exh10_33.htm


    


      Exhibit
10.33

       

       

       

      
 

      


      March 13,
2009

      


      PHC, Inc.
d/b/a Pioneer Behavioral Health

      Pivotal
Research Centers, Inc.

      Pivotal
Research Centers, LLC

      200 Lake
Street, Suite 102

      Peabody,
MA 01960

      Attention:  Bruce
A. Shear, President

      Telecopy:  (978)
536-2677

      


      Re:           Asset
Purchase Agreement dated as of January 12, 2009, as amended (the “Agreement”), by and
among Premier Research International, LLC, a Delaware limited liability company
(“Premier”),
Premier Research Arizona, LLC, a Delaware limited liability company and the
wholly-owned subsidiary of Premier (the “Purchaser”), Pivotal
Research Centers, Inc., a Delaware corporation (“PRC Inc.”), Pivotal
Research Centers, LLC, an Arizona limited liability company (“PRC LLC,” and
together with PRC Inc., the “Sellers”), and PHC,
Inc., a Massachusetts corporation d/b/a Pioneer Behavioral Health and the parent
entity of the Sellers (the “Parent”); Second
Amendment of the Agreement

      


      Ladies
and Gentlemen:

      


      This
letter agreement documents the supplemental agreements to and amendment of the
Agreement with respect to the matters set forth herein.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Agreement.

      


      1.           Earned
Time-Off.  Pursuant to Section 5.4 of the Agreement, the
parties agree that, except for the “Earned Time Off” costs set forth and more
particularly described on Schedule 5.4 to the
Agreement, which costs, in the aggregate, will not exceed the total amount set
forth on Schedule
5.4 (i.e., $40,213), all employer responsibilities, costs and
liabilities, including those under any severance agreements or arrangements, for
any employees of the Sellers, including those terminated prior to, on or after
the Closing Date shall be and remain the exclusive responsibility, cost and
liability of the Sellers.  Subsequent to the date of the Agreement,
Parent and the Sellers informed Premier and the Purchaser that the aggregate
Earned Time Off amount is $45,154.93, for an aggregate excess amount of
$4,941.93 (the “Excess
Amount”).  Notwithstanding the foregoing, Premier and Purchaser
agree to pay to the Continuing Employees each such Continuing Employee’s portion
of the Excess Amount in accordance with the Schedule A attached
hereto.

      


      2.           Additional
Contracts.  Pursuant to Section 3.10 of the Agreement, Schedule 3.10 is to
set forth, among other things, a list of Assumed
Contracts.  Subsequent to the date of the Agreement, Parent and
Sellers informed Premier and the Purchaser that certain additional Contracts
necessary for the conduct of the Business should be included as Assumed
Contracts, which  Contracts are set forth on Schedule B attached
hereto (the “Additional Assumed
Contracts”).  By execution hereof, the parties hereto agree
that Schedule
3.10 is hereby amended, without any further action by the parties, to
include the Additional Assumed Contracts.

      


      3.           Lease
Matters.  Parent and the Sellers have paid the rent due under
the Real Property Leases owed for the month of March 2009, in the aggregate
amount of $42,786.71 (the “March Rental
Amounts”).  Promptly following the Closing, the Purchaser shall
repay Parent the March Rental Amounts less the Excess
Amount, such that the net amount the Purchasers shall pay to Parent under this
letter shall equal $37,844.78.

      


       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            PHC,
Inc.

            Pivotal
Research Centers, Inc.

            Pivotal
Research Centers, LLC

            Page 2

            


          

        

      


      
        4.           Insurance.   Pursuant
to Section 5.3 of the Agreement, the Purchaser has requested, and the Sellers
and Parent have agreed, that the Sellers and Parent shall take all commercially
reasonable actions necessary to maintain the benefits (whether direct or
indirect) of the insurance policies maintained by or on behalf of the Sellers in
favor of the Continuing Employees during the period from February 28, 2009 until
the date on which all such Continuing Employees are covered by insurance
policies maintained by or on behalf of the Purchaser or Premier (the “Maintenance
Period”).  Promptly following the Maintenance Period, Parent
shall provide Premier an accounting of any costs incurred by Parent and Sellers
associated with maintaining such insurance policies during the Maintenance
Period and Premier shall reimburse Parent for such costs.

        
           

        

        Except as
specifically set forth herein, the terms of the Agreement shall not otherwise be
modified, changed or amended, and the Agreement shall otherwise remain in full
force and effect in accordance with its terms.  This letter agreement
is limited as written and shall not be deemed to be a consent or waiver of any
other term or condition of the Agreement.  This letter agreement may
be executed in counterparts, each of which shall be deemed an original, and all
of which together shall be deemed one and the same
agreement.



      
        
          
          

        

        
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              PHC,
Inc.

              Pivotal
Research Centers, Inc.

              Pivotal
Research Centers, LLC

              Page 3

              


            

          

           

           

          Please indicate your agreement to the terms of this letter
agreement by signing the duplicate copy of this letter agreement where indicated
and returning a copy to Bernard Gallagher, Chief Development Officer, via fax at
+44(0) 1344458314, with a copy to Carl J. Erhardt, Esq., Morris, Manning &
Martin, LLP, via fax at 404-365-9532.

          


          


          


          Very
truly yours,

          


          “PREMIER”:

          


          PREMIER
RESEARCH INTERNATIONAL, LLC

          


          


          By: /s/ B,
Gallagher______________

          Name:  B. Gallagher

          Title:   
Chief Development Officer

          


          


          “PURCHASER”:

          


          PREMIER
RESEARCH ARIZONA, LLC

          


          


          By: /s/ B.
Gallagher

          Name: B. Gallagher

          Title:   Chief
Development Officer

          


          


          


          Acknowledged
and Agreed as Aforesaid,

          as of the
date first written above.

          


          PHC, INC.
d/b/a PIONEER BEHAVIORAL HEALTH

          


          


          By:/s/ Paula C.
Wurts___________

          Name: Paula C. Wurts

          Title:   Chief
Financial Officer

        

         

        


        
           

        

      


      
        
           


        

        
          38

          
            

          

        

        
           


          
            PHC,
Inc.

            Pivotal
Research Centers, Inc.

            Pivotal
Research Centers, LLC

            Page 4

            


          

        

      


      


      PIVOTAL
RESEARCH CENTERS, INC.

      


      


      By:/s/ Paula C.
Wurts___________

      Name: Paula C. Wurts

      Title:   Chief Financial
Officer

      


      


      PIVOTAL
RESEARCH CENTERS, LLC

      


      


      By:/s/ Paula C.
Wurts___________

      Name: Paula C.
Wurts

      Title:   Chief Financial
Officer

      


      


      



      
        
           


        

        
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            PHC,
Inc.

            Pivotal
Research Centers, Inc.

            Pivotal
Research Centers, LLC

            Page 5

            


          

        

      


      Schedule
A

      


      Excess
Amount

      


      [Please
see attached.]

      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
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            PHC,
Inc.

            Pivotal
Research Centers, Inc.

            Pivotal
Research Centers, LLC

            Page 6

            


          

        

      


      Schedule
B

      


      Additional Assumed
Contracts

      


      [Please
see attached.]

      


       

       

       

       

       

       

       

       

       

       

       

      
 

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