**Exhibit 3.1**

**CERTIFICATE OF INCORPORATION OF**

**AMERICAN INTERNATIONAL HEALTH SERVICES, INC.**

**---00000--****-**

1.      The name of the corporation is AMERICANINTERNATIONAL HEALTH SERVICES, Inc.

2.      The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of' New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.                3.      The nature of the business or purposes to be conducted or promoted is:  To establish, equip, maintain and conduct a hospital or other health facilities for the treatment, care and relief of sick, infirm        and injured persons; for the care and treatment or maternity cases; and for the study of the cause nature, prevention and cure of diseases and the dissemination of knowledge relating thereto and the erection equipment and maintenance of all buildings and laboratories necessary or incidental thereto.

     

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To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.     The total number of shares of stock which the corporation shall have authority to issue is two million (2,000,000) and the par valueforeach such shares is One Cent ($ .01) amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).

5.The name and mailing address of each incorporator is as follows:

| **NAME**         |   |   | **MAILING ADDRESS**        |
|------------------|--------|--------|----------------------------|
|             |   |   |                       |
| F. J. Obara, Jr. |   |   | 100 West Tenth Street      |
|             |   |   | Wilmington, Delaware 19801 |
|             |   |   |                       |
| W. J. Reif       |   |   | 100 West Tenth Street      |
|             |   |   | Wilmington, Delaware 19801 |
|             |   |   |                       |
| R. F. Andrews    |   |   | 100 West Tenth Street      |
|             |   |   | Wilmington, Delaware 19801 |

    6.     The corporation is to have perpetual existence.

7.     In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

To make, alter or repeal the by-laws of the corporation.

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8.     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the        corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9.     The corporation reserves the right to amend, alter change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and a1l rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and according1y have hereunto set our hands this 1st day of June, 1976.

|   | F. J. Obara, Jr. |
|--------|------------------|
|   | W. J. Reif       |
|   | R. F. Andrews    |

STATE OF DELAWARE        OFFICE OF SECRETARY OF STATE

I, ROBERT H. REED, Secretary of State of the State of De1aware, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of Certificate of Incorporation of the "AMERICAN INTERNATIONAL HEALTH SERVICES, INC.", as received and filed in this office the fourteenth day of July, A.D. 1976, at11.o'clock A.M.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover this fourteenth day of July in the year of our Lord one thousand nine hundred and seventy-six.

|                                              |   |                      |
|---------------------------------------------------|--------|---------------------------|
|                                              |   | ROBERT H. REED            |
|                                              |   | Secretary of State        |
|                                              |   |                      |
|                                              |   | G. A. BIDDLE              |
|                                              |   | Ass't. Secretary of state |
|                                              |   |                      |
|                                              |   |                      |
|                                              |   |                      |
|                                              |   |                      |
|                                              |   |                      |
|                                              |   |                      |
| Secretary's Office                                |   |                      |
|  Delaware

1855     1793 |   |                      |

Received for Record         

July 14th, A.D., 1976.

Leo J. Dugan, Jr., Recorder.         

STATE OF DELAWARE :  : : SS.:

NEW CASTLE COUNTY :

Recorded in the Recorder's Office at Wilmington in Incorporation Record,

Vol_____Page_____ &cthe 14th day of July, A.D. 1976

.         

|                                                                  |   |                Witness my hand anofficial seal |
|-----------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|
|                                                                  |   |                                                                                                                      |
|                                                                  |   |                Leo J.Dugan, Jr.                |
|                                                                  |   |                                                                                                                      | Recorder |
|                                                                  |   |                                                                                                                      |   |
|                                                                  |   |                                                                                                                      |   |
|                                                                  |   |                                                                                                                      |   |
| Recorders Office                    New Castle Co.Del.

Mercy Justice |   |                                                                                                                      |   |

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**THE COMMONWEALTH OF MASSACHUSETTS**

| OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE                                                                                                                                                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                             MICHAEL JOSEPH CONNOLLY, Secretary | FEDERAL IDENTIFICATION |
|                                       ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108                       | NO 04-2601571 |
|                                                                                                                                                                                                                                                                                                       |   |   |   |

**RESTATED ARTICLES OF ORGANIZATION**

General Laws, Chapter 156B, Section 74

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

| We, Bruce A. Shear | President/XXXXXXXXXXXXXX and |
|--------------------|------------------------------|
|                    |                         |
| Jeffrey L. Heidt   | Clerk, XXXXXXXXXXXXXX of     |

American International Health Services, Inc.

