet separately with the independent public accountants without members of
management present. The Committee shall also meet separately with management
without the independent public accountants present.

Minutes of each meeting shall be taken by the Chief Financial Officer or his
or her delegate and circulated for approval at the next succeeding meeting of
the Committee. Approved minutes should then be submitted to the Board of
Directors at its next meeting for ratification of any action reported as
having been taken by the Committee. Copies of all minutes of Committee
meetings shall be provided to the Secretary of the Company for retention with
the permanent records of the Company.

III. Goals

Management has primary responsibility for the integrity and objectivity of
the Company's financial reporting, the system of internal controls which
management and the Board of Directors have established and the audit process,
subject to oversight by the Board of Directors. The Committee shall, on behalf
of the Board of

Directors, engage the necessary internal and external resources to review
management's actions in this regard and ensure that:

A. The system of internal controls, policies and procedures provides
reasonable assurance that the risk of significant criminal misconduct is
minimized and that any such misconduct, should it occur, will be
detected;

B. The quality and effectiveness of the compliance functions are adequate;

C. The quality and effectiveness of external audit efforts are adequate and
the Company's public accountant's are independent;

D. There is compliance with laws and regulations and the Company's Code of
Conduct; and

E. There are adequate controls and procedures to monitor the Company's
adherence to its various contractual arrangements.

IV. Duties and Responsibilities

In carrying out these responsibilities, the Committee believes its policies
and procedures should remain flexible in order to best react to changing
conditions and to ensure to the directors and shareholders that the accounting
and reporting practices of the Company are in accordance with all requirements
and are of the highest quality.

In carrying out these responsibilities, the Committee is expected to perform
the following:

A. Financial Reporting

1. Review the Company's annual financial statements contained in the annual
report to shareholders and 10-K with management and the independent
public accountants to determine that the independent public accountants
are satisfied with the disclosure and content of the financial
statements to be presented to the shareholders. Any changes in
accounting principles should be reviewed, including discussion of any
unusual or non-recurring items, the nature and substance of significant
reserves, and important judgments on accounting estimates, prior to
issuance to the public. The MD&A and other published financial
information should also be reviewed for appropriateness and consistency
with the financial statements and the underlying facts as the Committee
understands them. Annual audit results should also be discussed with the
Company's independent public accountants, including audit adjustments
not reflected in the financial statements and the auditors reports.

2. Assess internal processes for determining and managing asserted and
unasserted litigation and claims and noncompliance with laws,
regulations and restrictive agreements (significant contractual
agreements, debt indentures, governmental regulation, etc.). Meet with
outside counsel as appropriate.

3. Review, understand and monitor the nature of and management's rationale
for all significant asset valuations, reserves and other estimates in
the financial statements and significant judgement calls underlying the
financial statements.

4. Assess and review accounting principles applied in financial reporting
with particular emphasis on comparisons to other companies in the
industry and to any changes from principles followed in prior years.

5. Annually review significant related party transactions or other
significant conflicts of interest.

B. Relationship with Independent Public Accountants and Internal Auditors

1. Annually confirm management's recommendation as to the selection of the
Company's independent public accountants and internal auditors.
Recommend appointment of the independent public accountants and internal
auditors annually to the Board of Directors.

2. Annually review management's evaluation of matters relating to
independence of the Company's independent public accountants and confirm
and assure the independence of the independent public accountants,
including a review of the nature and related fees of all services
performed and the potential impact, if any, on independence.

3. Members of the Committee shall have unrestricted access to
representatives of the Company's independent public accountants and
internal auditors with or without the presence of management. The
committee will assess the auditors' effectiveness, objectivity and
independence through continuous interaction with them and management.

4. At least annually, identify and directly communicate Committee
expectations to the independent public accountants and internal
auditors, and periodically measure the auditors' performance against
these expectations.

5. Provide sufficient opportunity for the independent public accountants
and internal auditors to meet with the members of the Committee without
members of management present. Among the items to be discussed in these
meetings are the independent auditor's evaluation of the Company's
financial, accounting, and auditing personnel, and the cooperation that
the independent public accountants and internal auditors received during
the course of the audit.

C. Audit Plan of the Independent Public Accountants and Overall Control
environment

1. Annually, review audit plans -including risk assessment, scope and
overall audit approach--with the independent public accountants and
evaluate adequacy of proposed audit scope and procedures to be utilized.

2. Inquire of management and the independent public accountants about key
audit and control risks, including EDP risks, and assess the steps
management has taken to minimize such risks and assess the independent
public accountants' process for identifying and responding to such
risks.

