MEMBERSHIP PURCHASE AGREEMENT BETWEEN PHC, INC. AND PIVOTAL RESEARCH CENTERS, LLC AND ITS SELLERS LOUIS C. KIRBY, CAROL A. COLOMBO, AND ANTHONY A. BONACCI

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Title: MEMBERSHIP PURCHASE AGREEMENT BETWEEN PHC, INC. AND PIVOTAL RESEARCH CENTERS, LLC AND ITS SELLERS LOUIS C. KIRBY, CAROL A. COLOMBO, AND ANTHONY A. BONACCI
Governing Law: Delaware Date: 5/13/2004
Industry: HTHFAC Sector: HEALTH

Search LLC Membership Agreement by:

Exhibit 10

Exhibit 10.27

MEMBERSHIP PURCHASE AGREEMENT

BETWEEN

PHC, INC.

AND

PIVOTAL RESEARCH CENTERS, LLC

AND ITS SELLERS

LOUIS C. KIRBY, CAROL A. COLOMBO, AND ANTHONY A. BONACCI

Dated April 30, 2004

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS.....................................................8

1.1 Certain Defined Terms...........................................8

1.2 Other Defined Terms............................................16

1.3 Construction...................................................17

ARTICLE II THE TRANSACTION................................................18

2.1 Purchase and Sale..............................................18

2.2 Prior to Closing...............................................18

2.3 Purchase Price.................................................19

2.4 Purchase Price Adjustment......................................19

2.5 Allocations of Purchase Price..................................20

2.6 Closing........................................................20

ARTICLE III COVENANTS OF BUYER.............................................20

3.1 Collection of Accounts Receivable of Buyer.....................20

3.2 Public Registration of Closing Stock...........................20

3.3 Security for Payment of Notes..................................21

3.4 Buyer's Working Capital Commitment.............................21

3.5 Buyer's Working Capital Commitment.............................21

3.6 Kirby Guaranty Leasehold Agreements............................21

3.7 Compliance with Pharmaceutical Contracts.......................22

3.8 Continuing Legal Status of Pivotal.............................22

3.9 Compliance with Leasehold Agreements...........................22

3.10 No Corporate Overhead Charges..................................22

3.11 Prohibition on Assignments, Transfers..........................22

3.12 Prohibition on Material Indebtedness...........................23

ARTICLE IV COVENANTS OF SEller.............................................23

4.1 Covenant Not to Compete or Interfere With Business.............23

4.2 Termination of Covenant........................................24

ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS......................24

5.1 Pivotal Organization...........................................24

5.2 Power and Authority............................................24

5.3 Capitalization.................................................25

5.4 Subsidiaries...................................................25

5.5 No Conflict....................................................25

5.6 Licenses.......................................................25

5.7 Contracts......................................................26

5.8 Equipment and Other Property...................................27

5.9 Real Property..................................................27

5.10 Intellectual Property Rights...................................28

5.11 Employee Benefit Matters.......................................28

5.12 Labor Matters..................................................30

5.13 Tax Matters....................................................30

5.14 Environmental Matters..........................................32

5.15 Insurance......................................................33

5.16 Customers, Distributors and Suppliers..........................33

5.17 Affiliate Transactions.........................................33

5.18 Liability......................................................33

5.19 Full Disclosure................................................34

5.20 Financial Statements...........................................34

5.21 No Changes.....................................................34

5.22 Contracts......................................................36

5.23 Litigation and Legal Proceedings...............................36

5.24 Approvals; Consents............................................36

5.25 Compliance with Law............................................37

5.26 Title to Transferred Interest..................................37

5.27 Finders........................................................37

5.28 Securities Disclosure..........................................37

5.30 Disclosure.....................................................37

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ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER......................37

