SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), effective as of January 1, 2009, is by and between Pharma-Bio Serv, Inc. (PBSV), a Delaware corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its principal office at 373 Mendez Vigo, Suite 110, Dorado, Puerto Rico, 00646 (the “Company”), and Elizabeth Plaza, residing at 363 Dorado Beach East, Dorado, Puerto Rico, 00646-2096 (“Executive”).

WHEREAS, the Company and Executive have entered into that certain Employment Agreement, dated as of January 2, 2008, as such Employment Agreement may be amended, restated or otherwise modified from time to time (the “Employment Agreement”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement; and

WHEREAS, the Company and Executive have entered into that certain Employment Agreement Amendment, dated as of June 9, 2008, extending the term of the Employment Agreement to January 1, 2010 (the “First Amendment”); and

 WHEREAS, the Company and Executive have agreed upon new terms of Compensation under Sections 3(a) and 3(b)(iv) of the Employment Agreement; and

WHEREAS, the parties hereto desire to further amend the Employment Agreement, as set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.           Section 3(a) of the Employment Agreement is amended as follows:

3.           Compensation and Other Benefits.