AMENDMENT
      TO AGREEMENT

     

    THIS
      AMENDMENT TO AGREEMENT
      ("Amendment") is dated as of this 9th
      day of
      July, 2008 between
      Elizabeth Plaza ("Purchaser"), and Pharma-Bio Serv, Inc. (the
      "Company").

     

    RECITALS

     

    WHEREAS,
      the
      Sellers (as defined in the SPA) and Purchaser entered into that certain
      Securities Purchase Agreement dated December 12, 2007, as amended on even date
      herewith (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
      Company and Purchaser entered into that certain Agreement dated December 12,
      2007 (the "Agreement"), pursuant to which the Company was to pay an aggregate
      of
      Three Hundred Fifty Nine Thousand, Three Hundred and Thirty Three and 59/100
      Dollars ($359,333.59) to Purchaser; and 

     

    WHEREAS,
      the
      Sellers and Purchaser desire to amend the SPA as provided in a separate
      agreement and the Company and Purchaser desire to amend the Agreement by
      entering into this 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 Agreement and all references to
      Sections, shall mean the Sections of the Agreement unless reference is made
      to
      another document. Capitalized terms used herein and defined herein shall be
      substituted for any identical capitalized terms in the Agreement. 

     

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

     

    2.1  Section
      0.
      Section
      0 is deleted in its entirety and shall be identified as Section 1 and amended
      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. Purchaser shall
      exercise warrants by completing the completing the Purchase Form attached to
      each of the certificates evidencing the Warrants and submitting the completed
      Purchase Forms to the Company."

     

    2.2  References
      to Notes.
      Any and
      all references to Promissory Notes or Notes, whether in the singular or plural,
      are hereby deleted in their entirety from the Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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
      Company 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
                COMPANY:

              


              PHARMA-BIO
                SERV, INC.

              


              


              


              By:/s/
                Elizabeth Plaza

              Name:
                Elizabeth Plaza

              Title:
                President & CEO

              373
                Mendez Vigo, Suite 100

              Dorado,
                Puerto Rico 00646