6.1 Organization.................................................37

6.2 Power and Authority..........................................38

6.3 Authorized Closing Stock.....................................38

6.4 Finders......................................................38

6.5 Approvals; Consents..........................................38

6.6 Compliance with Other Instruments; Law.......................38

6.7 Investment Representations...................................38

6.8 SEC Filings..................................................39

ARTICLE VII CONDITIONS TO CLOSING........................................39

7.1 Conditions to Obligations of the Sellers.....................39

7.2 Conditions to Obligations of the Buyer.......................40

7.3 Concurrent Conditions........................................40

ARTICLE VIII SURVIVAL AND INDEMNIFICATION.................................41

8.1 Survival.....................................................41

8.2 Indemnification..............................................41

8.3 Limitation of Liability and Termination of Indemnification...42

8.4 Adjustment of Purchase Price.................................43

8.5 Claims Resulting from Breach of Representation or Warranty...43

8.6 Mitigation...................................................43

ARTICLE IX TAX COVENANTS AND RELATED MATTERS............................43

9.1 Returns......................................................43

9.2 Cooperation..................................................43

9.3 Allocation of Taxes..........................................43

ARTICLE X MISCELLANEOUS................................................43

10.1 Right of Set-Off.............................................43

10.2 Breach or Failure to Perform.................................44

10.3 Entire Agreement; No Third-Party Beneficiaries...............44

10.4 Public Announcement..........................................44

10.5 Expenses.....................................................44

10.6 Notices......................................................44

10.7 Waivers and Amendments.......................................45

10.8 Governing Law; Severability..................................45

10.9 Headings.....................................................45

10.10 Assignment...................................................45

10.11 Binding Effect...............................................45

10.12 Arbitration of Disputes......................................46

10.13 Counterparts.................................................46

10.14 Termination of Certain Agreements............................46

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EXHIBITS

EXHIBIT Recital B - Seller's Membership Interests

EXHIBIT 1.1A - Colombo Employment Agreement

EXHIBIT 1.1B - Kirby Employment Agreement

EXHIBIT 1.1C - Pivotal LLC Agreement

EXHIBIT 2.2(a) - Closing Certificate

EXHIBIT 2.3(d)(i) - Note A

EXHIBIT 2.3(d)(ii) - Note B

EXHIBIT 2.3(d)(iii) - Note C

EXHIBIT 2.4(b) - PTO Policy

EXHIBIT 2.6(b) - Assignment Agreement

EXHIBIT 3.11 - Form of Guaranty

EXHIBIT 7.1(b) - Buyer's Opinion of Counsel

EXHIBIT 7.1(h) - Pledge Agreement

EXHIBIT 7.1(i) - Security Agreement

EXHIBIT 7.1(j) - Financing Statement

EXHIBIT 7.2(b) - Sellers' Opinion of Counsel

SCHEDULES

SCHEDULE 1.1A - Key Employee

SCHEDULE 2.2(a) - Reserve Account

SCHEDULE 2.5 - Fixed Assets

SCHEDULE 3.6 - Kirby Guaranty Leasehold Agreement

SCHEDULE 3.9 - Leasehold Agreements

SCHEDULE 3.10 - Charges for Legal and Accounting Expenses

SCHEDULE 5.20(c) - Encumbrances on Accounts and Notes Receivables

(Interim Financial Statements)

SCHEDULE 5.21(b) - Changes to Employee Compensation and Benefits

SCHEDULE 5.21(c) - Encumbrances on Assets

SCHEDULE 5.22 - Pharmaceutical Contracts

SCHEDULE 5.28 - Securities Disclosures

SCHEDULE 6.6 - Defaults or Violation Resulting from

Transaction Documents

DISCLOSURE SCHEDULE

Section 2.1 - Membership Interests

Section 2.2(b) - Bank Accounts

Section 2.2(c) - Accounts Receivable

Section 5.3 - Members of Pivotal

Section 5.5 - Conflicts

Section 5.6 - Licenses

Section 5.7 - Material Contracts

Section 5.8 - Equipment

Section 5.9(a) - Leased Real Property

Section 5.9(b) - Improvements Not in Good Condition

Section 5.9(c) - Insufficient Utilities and Services on Leased

Real Property

Section 5.10 - Intellectual Property

Section 5.11(a) - Employee Plans

Section 5.11(c)(iv) - Termination for Cause

Section 5.12 - Labor Agreements

Section 5.13 - Taxes

Section 5.14 - Environmental Matters

Section 5.15(a) - Insurance Policies

Section 5.15(b) - Invalid Insurance Policies

Section 5.15(c) - Cancelled Pharmaceutical Companies and

Suppliers

Section 5.17 - Affiliate Insurance Policies

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Section 5.16 - 10 Largest Customer Transactions

Section 5.20(a) - Financial Statements

Section 5.20(b) - GAAP Liabilities

Section 5.22 - Pharmaceutical Contract Violations

Section 5.23 - Litigation

Section 5.24 - Consents and Approvals

Section 5.25 - Non-Compliance with Laws

Section 5.29 - Pre-Closing Conditions

Section 6.7 - Investment Representations

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<PAGE>

MEMBERSHIP PURCHASE AGREEMENT

February ___, 2003

The parties to this Membership Purchase Agreement (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 ("Colombo")

(Kirby, Bonacci and Colombo may be collectively referred to herein as the

"Sellers" and Kirby and Michael J. Colombo may be collectively referred to

herein as the "Executives" or individually, as the case may be, as an

"Executive").

RECITALS

A. WHEREAS, Pivotal is in the business of providing clinical research

services to Pharmaceutical Companies (as defined below) and their

designated contract research organizations. Pivotal's offices and

research facilities are located at 13128 N. 94th Drive, Suite 200,

Peoria, Arizona (the "Peoria Location"), and 1220 S. Alma School Road,

Suite 206, Mesa, Arizona; (the "Mesa Location," and together with the

Peoria Location, and any Successor Location (as defined below) the

"Locations");

B. WHEREAS, as of the date hereof, each of the Sellers is a Member of

Pivotal and owns of record and beneficially a Membership Interest in

Pivotal set forth next to such Seller's name on Exhibit Recital B

hereto;

C. WHEREAS, subject to such terms and conditions as are specified herein,

each of the Sellers desires to sell all of such Seller's Membership

Interest;

D. WHEREAS, neither party hereto would enter into this Agreement without

the Executives and the Buyer entering into the Employment Agreements

(defined below) and as such those agreements constitute material

inducements to all parties to enter into this Agreement; and

E. WHEREAS, subject to the terms and conditions as are specified herein

Buyer desires to purchase the Membership Interests.

AGREEMENT

Now, therefore, with reference to the foregoing recitals, all of which are

incorporated herein by this reference, in consideration of the premises and of

the mutual agreements and covenants hereinafter set forth, and for other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties hereto agree as follows:

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<PAGE>

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms. As used in this Agreement, the following terms

have the following meanings:

"Accredited Investor" means a natural person whose Net Worth, or joint Net

Worth with such natural person's spouse, exceeds $1,000,000 as of the date of

this Agreement.

"Act" means the Arizona limited liability company act.

"Action" means any claim, action, suit, arbitration or proceeding by or

before any Governmental Authority or arbitrator.

"Acquisition Financing" means the financing obtained by Buyer to pay the

Closing Cash Consideration of this Agreement.

"Affiliate" means, when used with respect to a specified Person, another

Person that, either directly or indirectly through one or more intermediaries,

controls or is controlled by or is under common control with a specified Person.

"Assets" mean all of Pivotal's right, title and interest in and to all

properties, assets and rights of any kind, whether tangible or intangible, real

or personal, owned by Pivotal, or in which Pivotal has any interest whatsoever.

"Audited Financial Statements" means the audited balance sheet of Pivotal

for the twelve month periods ending June 30, 2002 and June 30, 2003, and the

related audited statements of income, cash flow and Members' capital for the

twelve months ended June 30, 2002 and June 30, 2003, respectively, together with

the notes thereto and the report of Pivotal's independent auditors thereon.

"Benefit Arrangement" means any employment, consulting, severance or other

similar contract, arrangement or policy (written or oral) and each plan,

arrangement, program, agreement or commitment (written or oral) providing for

insurance coverage (including, without limitation, any self insurance

arrangements), workers' compensation, disability benefits, supplemental

unemployment benefits, vacation benefits, retirement benefits, life, health or

accident benefits (including, without limitation, any "voluntary employees'

beneficiary association" as defined in Section 501(c)(9) of the Internal Revenue

Code providing for the same or other benefits) or for deferred compensation,

profit-sharing, bonuses, stock options, stock appreciation rights, stock

purchases or other forms of incentive compensation or post-retirement insurance,

compensation or benefits which (i) is not a Welfare Plan, Pension Plan or

Multi-employer Plan, (ii) is entered into, maintained, contributed to or

required to be contributed to, as the case may be, by Pivotal or any ERISA

Affiliate or under which Pivotal or any ERISA Affiliate may incur any liability,

and (ii) covers any employee or former employee of Pivotal or any ERISA

Affiliate (with respect to their relationship with any such entity).

"Board of Directors" means the board of managers of Pivotal as constituted

pursuant to the Pivotal LLC Agreement.

"Books and Records" means all books of account and other financial records

pertaining to Pivotal.

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"Business Day" means any day that is not a Saturday, a Sunday or other day

on which banks are required or authorized by law to be closed in Washington, DC.

"Capitalized Lease Liabilities" means, without duplication, all monetary

obligations of Pivotal under any leasing or similar arrangement which, in

accordance with GAAP, would be classified as a capitalized lease, and, for

purposes of this Agreement, the amount of such obligations shall be the

capitalized amount thereof, determined in accordance with GAAP, and the stated

maturity thereof shall be the date of the last payment of rent or any other

amount due under such lease prior to the first date upon which such lease may be

terminated by the lessee without payment of a penalty.

"Clinical Research Services" means clinical research services and clinical

research operations including, but not limited to, any such activities conducted

by any of Buyer, Pivotal, PPR or any Subsidiary or Affiliate of any of the

foregoing.

"Closing Stock Price" means the lower of a number equal to the closing

price of PHC Stock as reported by the NASDAQ Bulletin Board on the day (i)

immediately preceding the Closing Date, or (ii) immediately preceding the

Buyer's authorized release of a public statement describing the Buyer'

acquisition of Pivotal.

"Colombo Employment Agreement" means the employment agreement between

Pivotal and Michael J. Colombo in the form attached hereto as Exhibit 1.1A.

"Contract" means any agreement, contract, lease, note, loan, evidence of

Liabilities, purchase order, letter of credit, franchise agreement, undertaking,

covenant not to compete, employment agreement, license, instrument, obligation,

commitment, purchase and sale order, quotation or other executory commitment,

including, but not limited to, Pharmaceutical Contracts, to which Pivotal is a

party or which related to Pivotal's businesses or any of its assets or

properties, whether oral or written, express or implied, and which pursuant to

its terms has not expired, terminated or been fully performed by the parties

thereto.

"Disclosure Schedule" means the disclosure schedule attached hereto.

"Discounted Closing Stock Price" means the Closing Stock Price multiplied

by .75.

"Employee Plans" means all Benefit Arrangements, Multi-employer Plans,

Pension Plans and Welfare Plans.

"Employment Agreements" means the Colombo Employment Agreement and the

Kirby Employment Agreement, collectively.

"Encumbrance" means any claim, lien, pledge, option, charge, easement,

security interest, deed of trust, mortgage, right-of-way, encroachment, building

or use restriction, encumbrance or other right of third parties, whether

voluntarily incurred or arising by operation of law, and includes, without

limitation, any agreement to give any of the foregoing in the future, and any

contingent or conditional sale agreement or other title retention agreement or

lease in the nature thereof.

"Equity Securities" of any Person means (i) shares of capital stock,

limited liability company interests or other equity securities of such Person,

including, with respect to Pivotal, the Membership Interests, (ii)

subscriptions, calls, warrants, options or commitments of any kind or character

relating to, or entitling any Person to purchase or otherwise acquire, any

capital stock, limited liability company interests or other equity securities of

such Person, (iii) securities convertible into or exercisable or exchangeable

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<PAGE>

for shares of capital stock, limited liability company interests or other equity

securities of such Person, and (iv) equity equivalents, interests in the

ownership, or earnings of, or equity appreciation, phantom stock or other

similar rights of, or with respect to, such Person.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"ERISA Affiliate" means any entity which is (or at any relevant time was) a

member of a "controlled group of corporations" with, under "common control"

with, or a member of a "affiliated service group" with, or otherwise required to

be aggregated with, the company or any of its subsidiaries as set forth in

Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

"Facility" means any real property or facility owned, leased, operated or

used at any time by Pivotal or any of their respective Affiliates or by a

predecessor of Pivotal or any of such predecessor's respective Affiliates

including, but not limited to, the Locations.