(Name of Corporation)         

| located at 36 Commerce Way, Woburn, Massachusetts 01801                                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on , 1987 by vote of shares of Common Stock out of 2,277,318 shares outstanding |
| (Class of Stock)                                                                                                                                                                                                       |
| being at least two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stockadversely affected thereby:                                                                      |

| 1.                                              | The name by which the corporation shall be known is:                                                                                                                                                                                                                                                              |
|-------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                            |                                                                                                                                                                                                                                                                                                              |
|                                            | American International Health Services, Inc                                                                                                                                                                                                                                                                       |
|                                            |                                                                                                                                                                                                                                                                                                              |
| 2.                                              | The purposes for which the corporation is formed are as follows:                                                                                                                                                                                                                                                  |
|                                            |                                                                                                                                                                                                                                                                                                              |
|                                            |                                                                                                                                                                                                                                                                                                              |
| C                    P                    M

RA | To manage, own, operate and maintain health care facilities and to carry on any business

or other activity which may be lawfully carried on by a corporation organized under

the Business Corporation Law of the Commonwealth of Massachusetts, whether or not

 related to those referred to hereinabove. |

| Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 81/2 x L I sheets of paper leaving a left hand margin of at least I inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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3.     The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:

|                     |  **WITHOUT PAR VALUE**                                                                                                                                                  | **WITH PAR VALUE**                  |
|--------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|
|  **CLASS OF STOCK** | ****
**NUMBER OF SHARES**                                                                                                                                                    | ****
****NUMBER OF SHARES **** | **PAR VALUE** |
|                     |                                                                                                                                                                         |                                |
| Preferred                |                             None | None                                |   |
|  Common             |                             None | 4,000,000                           | $.01 |

*4.     If more than one class is authorized. a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

                           N/A         

*5.     The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:

              N/A

*6.     Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

See continuation Sheets 6A, 6B, 6C and 6D attached hereto and incorporated by reference herein.

*If there are no such provisions, state "None"

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CONTINUATION SHEET 6A

By-Laws

The board of directors is authorized to make, amend or repeal the by-laws of the corporation in whole or in part, except with respect to any provision thereof which by law, by these articles of organization, or by the by-laws requires action by the stockholders.

Place of Meetings of The Stockholders

Meetings of the stockholders may be held anywhere in the United States.

Partnership

The corporation may be a partner in any business enterprise which the corporation would have power to conduct by itself.

Indemnification of Directors, Officers and Others

The corporation shall indemnify each person who is or was a director, officer, employee or other agent of the corporation, each person who is or was serving at the request of the corporation as a director, trustee, officer, employee or other agent of another organization in which it directly or indirectly owns shares or of which it is directly or indirectly        a creditor, and each person who is or was serving at the request of the corporation in any capacity with respect to any employee benefit plan against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other        proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or having served in any capacity with respect to any employee benefit plan, or by reason of any action        taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated bya court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee        benefit plan. Expenses, including butnotlimited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding may be paid from time to time by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be        determined that indemnification of such expenses is not authorized hereunder, which undertaking may be accepted without reference to the financial ability of such person to make repayment.

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CONTINUATION SHEET 6B

As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, (a) by a vote of a majority of the        disinterested directors then in office (even though the disinterested directors be less than a quorum), or (b) be any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the .outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested persons, or (d) by any disinterested person or persons to whom        the question may be referred by vote of the holders of a majority of such stock. No such approval shall prevent the recovery from any such officer, director, employee, agent or trustee or any such person serving in any capacity with respect to any employee benefit plan of any amounts paid to him or on his behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in        the reasonable belief that his action was in the best interests of the corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, agent, or trustee or any such person serving in any capacity with respect to any employee benefit plan may be entitled or which may lawfully be granted to him. As used herein, the terms "director," "officer," "employee," "agent" and "trustee" include their        respective executors, administrators and other legal representatives, and "interested" person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a "disinterested" person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened.

