Unassociated Document


    Exhibit
4.1

    


    FORM OF

    FIRST AMENDMENT TO SERIES C
COMMON  STOCK PURCHASE WARRANT

    


    This FIRST AMENDMENT TO SERIES C COMMON
STOCK PURCHASE WARRANT (“First Amendment”) is made and entered into as of
the 23rd day of January, 2009, by and among PHARMA-BIO SERV, INC.,
formerly known as Lawrence Consulting Group, Inc., a Delaware corporation
(“Pharma-Bio”) and [_____________] (“Holder”).

    


    WITNESSETH:

    


    WHEREAS, Pharma-Bio had
delivered to Holder that certain Series C Common Stock Purchase Warrants of
Lawrence Consulting Group, Inc. dated as of January 25, 2006 (the
“Warrant”);

    


    WHEREAS, the parties have
agreed to extend the final date of the Exercise Period on which the Warrant can
be exercised until January 24, 2010;

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Pharma-Bio and Holder agree as follows:

    


    TERMS

    


    
      	
               
      

            	
              1.

            	
              Defined
      Terms.  Capitalized but undefined terms herein shall have
      the meanings given to them in the
Warrant

            


    

     

    
      	
               
      

            	
              2.

            	
              Amendment to
      Warrant.  The title and first paragraph of the Warrant is
      amended and restated as follows:

            


    

     

    Void
after 5:30 P.M. New York City time on January 24, 2010

     

    SERIES C
COMMON STOCK PURCHASE WARRANT

     

    of

     

    PHARMA-BIO
SERV, INC.

     

    This is
to certify that, FOR VALUE RECEIVED, [_____________], or registered assigns
(“Holder”), is entitled to purchase, on the terms and subject to the provisions
of this Warrant, from Pharma-Bio Serv, Inc., a Delaware corporation (the
“Company”), at an exercise price (the “Exercise Price”) of seventy three and
44/100 cents ($.7344) per share,  __________ (_____) shares of common
stock, par value $.0001 per share (“Common Stock”), of the Company at any time
during the period (the “Exercise Period”) commencing on the date of this Warrant
and ending at 5:30 P.M. New York City time, on January 24, 2010; provided,
however, that if such date is a day on which banking institutions in the State
of New York are authorized by law to close, then on the next succeeding day
which such banks are not authorized to close.  The number of shares of
Common Stock to be issued upon the exercise or conversion of this Warrant and
the price to be paid for a share of Common Stock may be adjusted from time to
time in the manner set forth in this Warrant.  The shares of Common
Stock deliverable upon such exercise or conversion, and as adjusted from time to
time, are hereinafter sometimes referred to as “Warrant Shares,” and the
exercise price for the purchase of a share of Common Stock pursuant to this
Warrant in effect at any time, as the same may be adjusted from time to time, is
hereinafter sometimes referred to as the “Exercise Price.”  This
Warrant was issued pursuant to a subscription agreement (the “Subscription
Agreement”) between the Company and the initial holder of this
Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Reaffirmation.  Pharma-Bio
      hereby reaffirms all covenants, representations, and warranties made by
      it, and all Obligations owed by it, pursuant to the Warrant (to the extent
      the same is not amended herein) and agree that all such covenants,
      representations and warranties shall be deemed to have been remade as of
      the date this First Amendment becomes effective (unless a representation
      and warranty is stated to be given on and as of a specific date, in which
      case such representation and warranty shall be true, correct, and complete
      as of such date, except to the extent, if any, amended
      hereby).

            


    

     

    
      	
               
      

            	
              4.

            	
              Reference to and
      Effect on the Warrant.  Except as specifically amended to
      or agreed to herein, the Warrant shall remain in full force and effect and
      is hereby ratified and confirmed.

            


    

     

    
      	
               
      

            	
              5.

            	
              Execution in
      Counterparts.  This First Amendment may be executed in
      any number of counterparts and by different parties hereto in separate
      counterparts, each of which when so executed and delivered shall be deemed
      to be an original and all of which taken together shall constitute one and
      the same document. Delivery of an executed counterpart of the First
      Amendment by facsimile shall have the same effect as delivery of a
      manually executed counterpart of this First
  Amendment.

            


    

     

    
      	
               
      

            	
              6.

            	
              Headings.  Section
      headings in this First Amendment are included herein for the convenience
      of reference only and shall not constitute a part of this First Amendment
      for any other purpose.

            


    

     

    [Signatures
on Following Page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties have caused this First Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.

     

    
      
        	 	PHARMA-BIO SERV,
      INC.:	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 


      

    

     

    
      
        	 	WARRANT
      HOLDER:	 
	 	 	 	 
	 	By: