STOCK PURCHASE AGREEMENT

Exhibit 10.29

STOCK PURCHASE AGREEMENT

(Camden I and Camden II)

This Agreement is made and entered into as of December 30, 2008 by and among (i) PHC, Inc., a Massachusetts corporation (the “ Company ”), (ii) Camden Partners Limited Partnership and Camden Partners II Limited Partnership (each, a “ Shareholder ” and together, the “ Shareholders ”) and (iii) Camden Partners Capital Management, LLC (“ CPCM ”).

1.1         Purchase and Sale . At the Closing, the Company shall purchase from the Shareholders and the Shareholders shall sell to the Company, that number of shares of Class A Common Stock, $0.01 par value per share, set forth opposite each of its names on Schedule 1 hereto (the “ Shares ”) at a price of $1.46 per Share or the aggregate purchase price set forth opposite each Shareholders’ name on Schedule 1 (the “ Purchase Price ”) and on such other terms and conditions set forth in this Agreement.

1.2         Closing; Closing Date . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Arent Fox LLP, 1050 Connecticut Avenue, NW, Washington, DC 20036 at 10:00 a.m., Eastern Time on December 30, 2008 (the “ Closing Date ”).

2.1         Deliveries by Company . At the Closing, the Company will deliver to each Shareholder payment of the Purchase Price in immediately available funds by wire transfer in accordance with the wire transfer instructions set forth on Schedule 1 .

2.2         Deliveries by each Shareholder and CPCM . At the Closing, each Shareholder and CPCM will deliver to the Company stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents.

3.           REPRESENTATIONS AND WARRANTIES OF COMPANY . The Company represents to each Shareholder and CPCM that the statements in this Section 3 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the Company’s disclosure schedule attached hereto:

3.1         Organization of Company . The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

3.2         Authorization of Transaction . The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions.

3.3         Noncontravention . Except as set forth on Schedule 3.3, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, do not and will not, with or without the giving of notice or the passage of time or both, (A) violate any law to which the Company is subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject.

4.1         Representations and Warranties of Shareholders . Each Shareholder represents and warrants to the Company that the statements in this Section 4.1 are correct and complete as of the date hereof and as of the Closing Date:

(a)                     Organization of Shareholder . Each Shareholder is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b)                     Authorization of Transaction . Each Shareholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each Shareholder, enforceable in accordance with its terms and conditions.

(c)         Noncontravention . The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, do not and will not, with or without the giving of notice or the passage of time or both, (A) violate any law to which any Shareholder is subject or any provision of its charter or partnership agreement or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either Shareholder is a party or by which it is bound or to which any of its assets is subject.

(d)         Title to Shares . Each Shareholder has good and marketable title to, and is the sole record and beneficial owner of the Shares set forth opposite each of its name on Schedule 1 hereto, which Shares are owned free and clear of any restrictions on the right to vote, sell or otherwise dispose of the Shares (other than any restrictions under the Securities Act and state securities laws), rights of first refusal, taxes, liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands (collectively, “ Encumbrances ”). Upon consummation of the Closing in accordance with the terms set forth in this Agreement, the Company shall acquire good, valid and marketable title to the Shares, free and clear of any Encumbrances. None of the Shareholders are a party to any option, warrant, purchase right, or other contract or commitment that could require a Shareholder to sell, transfer, or otherwise dispose of any of the Shares (other than this Agreement). None of the Shareholders is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Shares.

(e)         Access to Information . Each Shareholder has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Shareholder reasonably considers important in making the decision to sell the Shares, and Shareholder has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

(f)        For purposes of this Agreement, a “Person” means a natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.

(g)         Tax Consequences . Each Shareholder understands the tax consequences of the transactions contemplated by this Agreement. Each Shareholder confirms that it is not relying on any statements or representations of the Company or any of its agents with respect to the tax effect of the transactions contemplated by this Agreement. Each Shareholder has had the opportunity to consult with its own legal counsel, accounting, tax, investment and other advisors, who are unaffiliated with the Company, with respect to the tax treatment of the transactions contemplated by this Agreement. Each Shareholder also acknowledges that it is solely responsible for any of its own tax liability that may arise as a result of the transactions contemplated by this Agreement.

4.2         Representations and Warranties of CPCM . CPCM represents and warrants to the Company that the statements in this Section 4.2 are correct and complete as of the date hereof and as of the Closing Date:

(a)         Organization of Shareholder . It is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b)         Authorization of Transaction . It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of CPCM, enforceable in accordance with its terms and conditions.

(c)         Noncontravention . The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, do not and will not, with or without the giving of notice or the passage of time or both, (A) violate any law to which CPCM is subject or any provision of its charter or operating agreement or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject.

6.1         Conditions to Obligation of Company . The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions.

(a)         Accuracy of Representations and Warranties . The representations and warranties of the Shareholders and CPCM set forth in Section 4 shall be true and accurate in every material respect on and as of the Closing with the same force and effect as if they had been made at the Closing, except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date).

(b)         Covenants . The Shareholders and CPCM shall have performed and complied with all of their respective covenants hereunder that are required to be performed prior to Closing in all material respects through the Closing.

(c)         No Action . No action, suit, or proceeding shall be pending or threatened before any stock exchange, court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this