"Financing Statement" means a financing statement filed in accordance with

the Uniform Commercial Code as enacted in the State of Arizona in the form

attached hereto as Exhibit 7.1(j).

"Fixed Assets" has the meaning set forth in Section 2.5 and Schedule 2.5.

"GAAP" means United States generally accepted accounting principles in

effect from time to time applied consistently throughout the period involved.

"Governmental Authority" means any government, any governmental entity,

department, commission, board, agency or instrumentality, and any court,

tribunal, or judicial or arbitral body, whether federal, state, local or

foreign.

"Governmental Order" means any order, judgment, injunction, decree,

stipulation, determination or award entered by or with any Governmental

Authority.

"Handling of Substances" means the production, use, generation, storage,

treatment, recycling, disposal, discharge, release or other handling or

disposition of Substances.

"Improvements" means any buildings, facilities, other structures and

improvements, building systems and fixtures located on or under any real

property owned or leased by Pivotal.

"Intellectual Property Rights" means all (i) domestic and foreign

registrations of trademarks, service marks, logos, corporate names, protected

models, designs, created works, trade names or other trade rights of Pivotal,

(ii) pending applications by for any such registrations, (iii) rights in or to

patents, copyrights and pending applications therefore of Pivotal, (iv) of

Pivotal's rights to other trademarks; service marks, logos, corporate names,

protected models, designs, created works, trade names and other trade rights and

all other trade secrets, designs, plans, specifications, technology, know-how,

methods, designs, concepts and other proprietary rights, whether or not

registered, (v) rights under any licenses of Pivotal to use any of the

foregoing, (vi) standard operating procedures developed by Pivotal and existing

prior to the Closing which constitute trade secrets, including, but not limited

to, those standard operating procedures set forth in Pivotal's "Standard

Operating Procedures Manual," and (vii) databases constituting proprietary

information or trade secrets developed by Pivotal, including, but not limited

to, Pivotal's patient database in existence as of the Closing..

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<PAGE>

"Interim Financial Statements" means the unaudited financial statements of

Pivotal as of July 30, 2003, August 30, 2003, September 30, 2003, October 30,

2003, November 30, 2003, and December 30, 2003 and the related unaudited

statements of income, cash flows and Members' capital of Pivotal for the one

month periods then ended.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as

amended.

"IRS" means the United States Internal Revenue Service.

"Key Employee" means the Pivotal employees named in the attached Schedule

1.1A.

"Kirby Employment Agreement" means the employment between Pivotal and Kirby

in the form attached hereto as Exhibit 1.1B.

"Law" means any federal, state, local or foreign statute, law, ordinance,

regulation, rule, code, order or rule of common law.

"Liabilities" means (i) indebtedness of Pivotal for borrowed money to any

Person, (ii) obligations of Pivotal evidenced by bonds, notes, debentures, or

similar instruments, (iii) obligations of Pivotal under capitalized leases, (iv)

obligations of Pivotal under conditional sale, title retention or similar

agreements or arrangements creating an obligation of Pivotal with respect to the

deferred purchase price of property (other than customary trade credit), (v)

interest rate and currency obligation swaps, hedges or similar arrangements

(other than interest rate caps, the cost of which have been paid in full prior

to the date hereof) (vi) accrued benefits of Pivotal employees as of Closing

including, but not limited to, accrued vacation, pre-paid benefits and expenses

for which adequate provisions have not been made pursuant to the Reserve Account

requirements set forth in Section 2.2(a) of this Agreement which shall not

include PTO which is subject to the provisions of Section 2.4(b), and (vii) all

obligations of Pivotal to guarantee any of the foregoing types of obligations on

behalf of any Person other than Pivotal.

"Licenses" means all of the licenses, permits and other governmental

authorizations required for the operation of the business of Pivotal and

including, without limitation, any and all activities of Pivotal in connection

with, related, or pertaining thereto.

"Line of Credit" means the line of credit financing provided by Buyer's

lender to Pivotal in an amount not less than $1,000,000.

"Loan Document" means a document evidencing Acquisition Financing or the

Line of Credit.