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CONTINUATION SHEET 6C

By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the        request of the corporation as a director, trustee, officer, employee or other agent of another organization or with respect to any employee or other agent of another organization or with respect to any employee benefit plan in which it directly or indirectly owns shares or of which it is directly or indirectly a creditor, against any liability incurred by him in any such capacity , or arising out of his status as such, whether or not the corporation would have the power to indemnify him        against such liability.

Intercompany Transactions

No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other organization of which one or more of its directors or officers are directors, trustees or officers, or in which any of them has any financial or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely        because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes, approves or ratifies the contract or transaction, or solely because his or their votes are counted for such purposes, if:

(a)      The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee which authorizes, approves or ratifies the contract or transaction, and the board or committee in good faith authorizes, approves or ratifies the contract or transaction by        the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b)      The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote there on, and the contract or transaction is specifically authorized, approved or ratified in good faith by vote of the stockholders;        or

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CONTINUATION SHEET 6D

(c)     The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof which authorizes, approves or ratifies the contract ortransaction. No director or officer of the corporation shall be liable or accountable to the corporation or to any of its stockholders or creditors or to any other        person, either for any loss to the corporation or to any other person or for any gains or profits realized by such director or officer, by reason of any contract or transaction as to which clauses (a), (b) or (c) above are applicable.

Limitations on Director Liability

No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing        violation of law, (iii) under Section 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or (iv) for any transaction in which the director derived an improper personal benefit. No amendment to or repeal of any provision of this paragraph, directly or by adoption of an inconsistent provision of these Articles of Organization, shall apply to or have any effect on any liability or alleged liability of any director of the corporation for or with respect to        any acts or omissions of such director occurring prior to such amendment or repeal.

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| *We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles 2 and 6 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                        |

(*If there are no such amendments. state "None".)

Briefly describe amendments in space below:

Article 2:     Purpose clause amended to summarize purposes of the corporation more concisely.

Article 6:     Other lawful provisions added to:

| 1. | permit Board of Directors to change the By-Laws.                                                                                                                                    |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | permit meetings of stockholders to be held anywhere within the United                  States. |
| 3. | permit the corporation to act as a partner.                                                                                                                                         |
| 4. | provide for indemnification of Directors, officers, and others.                                                                                                                     |
| 5. | provide for intercompany transactions.                                                                                                                                              |
| 6. | provide for limitations on Director liability                                                                                                                                       |

IN WITNESS WHEREOF AND UNDER, THE PENALTIES OF PERJURY, we have hereto signed our namesthis day of______________in the year 1987

Bruce A:Shear,President

Jeffrey L. Heidt,Clerk

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**THE COMMONWEALTH OF MASSACHUSETTS**

**RESTATED ARTICLES OF ORGANIZATION**

(General Laws, Chapter 156B, Section 74)

I hereby approve the within restated articles of organization and, the filing fee in the amount of $ _____ having been paid, said articles are deemed to have been filed with me this day of ______ , 19__.

|   |                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **MICHAEL JOSEPH CONNOLLY**                                                                                                                     |
|   | *          **          * Secretary of State |
|   |                                                                                                                                            |
|   |                                                                                                                                            |

**TO BE FILLED IN BY CORPORATION**

PHOTOCOPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT

| To:    | Laura C. Glynn, Esquire     |
|--------|-----------------------------|
|   | Choate, Hall & Stewart  |
|   | Exchange Place              |
|   | 53 State Street             |
|   | Boston, Massachusetts 02109 |
|   |                        |
|   | Telephone (617) 227-5020    |
|   |                        |
|   |                        |
|   |                        |
|   | Copy Mailed                 |

**THE COMMONWEALTH OF MASSACHUSETTS**

| OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE                                                                                                                                                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                             MICHAEL JOSEPH CONNOLLY, Secretary | FEDERAL IDENTIFICATION |
|                                       ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108                       | NO 04-2601571 |
|                                                                                                                                                                                                                                                                                                       |   |   |   |

**ARTICLES OF AMENDMENT**

General Laws, Chapter 156B, Section 72

We,Bruce A, Shear,President, and

Katherine A,. Flaherty,Assistant Clerk of

AMERICAN INTERNATIONAL HEALTH SERVICES, INC.

