Irrevocable
      Proxy

    


    The
      undersigned holder (the "Holder")
      of
      __________ shares of common stock (the "Shares") of Pharma-Bio Serv, Inc.,
      a
      Delaware corporation (the "Company"),
      solely in his/its capacity as a holder of securities of the Company, hereby
      irrevocably appoints Elizabeth Plaza, as the sole and exclusive attorney and
      proxy of the Holder, with full power of substitution and resubstitution, to
      vote
      and exercise all voting, consent and similar rights with respect to all of
      the
      Holder's Shares, until the Expiration Date (as defined below), on the terms
      and
      conditions specified below. Upon the Holder's execution of this Irrevocable
      Proxy, any and all prior proxies given by the Holder with respect to any of
      the
      Holder's Shares are hereby revoked and the Holder agrees not to grant any
      subsequent proxies with respect to any of the Holder's Shares until after the
      Expiration Date.

     

    This
      Irrevocable Proxy is irrevocable, is coupled with an interest sufficient in
      law
      to support an irrevocable power made for the benefit of third
      parties.

     

    The
      term
      of this Irrevocable Proxy shall commence on the date (the "Certification
      Date")
      the
      Company obtains a National Minority Supplier Development Council
      Minority-Controlled Certification with respect to 2008 ("Certification")
      and
      shall terminate on the "Expiration
      Date".
      As
      used herein, the term "Expiration
      Date"
      shall
      mean the first anniversary date of the Certification Date unless the
      Certification expires sooner in which event the Expiration Date shall be the
      date the Certification expires. Notwithstanding the foregoing, this Irrevocable
      Proxy shall not be effective unless and until the closing occurs under the
      Securities Purchase Agreement dated December 2007 by and among Elizabeth Plaza
      and the sellers listed on Exhibit A thereto.

     

    The
      attorney and proxy named above is hereby authorized and empowered by the Holder,
      at any time prior to the Expiration Date, to act as the Holder's attorney and
      proxy to vote the Holder's Shares, and to exercise all voting, consent and
      similar rights of the Holder with respect to the Holder's Shares (including,
      without limitation, the power to execute and deliver written consents) at every
      annual, special or adjourned meeting of stockholders of the Company and in
      every
      written consent in lieu of such meeting.

     

    Any
      obligation hereunder of the Holder shall be binding upon the successors and
      assigns of the Holder. This Irrevocable Proxy shall terminate, and be of no
      further force or effect, automatically upon the Expiration Date.

     

    IN
      WITNESS WHEREOF, the undersigned Holder has caused this Irrevocable Proxy to
      be
      executed as of July 11, 2008.

     

    
      	 	
              Holder:

              


              Name:

              


              


              By:_____________________________________

              Name:

              Title: