1ST Amend. Membership Purchase Colombo Agreement

FIRST AMENDMENT TO MEMBERSHIP PURCHASE AGREEMENT &
COLOMBO EMPLOYMENT AGREEMENT & NOTE C
Dated APRIL 30, 2004


The parties to this First Amendment to Membership Purchase Agreement and Colombo Employment Agreement and Note C (the "Agreement") are PHC, Inc., a Massachusetts corporation ("PHC" or "Buyer"), Pivotal Research Centers, L.L.C., an Arizona limited liability company ("Pivotal"), Louis C. Kirby ("Kirby"), Anthony A. Bonacci ("Bonacci") and Carol A. Colombo ("Columbo") (Kirby, Bonacci and Colombo may be collectively referred to herein as the "Sellers") and Michael J. Colombo ("MColumbo"). This Amendment shall amend that certain Membership Purchase Agreement between Buyer, Pivotal and Sellers dated April 30, 2004 (the "Agreement"), the Colombo Employment Agreement (as that term defined in the Agreement) and Note C (as that term is defined in the Agreement).


All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Membership Purchase Agreement or the Notes, as applicable. For purposes of this Amendment, "CEO" means the Chief Executive officer of Pivotal and the CEO of PHC divisions, subsidiaries and/or affiliates conducting Clinical Research Services. MColumbo is the CEO under the terms of the Colombo Employment Agreement.


Except as specifically amended hereby, all of the terms of the Agreement and the Colombo Employment Agreement shall remain in full force and effect. The Agreement is hereby amended as follows:


1. Financial Control Over Clinical Research Services. Except to the extent
prohibited by all applicable laws, Buyer hereby agrees that all routine
accounting and financial functions relating to Clinical Research Services,
including but not limited to maintaining all books and records relating to
Clinical Research Services, maintaining depository bank accounts, payroll
input, receipt and deposit of payment for accounts receivable, and writing
checks for immediate needs associated with providing Clinical Research
Services, will be performed in Arizona under the authority of the CEO, and
reported to Buyer's corporate office on a schedule established by Buyer's.
All accounting and financial functions for Clinical Research Services shall
be performed in accordance with industry appropriate processes and
procedures shall comply with applicable Law, as approved by Bruce Shear on
behalf of Buyer. The CEO will oversee all of the above referenced
accounting and financial controls related to Clinical Research Services and
such oversight is hereby added to and included within the definition of
MColombo's material duties under the Colombo Employment Agreement.
Notwithstanding the above, Buyer shall retain the right to issue from its
corporate office checks for payables related to Clinica ...