(EXACT Name of Corporation)

| Located at36 Commerce Way, Woburn, Massachusetts 01801                                                                                                         |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                     (Massachusetts Address of Corporation) |   |
|                                                                                                                                                           |   |
| Do hereby certify that these ARTICLES OF AMENDMENT offering Articles NUMBERED: 1                                                                               |   |
| (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)                                                                                            |   |
|                                                                                                                                                           |   |
| Of the Articles of Organization were duly adopted at a meeting held on July 1, 1992 by vote of:                                                                |   |
|                                                                                                                                                           |   |
| 1,782,024shares ofcommon stockout of2,277,318shares outstanding                                                                                                |   |
| Type class & series (if any)                                                                                                                               |   |

| CROSS OUT INAPPLICABLE CLAUSE | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX                    Being at least two-thirds of each type, class or series outstanding and entitled to vote thereon and of each type, class or series of stock whose rights are adversely affected thereby: |
|-------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Article 1. The name by which the corporation shall be known is PHC, Inc.

| C      | 1     For amendments adopted pursuant to Chapter 156B, Section 70 |
|--------|--------------------------------------------------------------------------------------------|
| P      | 2     For amendments adopted pursuant to Chapter 156B, Section 71 |
| M      |                                                                                       |
| RA     |                                                                                       |
|   |                                                                                       |
|   |                                                                                       |

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

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To**CHANGE** the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

| WITHOUT PAR VALUE STOCKS |                 |   | WITH PAR VALUE STOCKS |
|--------------------------|----------------------|--------|-----------------------|
|                     |                 |   |                  |   |   |
| **TYPE**                 | **NUMBER OF SHARES** |   | **TYPE**              | **NUMBER OF SHARES** | **PAR VALUE** |
|                     |                 |   |                  |   |   |
| COMMON                   |                 |   | COMMON:               |   |   |
|                     |                 |   |                  |   |   |
| PREFERRED                |                 |   | PREFERRED             |   |   |
|                     |                 |   |                  |   |   |
|                     |                 |   |                  |   |   |

CHANGE the total authorized to:

| WITHOUT PAR VALUE STOCKS |                 |   | WITH PAR VALUE STOCKS |
|--------------------------|----------------------|--------|-----------------------|
|                     |                 |   |                  |   |   |
| **TYPE**                 | **NUMBER OF SHARES** |   | **TYPE**              | **NUMBER OF SHARES** | **PAR VALUE** |
|                     |                 |   |                  |   |   |
| COMMON                   |                 |   | COMMON:               |   |   |
|                     |                 |   |                  |   |   |
| PREFERRED                |                 |   | PREFERRED             |   |   |
|                     |                 |   |                  |   |   |

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.**EFFECTIVE DATE:****_____________________________________________**

**IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY,**we have hereunto signed our namesthis21stday ofJanuary 1994.         

/s/ Bruce A. Shear, President

/s/ Katherine A. Flaherty,Assistant Clerk

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**THE COMMONWEALTH OF MASSACHUSETTS**

**ARTICLES OF AMENDMENT**

GENERAL LAWS, CHAPTER 156B, SECTION 72

I hereby approve the within articles of amendment and, the filing fee in theamount of$ _____ having been paid, said articlesare deemed to havebeen filed with me this_____day of19_____.

MICHAEL JOSEPH CONNOLLY

*Secretary*of*State*

TO BE FILLED IN BYCORPORATION         

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT                  

| To:    | Roslyn G. Daum             |
|--------|----------------------------|
|   | Choate, Hall & Stewart |
|   | Exchange Place             |
|   | 53 State Street            |
|   | Boston, MA 02109           |
|   |                       |
|   | Telephone 617-227-5020     |

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**THE COMMONWEALTH OF MASSACHUSETTS**

William Francis Galvin

Secretaryof the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108         

|   |   |                      
Federal identification |
|--------|--------|---------------------------------------------------|
|   |   |                      
NO. 04-2601571         |

