AMENDMENT
      TO

    SECURITIES
      PURCHASE AGREEMENT

    


    THIS
      AMENDMENT TO SECURITIES PURCHASE AGREEMENT
      (this
      "SPA Amendment") is dated as of this 9th day of July, 2008 among
      Elizabeth Plaza ("Purchaser"), and each of the sellers listed on Exhibit
      A of
      the
      Securities Purchase Agreement described in greater detail herein (collectively,
      the "Sellers" and individually, a "Seller").

     

    RECITALS

     

    WHEREAS,
      the
      Sellers are the owners of three year warrants to purchase shares of common
      stock, par value $0.0001 of Pharma-Bio
      Serv, Inc., a Delaware corporation (the "Company"); and

     

    WHEREAS,
      the
      Sellers and Purchaser entered into that certain Securities Purchase Agreement
      dated December 12, 2007 (the "SPA") pursuant to which Purchaser had agreed
      to
      purchase warrants to purchase an aggregate of Four Hundred Sixty Six Thousand,
      Six Hundred Sixty Seven (466,667) shares of common stock, par value $0.0001
      (the
      "Warrants") of the Company in consideration for $0.77 per Warrant;
      and

     

    WHEREAS,
      the
      Sellers and Purchaser desire to amend the SPA by entering into this SPA
      Amendment.

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows: 

     

    TERMS

     

    1.  Definitions.
      Capitalized terms used herein and not defined herein shall have the meaning
      ascribed to such term as set forth in the SPA and all references to Sections,
      shall mean the Sections of the SPA unless reference is made to another document.
      Capitalized terms used herein and defined herein shall be substituted for any
      identical capitalized terms in the SPA. 

     

    2.  Amendment
      to Agreement.
      The SPA
      shall be amended as follows:

     

    2.1  Section
      1.2.
      Section
      1.2 is deleted in its entirety and amended as follows:

     

    "1.2 Consideration.
      The
      purchase price for the Warrants (the "Purchase Price") shall be $0.77 per
      Warrant and an aggregate of Three Hundred Fifty Nine Thousand, Three Hundred
      and
      Thirty Three and 59/100 Dollars ($359,333.59) for all Warrants, paid in
      accordance with the amounts set forth on Exhibit A attached
      hereto."

     

    2.2  Section
      2.4.
      Section
      2.4 is deleted in its entirety and amended as follows:

     

    "2.4. Delivery
      by Purchaser.
      At or
      prior to the Closing, Purchaser shall deliver to each of the Sellers the
      Purchase Price for the Warrants purchased by Purchaser from such Seller in
      the
      manner and in such amounts set forth on Exhibit A attached hereto."

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2.3  Schedule
      A; Exhibit B.
      Schedule A and Exhibit B are deleted in their entirety.

     

    3.  Full
      Force and Effect.
      Except
      as specifically amended, modified or supplemented by this Amendment, the
      Agreement, as amended, shall remain unchanged and in full force and
      effect.

     

    4.  Counterparts.
      This
      Amendment may be executed in any number of counterparts and by facsimile, each
      of which shall be deemed an original and all the counterparts taken together
      shall be deemed to constitute one and the same instrument.

     

    5.  Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without regard to its conflict of laws principles, and
      shall be subject to the terms and provisions of the Agreement, as amended
      hereby.

     

    [Signatures
      on following page]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    


    IN
      WITNESS WHEREOF,
      the
      Sellers and Purchaser have caused this Amendment to be duly executed by an
      authorized representative, as of the date first above written.

     

    
      	 	
              PURCHASER:

              


              


              /s/
                Elizabeth Plaza

              Name:
                Elizabeth Plaza

              363
                Dorado Beach East

              Dorado,
                Puerto Rico 00646

              


              


              THE
                SELLERS:

              


              SAN
                JUAN HOLDINGS, INC.

              


              


              By:/s/
                Addison M. Levi III

              Name:
                Addison M Levi III

              Title:
                Principal

              


              


              /s/
                Nathan Renov custodian for Akiva Perlysky

              Name:
                Nathan Renov, custodian for Akiva Perlysky

              


              


              /s/
                Nathan Renov custodian for Akiva Perlysky

              Name:
                Nathan Renov, custodian for Avigail Perlysky

              


              


              /s/
                Tova Katz custodian for Benji Renov

              Name:
                Tova Katz, custodian for Benji Renov

              


              


              /s/
                Jonathan Turkel

              Name:
                Jonathan Turkel

              


              


              /s/
                Leonard Katz

              Name:
                Leonard Katz