"Loss Contract" means any Contract for which Pivotal has accrued a loss on

its financial statements or which Pivotal reasonably expects, based on Pivotal's

knowledge as of the date hereof and the Closing Date (as applicable), will

result in a loss.

"Losses" of a Person means any and all losses, liabilities, damages,

claims, awards, judgments, and expenses (including, without limitation, the

costs of reasonable investigation, remediation and attorneys' fees) suffered or

incurred by such Person, provided, however, in the case of Pivotal any such

Losses shall be net of insurance proceeds actually collected with respect to

such Losses.

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"Material Adverse Effect" or "Material Adverse Change" means, with respect

to any Person, any material adverse effect on or material adverse change with

respect to the business, operations, assets, liabilities, condition (financial

or otherwise), or results of operations of such Person and its Subsidiaries,

taken as a whole.

"Members" means all of the members of Pivotal, collectively.

"Membership Interest" means an interest in the capital and profits of

Pivotal, together with all property rights and all other rights accorded to the

record and/or beneficial holder of such interest, whether pursuant to the

Pivotal LLC Agreement, applicable Law (including the Act) or otherwise.

"Multi-employer Plan" means any "multi-employer plan," as defined in

Section 4001(a)(3) or 3(37) of ERISA, which (i) Pivotal or any ERISA Affiliate

maintains, administers, contributes to or is required to contribute to, or,

after September 25, 1980, maintained, administered, contributed to or was

required to contribute to, or under which Pivotal or any ERISA Affiliate may

incur any liability and (ii) covers any employee or former employee of Pivotal,

its Subsidiaries or any ERISA Affiliate (with respect to their relationship with

any such entity).

"Net Debt" means (x) the Liabilities of Pivotal as of the Closing Date,

minus (y) the aggregate cash and cash equivalents of Pivotal as of the Closing

Date.

"Net Worth" means the excess of total assets of fair market value,

including home, home furnishings and automobiles, over total liabilities. A

principal residence shall be valued either at (A) cost (including the cost of

improvements, net of current Encumbrances on the property) or (B) appraised

value as determined by a written appraisal used by an institutional lender

making a loan secured by such property, including the cost of subsequent

improvements, net of current Encumbrances on such property.

"Non-Pivotal Business" means Post-Closing, the Clinical Research Services

business of Buyer other than the Pivotal Business.

"Note A" means a promissory note in the form attached hereto as Exhibit

2.3(d)(i) in the original principal amount of $1,000,000 executed by PHC as

maker and the Sellers as holders.

"Note B" means a promissory note in the form attached hereto as Exhibit

2.3(d) (ii) in the original principal amount of $500,000 executed by PHC as

maker and the Sellers as holders.

"Note C" means a promissory note in the form attached hereto as Exhibit 2.3

(d)(iii) in the original principal amount of $1,000,000 executed by PHC as maker

and the Sellers as holders.

"Note Consideration" means, the Note A Consideration, the Note B

Consideration, and the Note C Consideration, collectively.

"Note C Shares" means a number of shares of PHC stock which may be issued

to Sellers pursuant to the terms of Note C.

"Notes" means Note A, Note B, and Note C, collectively.

"PBGC" shall mean the Pension Benefit Guaranty Corporation.

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"Pension Plan" shall mean any "employee pension benefit plan" as defined in

Section 3(2) of ERISA (other than a Multi-employer Plan) (i) which Pivotal or

any ERISA Affiliate maintains, administers, contributes to or is required to

contribute to, or, within the five years prior to the Closing Date, maintained,

administered, contributed to or was required to contribute to, or under which

Pivotal or any ERISA Affiliate may incur any liability (including, without

limitation, any contingent liability) and (ii) which covers any employee or

former employee of Pivotal or any ERISA Affiliate (with respect to their

relationship with any such entity).

"Percentage Interest" means, with respect to any Membership Interest, the

relative Percentage Interest in the capital and profits of Pivotal represented

by such Membership Interest.

"Person" means any natural person, corporation, limited partnership,

general partnership, limited liability company, joint stock company, joint

venture, association, company, trust or other organization, or any Governmental

Authority.

"PHC Stock" means capital stock of PHC.

"Pharmaceutical Company" means a Person engaged in research and

development, manufacture, distribution, sale, or promotion of pharmaceuticals or