**ARTICLES OF AMENDMENT**

(General Laws, Chapter 156B, Section 72)

| We,                                                                                                                                                                                        | Bruce A, Shear, President, and                                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                       | Paula C. Wurts, Assistant Clerk of                                                                                                                                                                                                         |
|                                                                                                                                                                                       | PHC, Inc.                                                                                                                                                                                                                                  |
|                                                                                                                                                                                       | (Exact Name of Corporation)                                                                                                                                                                                                                |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
| Located at 200 Lake Street, Suite 102, Peabody, MA 01960                                                                                                                                   |
| (Street address of corporation in Massachusetts)                                                                                                                                           |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
| certify that these Articles of Amendment affecting articles numbered: 3                                                                                                                    |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
| of the Articles of Organization were duly adopted at a meeting held on December 31, 1996 by vote of 2,165,526 shares of Class A Common Stock in/favor out of 2,483,522 shares outstanding. |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
| 742,218 shares of Class B Common Stock in/favor out of 800,628* shares outstanding                                                                                                         |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                       | **being at least a majority of each type class or series outstanding and entitled to vote thereon                                                                                                                                          |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                       |
|                                                                                                                                                                                       | *The Class A and Class B Common Shares vote together as a single class upon all matters except the election of directors; each Class A share is entitled to one vote per share and each Blass B share is entitled to five votes per share. |

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly        indicated.                                                      To**CHANGE**the number of shares and the par value (if any) of anytype, class or series of stock which the corporation is authorized to issue, fill in the following:

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The total presently authorized is:

| WITHOUT PAR VALUE STOCKS |             | WITH PAR VALUE STOCKS |
|--------------------------|------------------|-----------------------|
| TYPE                     | NUMBER OF SHARES |                  | TYPE | NUMBER OF SHARES | PAR VALUE |
| COMMON:                  |             |                  | COMMON:Class A | 10,000,000 | $ .01 |
|                     |             |                  | Class B | 2,000,000 | $ .01 |
|                     |             |                  | Class C | 200,000 | $ .01 |
| PREFERRED                |             |                  | PREFERRED | 1,000,000 | $ .01 |
|                     |             |                  |   |   |   |
|                     |             |                  |   |   |   |

Change the total authorized to:

| WITHOUT PAR VALUE STOCKS |             | WITH PAR VALUE STOCKS |
|--------------------------|------------------|-----------------------|
| TYPE                     | NUMBER OF SHARES |                  | TYPE | NUMBER OF SHARES | PAR VALUE |
| COMMON:                  |             |                  | COMMON:Class A | 20,000,000 | $ .01 |
|                     |             |                  | Class B | 2,000,000 | $ .01 |
|                     |             |                  | Class C | 200,000 | $ .01 |
| PREFERRED                |             |                  | PREFERRED | 1,000,000 | $ .01 |
|                     |             |                  |   |   |   |
|                     |             |                  |   |   |   |

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The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter156B, Section 6 unless these articles specify. in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on        such later date.

Later effectivedate:_________________________

SIGNED UNDER THE PENALTIES OF PERJURY, this _______ day of January, 1997

/s/ Bruce A. Shear, President

/s/Paula C. Wurts, Assistant Clerk

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter156B, Section 6 unless these articles specify. in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on        such later date.

Later effectivedate:_________________________

SIGNED UNDER THE PENALTIES OF PERJURY, this _______ day of _____, 1997

/s/ Bruce A. Shear, President

_______________ Assistant Clerk

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**THE COMMONWEALTH OF MASSACHUSETTS**

**ARTICLES OF****AMENDMENT**

(General Laws, Chapter 156B, Section72)

I hereby approve the withinArticles ofAmendmentand, thefiling fee in the amount of $_______having been paid, said articles are deemed to have been filed with me this_____day of_________,19_____

Effective Date:____________________________________________

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT

| TO:    | Roslyn G. Daum, Esq.             |
|--------|----------------------------------|
|   | Choate, Hall & Stewart       |
|   | Exchange Place, 53 State Street, |
|   | Boston, MA 02109                 |

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**THE COMMONWEALTH OF MASSACHUSETTS**

**ARTICLES OF****AMENDMENT**

(General Laws, Chapter 156B, Section72)

I herebyapprove the within articles of amendment and, the filing fee in the amount of $ ____ having been paid, said articles are deemed to have been filed with me this ___ day of 19___.

**MICHAEL JOSEPH CONNOLLY**

Secretary of State

| TO BE FILLED IN BY CORPORATION                |   |
|-----------------------------------------------|--------|
|                                          |   |
| PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT |   |
|                                          |   |
|                                          |   |
| To:                                           |   |   |   |
|                                          |   |   |   |
|                                          |   |   |   |
|                                          |   |
|                                          |   |
|                                          |   |
| Telephone                                     |   |   |   |

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**THE COMMONWEALTH OF MASSACHUSETTS**

MICHAEL JOSEPH CONNOLLY

Secretaryof StateONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

|   | **RESTATED ARTICLES OF ORGANIZATIO****N** | **FEDERAL IDENTIFICATION** |
|--------|-------------------------------------------|----------------------------|
|   | General Laws, Chapter 156B, Section 74    | **NO. 04-2601571**         |
|   |                                      |                       |   |   |   |

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter156B, Section 114. Make check payable to the Commonwealth of Massachusetts

| We,                                                                                                                                                             | Bruce A, Shear, President, and                                                                                                                                                                                                                                                                           |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                            | Katherine A,. Flaherty, Assistant Clerk of                                                                                                                                                                                                                                                               |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
| PHC, INC.

(Name of Corporation)                                                                                                                                |                                                                                                                                                                                                                                                                                                     |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
| Located at 36 Commerce Way, Woburn, Massachusetts 01801                                                                                                         |                                                                                                                                                                                                                                                                                                     |   |
|                                                                                                                                                            | (Massachusetts Address of Corporation)                                                                                                                                                                                                                                                                   |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
| do hereby certify that these restatement of the articles of organization of the corporation was duly adopted at a meeting held on November 30, 1993 by vote of: |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            | 1,782,024 shares of common stock out of 2,277,318 shares outstanding                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            | Type class & series (if any)                                                                                                                                                                                                                                                                         |   |   |
| being at least two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby               |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
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|                                                                                                                                                            |                                                                                                                                                                                                                                                                                                     |   |   |
| C                                                                                                                                                               | 1 The name by which the corporation shall be known is: PHC, INC.                                                                                                                                                                                                                                         |   |   |
| P                                                                                                                                                               |                                                                                                                                                                                                                                                                                                     |   |   |
|            M                                                                                             | 2 The purposes for which the corporation is formed are as follows:                                                                                                                                                                                                                                       |   |   |
| RA                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                            | To manage, own, operate and maintain health care facilities and to carry on any business or other activity which may be lawfully carried on by a corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts, whether or not related to those referred to hereinabove. |   |   |

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than onearticlemay be continued on a single sheet so long as eacharticlerequiring each such addition is clearly indicated.

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3.     The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:

|           | WITHOUT PAR VALUE | WITH PAR VALUE                     |
|----------------|-------------------|------------------------------------|
| CLASS OF STOCK | NUMBER OF SHARES  | NUMBER OF SHARES    | PAR VALUE |
|                |                   |                                    |  |
| Preferred      | None              | 1,000,000                          | $.01 |
| Common Class A | None.             | 7,000,000                          | $.01 |
| Common Class B | None.             | 2,000,000                          | $.01 |
| Common Class C | None.             | 200,000                            | $.01 |

*4.     If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

See Continuation Sheets 4A-4H, attached hereto and incorporated herein by reference.

*5.      The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:

See Continuation Sheet 5A, attached hereto and incorporated Herein by reference.         

*6.     Other lawful provisions. if any, for the conduct and regulation of the business andaffairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation,orof its directors or stockholders, or of any class of stockholders:

See Continuation Sheet6A-6D, attached hereto and incorporated Herein by reference.

*If there are no such provisions, state "None",

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CONTINUATION SHEET 4A         Automatic Conversion

On the effective date of these Restated Articles ofOrganization, each issued share of the Corporation's existingcommon stock, par value $.01, outstanding as of said effective date (the "Existing Common Stock ") shall, without any action onthe part of the holders thereof, be        reclassified and convertedinto .395202 fully paid and nonassessable shares of Class BCommon Stock and .087823 fully paid and nonassessable shares of Class C Common Stock. There shall be no fractional shares issuedas a result of the conversion. Any fractional amount resultingfrom the conversion shall be rounded down to the nearest        wholenumber the Corporation shall not be required to make any cash payments to stockholders in respect of any fractional amounts.

