AGREEMENT

     

    THIS
      AGREEMENT
      (“Agreement”),
      dated
      as of December 12, 2007, is by and between Elizabeth Plaza ("Purchaser"),
      and
      Pharma-Bio Serv, Inc. (the “Company”).

     

    WITNESSETH

     

    WHEREAS,
      Purchaser has entered into a Securities Purchase Agreement dated December 12,
      2007 (the “SPA”) pursuant to which Purchaser has agreed to purchase warrants to
      purchase an aggregate of Four Hundred Sixty Six Thousand, Six Hundred and Sixty
      Seven (466,667) shares of common stock, par value $0.0001 (the “Warrants”) of
      the Company in consideration for $0.77 per Warrant, which shall be payable
      by
      the issuance of a promissory note (the “Notes”) to each of the sellers (the
“Sellers”). 

     

    WHEREAS,
      the
      closing of the sale and purchase of the Warrants is conditioned on the Company
      obtaining a National Minority Supplier Development Council Minority-Controlled
      Certification (“Certification”) extending beyond December 31, 2007.


     

    NOW
      THEREFORE,
      in
      consideration of the promises and respective mutual agreements herein contained,
      it is agreed by and between the parties hereto as follows:

     

    1.    Agreement
      to Exercise Warrants.
      Upon
      the terms and conditions herein contained, Purchaser hereby agrees to exercise
      the Warrants simultaneously with the closing of the SPA and directs that the
      Company pays an aggregate of Three Hundred Fifty Nine Thousand, Three Hundred
      and Thirty Three Dollars and Fifty Nine Cents ($359,333.59) of the payment
      due
      to the Purchaser by the Company on January 25, 2008 pursuant to the Agreement
      and Plan of Merger dated January 25, 2006 among Lawrence Consulting Group Inc.,
      PBSV, Purchaser and Plaza Acquisition Corp. to each of the Sellers in the
      respective amounts set forth on Schedule A of the SPA. Purchaser shall exercise
      warrants by completing the Purchase Form attached to each of the certificates
      evidencing the Warrants and submitting the completed Purchase Forms to the
      Company.

     

    2.    Issuance
      of the Warrants.
      The
      Company hereby agrees to issue and deliver the New Warrants (as defined in
      the
      SPA) to the Purchaser and to the Sellers as provided in Section 2.5 of the
      SPA.


     

    3.    Authorization;
      Enforcement.
      The
      Purchaser has all requisite power and authority to enter into and perform this
      Agreement and to consummate the transactions contemplated hereby and to issue
      the Notes to each of the Sellers, in accordance with the terms of the SPA,
      (ii)
      this Agreement has been duly executed and delivered by the Purchaser, and (iii)
      this Agreement and each of the Notes constitute a legal, valid and binding
      obligation of the Purchaser enforceable against the Purchaser in accordance
      with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally, the enforcement of creditors’ rights and
      remedies or by other equitable principles of general application.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.    No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Purchaser and
      the
      consummation by the Purchaser of the transactions contemplated hereby
      (including, without limitation, the issuance of the Notes to the Sellers
      pursuant to the SPA) will not violate or conflict with, or result in a breach
      of
      any provision of, or constitute a default (or an event which with notice or
      lapse of time or both could become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, note, bond, indenture or other instrument to which the Purchaser
      is a
      party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and regulations
      and regulations of any self-regulatory organizations to which the Purchaser
      is
      subject) applicable to the Purchaser. the Purchaser is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court, governmental agency, regulatory agency, self regulatory organization
      or stock market or any third party in order for it to execute, deliver or
      perform any of its obligations under this Agreement in accordance with the
      terms
      hereof. 

     

    5.    Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto with respect to the transactions contemplated hereby, and supersedes
      all
      prior agreements, arrangements and understandings related to the subject matter
      hereof. No understanding, promise, inducement, statement of intention,
      representation, warranty, covenant or condition, written or oral, express or
      implied, whether by statute or otherwise, has been made by any party hereto
      which is not embodied in this Agreement or the written statements, certificates,
      or other documents delivered pursuant hereto or in connection with the
      transactions contemplated hereby, and no party hereto shall be bound by or
      liable for any alleged understanding, promise, inducement, statement,
      representation, warranty, covenant or condition not so set forth.

     

    6.    Notices.
      Any
      notice, request, instruction, or other document required by the terms of this
      Agreement, or deemed by any of the parties hereto to be desirable, to be given
      to any other party hereto shall be in writing and shall be given by facsimile,
      personal delivery, overnight delivery, or mailed by registered or certified
      mail, postage prepaid, with return receipt requested to the address or facsimile
      set forth on the signature page hereto. If notice is given by facsimile,
      personal delivery, or overnight delivery in accordance with the provisions
      of
      this Section, said notice shall be conclusively deemed given at the time of
      such
      delivery. If notice is given by mail in accordance with the provisions of this
      Section, such notice shall be conclusively deemed given seven days after deposit
      thereof in the United States mail. 

     

    7.    Waiver
      and Amendment.
      Any
      term, provision, covenant, representation, warranty or condition of this
      Agreement may be waived, but only by a written instrument signed by the parties.
      The failure or delay of any party at any time or times to require performance
      of
      any provision hereof or to exercise its rights with respect to any provision
      hereof shall in no manner operate as a waiver of or affect such party's right
      at
      a later time to enforce the same. No waiver by any party of any condition,
      or of
      the breach of any term, provision, covenant, representation or warranty
      contained in this Agreement, in any one or more instances, shall be deemed
      to be
      or construed as a further or continuing waiver of any such condition or breach
      or waiver of any other condition or of the breach of any other term, provision,
      covenant, representation or warranty. No modification or amendment of this
      Agreement shall be valid and binding unless it be in writing and signed by
      all
      parties hereto.

     

    8.    Choice
      of Law.
      This
      Agreement and the rights of the parties hereunder shall be governed by and
      construed in accordance with the laws of the State of New York including all
      matters of construction, validity, performance, and enforcement and without
      giving effect to the principles of conflict of laws.

     

    9.    Jurisdiction.
      The
      parties submit to the jurisdiction of the Courts of the County of New York,
      State of New York or a Federal Court empaneled in the State of New York for
      the
      resolution of all legal disputes arising under the terms of this Agreement,
      including, but not limited to, enforcement of any arbitration
      award.

     

    10.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument. 

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
      date
      first written hereinabove.

     

    /s/
      Elizabeth Plaza

    ELIZABETH
      PLAZA

    Suite
      110
      Mendez Vigo 373

    Dorado,
      PR 00646

    Facsimile:
      (787) 796-5168

    


    


    PHARMA-BIO
      SERV, INC. 

    


    


    By:/s/
      Elizabeth Plaza

    Name:
      Elizabeth Plaza

    Title:
      President and CEO

    373
      Mendez Vigo, Suite 100

    Dorado,
      Puerto Rico 00646

    Facsimile:
      (787) 796-5168

     

    
      
         

      

      
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