exh10_31.htm


    
      
 Exhibit
10.31

      
         

      

      


      March 3,
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 (the “Agreement”) dated as
of January 12, 2009, 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”); First
Amendment of the Agreement

      


      Ladies
and Gentlemen:

      


      This
letter agreement documents the 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.           Outside Closing Date;
Effective Date.

      


      (a)           The
parties hereto agree that the February 28, 2009 Outside Closing Date set forth
in Section 7.5(c) hereby is replaced with “March 13, 2009.”

      


      (b)           Notwithstanding
the extension of the Outside Closing Date as set forth in Section 1(a) above,
the effective time for all purposes of the consummation of the Acquisition
hereby is amended by deleting the last sentence of Section 2.1 of the Agreement
and replacing the same with the following:

      


      “The
effective time for all purposes of the consummation of the Acquisition shall be
12:01 a.m. (Phoenix, Arizona time) on February 28, 2009.”

      


      2.           Additional
Payment.  In consideration for, among other things, Parent and
the Sellers’ agreeing to replace the Outside Closing Date as set forth in
Section 1(a) of this letter agreement, and in addition to any other amounts owed
under the Agreement, the Purchaser shall pay a non-refundable $200,000 deposit
to the Sellers by wire transfer, to the Sellers’ account set forth in the
Agreement, by 11AM EST on March 4, 2009.  At the Closing, such deposit
shall be credited against the Closing Purchase Price.

      


      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.
d/b/a Pioneer Behavioral Health

        Pivotal
Research Centers, Inc.

        Pivotal
Research Centers, LLC

        Page 2

         

      

      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:     CFO

      

       

      


      PIVOTAL
RESEARCH CENTERS, INC.

      


      


      
        By: /s/  Paula C,
Wurts

        Name:   Paula C.
Wurts

        Title:     CFO

      

      
 

      PIVOTAL
RESEARCH CENTERS, LLC


      By: /s/  Paula C,
Wurts

      Name:   Paula C.
Wurts

      Title:     CFO

      


      

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