No holder of any of the shares of stock of this Corporation,whether now or hereafter authorized or issued, shall be entitledas of right to purchase or subscribe for(1)any unissued stock of any class, or(2)any additional share of any class to beissued by reason of any increase of the authorized stock of theCorporation of any class, or (3) bonds, certificates ofindebtedness, debentures or other securities convertible intostock of the Corporation or carrying any right to        purchase stockof any class of the Corporation.

Preferred Stock

     The Board of Directors is authorized, subject to limitationsprescribed by law and these Restated Articles of Organization, todivide the Preferred Stock into one or more classes or series,and to determine for each such class or series, the        preferences,voting powers, qualifications, and special or relative rights and privileges of any such class or series stated and expressed inthe resolution or resolutions adopted by the Board of Directorsproviding for the issuance of such class or series and as may bepermitted by the Massachusetts BusinessCorporation Law.

Common Stock

          Subject to all the rights which may be granted to holders ofthe Preferred Stock and except as otherwise required byapplicable law, a description of the preferences, voting powers,qualifications, and special or        relative rights and privileges ofthe Class A Common Stock, the Class B Common Stock and the Class C Common Stock are as follows:

     A.     Designation.     There shall be three classes of CommonStock, one designated"Class A Common Stock", one designated"Class B Common        Stock"and one designated "ClassC Common Stock".Such classes shall be referred to collectively hereinafter as the"Common Stock.".

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CONTINUATION SHEET 4B

B.     Voting Rights and Powers.

(i) Except as provided in subparts (ii) through (iv)of this Part B, with respect to all matters upon whichstockholders are entitled to vote, the holders of record of theoutstanding shares of Class A Common Stock shall be entitled toone        vote per share of Class A Common Stock, and the holders ofrecord of the outstanding shares of Class B Common Stock shall beentitled to five votes per share of Class B Common Stock. Exceptas otherwise required by applicable law, the Class C Common Stockshall have no voting rights. Except as otherwise required byapplicable law or any other provision of these Restated ArticlesofOrganization, holders of Class A Common Stock and Class BCommon Stock shall vote together as a single class on all matterssubmitted to the stockholders for a vote.

(ii) In the election and removal of directors, the holders of Class A Common Stock shall be entitled, voting as aclass, to elect and remove two directors of the Corporation, witheach share of Class A Common Stock entitling the holder thereofto one        vote.

(iii) The holders of Class B Common Stock shall beentitled, voting as a class, to elect and remove the remainingdirectors of the Corporation, with each share of Class B Common Stock entitling the holder thereof to one vote.

(iv) In the event of the death, removal or resignationof a director elected by the holders of Class B Common Stock, thevacancy so created may be filled by vote of a majority of theremaining directors elected by holders of Class B Common        Stock,or, if no such directors remain in office, by the holders ofClass B Common Stock voting as a separate class. In the event of the death, removal or resignation of a directorelected by theholders of Class A Common Stock, the vacancy so created may befilled by the remaining director elected by        holders of Class ACommon Stock, or, if no such director remains in office, by theholders of Class A Common Stock voting as a separate class.

C.     Dividends.When, as, and if dividends are declared bythe Corporation's Board of Directors on the Common Stock, whetherpayable in cash,        in property, or in securities of theCorporation, the holders of Common Stock shall be entitled toshare equally in and to receive, in accordance with the number ofshares of Common Stock held by each such holder, all suchdividends, except that if dividends are declared that are payablein Common Stock,        such stock dividends shall be payable at thesame rate on each class of Common Stock and shall be payable onlyin shares of Class A Common Stock to holders of Class A CommonStock, only in shares of Class B Common Stock to holders of ClassB Common Stock and only in shares of Class C Common Stock toholders of class C Common Stock.

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CONTINUATION SHEET 4C

     D.     Distribution of Assets Upon Liquidation.In the eventthe Corporation shall be liquidated, dissolved or wound up,whether voluntarily or        involuntarily, after there shall have beenpaid or set aside for the holders of all shares of the PreferredStock then outstanding the full preferential amounts to whichthey may be entitled, if any, under the resolutions authorizingthe issuance of such Preferred Stock, the net assets of theCorporation        remaining thereafter shall be distributed equally toeach share of Class A Common Stock, Class B Common Stock andClass C Common Stock.