3. Review the independent public accountants' identification of issues and
business and financial risks and exposures, ensuring that those of
primary concern to the Committee are addressed.

4. Review with management and the independent public accountants, the
adequacy and effectiveness of the accounting and financial controls of
the Company, and elicit any recommendations for the improvement of such
internal control procedures as desirable. Particular emphasis should be
given to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper. Further, the Committee should periodically review Company
policy statements and monitoring processes to determine the adequacy of
and the Company's adherence to the code of conduct.

5. Annually, review the follow up by management of matters covered by the
Company's independent public accountants' letter of recommendations.
Review management's responses and actions regarding prior year
recommendations.

6. Annually, review with management and the independent public accountants
any significant changes required in the independent public accountants'
audit plan, any serious difficulties or disputes with management
encountered during the course of the audit, the specifics of material
audit adjustments proposed but not recorded, audit scope limitations,
and any other matters which are to be communicated to the Committee
under generally accepted auditing standards.

D. Ethics and Code of Conduct

1. Review, approve, and continuously assess the Company's Code of Conduct,
including conflicts of interest, legal and ethical business practices,
fair business practices, and the Foreign Corrupt Practices Act
guidelines.

2. Review and assess the Company's processes for administering a code of
ethical conduct, disseminating and explaining it to all employees,
providing relevent employee training, monitoring compliance, and
enforcing disciplinary actions.

E. Other

1. Submit minutes of all meetings of the Committee to, or discuss the
matters discussed at each meeting with the Board of Directors.

2. Institute investigations of suspected improprieties on any material
matter within the Committee's scope of responsibility, using special
counsel or outside experts, when necessary, to assist in the conduct of
any investigation.

3. Annually, disclose amounts received by committee members from the
Company and its affiliates and any other transactions with the Company
or its affiliates, to which they are a party, other than amounts
received for services as a Director or Board Committee member. Such
disclosure shall be noted in the minutes of the appropriate Committee
meeting.

4. Review and assess policies and procedures with respect to officers'
expense accounts and prerequisites, including their use of corporate
assets.

5. Review accounting and financial human resources and succession planning
within the Company.

6. Implement processes and procedures to receive formal feedback on the
Committee's performance from the Board of Directors, top Company
management, the independent public accountants and the other Committee
members themselves. Implement changes to the Committee's activities and
processes in response to this assessment as appropriate.

7. Periodically review and propose amendments, as appropriate, to the
Committee's Charter.

PROXY

Ventiv Health, Inc.
1114 Avenue of the Americas
New York, New York 10036

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Eran Broshy and Joseph S. Durko as proxies, each
with the power to appoint his or her substitute, and hereby authorizes them to
represent to vote as designated on the reverse side of this card, all of the
shares of Common Stock of Ventiv Health, Inc. held of record by the undersigned
on April 23, 2001 at the 2001 Annual Meeting of Stockholders to be held on June
20, 2001 or any adjournment or postponement thereof.

[TO BE SIGNED ON REVERSE SIDE.]

[Back]
PLEASE RETAIN THIS ADMISSION TICKET
for the
Annual Meeting of Stockholders
of
VENTIV HEALTH, INC.
JUNE 20, 2001
3:00 P.M., LOCAL TIME
______

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING, WHETHER
OR NOT YOU ATTEND THE ANNUAL MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE
REPRESENTED, WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD BELOW.

IF YOU PLAN TO ATTEND THE 2000 ANNUAL MEETING OF STOCKHOLDERS, PLEASE MARK THE
APPROPRIATE BOX ON THE PROXY CARD BELOW.

PRESENT THIS TICKET TO THE VENTIV HEALTH, INC. REPRESENTATIVE AT THE ENTRANCE TO
THE MEETING ROOM.

Please mark your votes as in this example.

1. ELECTION OF DIRECTORS

FOR all nominees listed below [ ]

WITHHOLD AUTHORITY to vote all nominees listed below [ ]

Nominees: Daniel M. Snyder
Michele D. Snyder
Eran Broshy
Mortimer B. Zuckerman
Fred Drasner
A. Clayton Perfall
Donald Conklin
John R. Harris

INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list at right.

2. RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS

FOR [ ]

AGAINST [ ]

ABSTAIN [ ]

3. In their discretion, the proxies are authorized to vote on such other
business as may properly come before the 2001 Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR proposals 1 and 2 and in the discretion of the proxies on such other
business as may properly come before the 2001 Annual Meeting.

Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.

Do you plan to attend the 2001 Annual Meeting?

Yes [ ] No [ ]

(Signature)

(Signature, if held jointly)

Dated: _______________, 2001

NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.