E.     Conversion of Class B Common Stock.

(a)Automatic Conversion.Each share of Class BCommon Stock shall convert automatically into one fully paid andnon-assessable share of Class A Common Stock (i) upon its sale,gift or other        transfer to a person other than an Affiliate (assuch term is defined below) of the initial holder thereof or (ii)if transferred to an Affiliate, upon its sale, gift or othertransfer by such Affiliate transferee of the initial holder.Each of the foregoing automatic conversion events shall bereferred        to hereinafter as an "Event of Automatic Conversion,"

For purposes of this Paragraph E, the term "Affiliate" shallmean (w) any individual or entity who or that, directly orindirectly, controls or is controlled by, or is under commoncontrol with, the initial holder of such share, (x) anycorporation or organization (other than the Corporation or amajority-owned subsidiary of the Corporation) of which theinitial holder of such share is an officer, director or partneror is, directly or indirectly, the beneficial owner of 10% ormore of any class of voting securities, or in which the        initialholder of such share has a substantial beneficial interest, (y)any trust or other estate in which an initial holder of suchshare has a substantial beneficial interest or as to which the initial holder of such share serves as trustee or in a similarfiduciary capacity, or (z) any relative or spouse of the initialholder of such share or any relative of such spouse, who has thesame home as the initial holder of such share or who is a director or an officer of the Corporation or any of its parentsor majority-owned subsidiaries.

(b)Automatic Conversion Procedure.Promptly upon theoccurrence of an Event of Automaticconversion such that shares of Class B Common Stock are converted automatically into Class ACommon        Stock, the holder of such shares shall surrender the certificate or certificates therefore, duly endorsed in blank oraccompanied by proper instruments of transfer, at the office ofthe Corporation, or of any transfer agent for the Class B CommonStock, and shall give written notice to the Corporation, at suchoffice:, (i) stating that the        shares are being converted pursuantto an Event of Automatic Conversion into Class A Common Stock asprovided in Paragraph E(a} of this Article Four, (ii) specifyingthe Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating thetransferor's intent to effect an Event of Automatic        Conversion)I(iii) identifying the number of shares of Class B Common Stock being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Common Stock shall be issued and shall include instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Common Stock shall obligate the        Corporation to issue such Class A Common Stock. Thereupon the Corporation or its transfer agentshall promptly issue and deliver at such stated address to suchholder or to the transferee of Class B Common Stock a certificate or certificates for the number of shares of Class A Common Stock to which such holder or transferee is entitled registered in the name of such holder, the designee of such holder or        transferee as specified in such notice.

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CONTINUATION SHEET 4D

To the extent permitted by law, conversion pursuant to an Event of Automatic Conversion shall bedeemed to have been effected as of the date on which the Event of Automatic Conversion occurred (such time being the("Conversion Time"). Theperson entitled to receive the shares of Class A Common Stockissuable upon such conversion shall be treated for all purposes as the record holder of such Class A Common Stock at and as of the Conversion Time, and the right of such person as a holder of shares of Class B Common Stock shall cease and terminate at and as of the Conversion Time, in each case without regard to anyfailure        by the holder to deliver the certificates or the notice required by this subparagraph (d).

(c)voluntary Conversion.Each share of Class B Common Stock shall be convertible, at the option of its holder, into one fully paid and non-assessable share of Class A Common Stock at any time.

(d)Voluntary Conversion Procedure.At the time of a voluntary conversion, the holder of shares of Class B Common Stock shall deliver to the office of the Corporation or anytransfer agent for the Class B Common Stock (i) the certificate or certificates representing the        Class B Common Stock to beconverted, duly endorsed in blank or accompanied by proper instruments of transfer, and (ii) written notice to theCorporation stating that such holder elects to convert such shareor shares and stating the name and address in which each certificate for Class A Common Stock issued upon such conversion is to be issued. Conversion shall be deemed to        have been effected at the close of business on the date when such deliveryis made to the Corporation of the Class B Common Stock to be converted, and the person exercising such voluntary conversionshall be deemed to be the holder of record of the number ofshares of Class A Common Stock issuable upon such conversion at such time. The Corporation shall promptly deliver        certificates evidencing the appropriate number of shares of Class A CommonStock to such person.

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CONTINUATION SHEET 4E

(e)Unconverted Shares; Notice Required.In the event of the conversion of less than all of the shares of Class B Common Stock evidenced by a certificate surrendered to theCorporation in accordance with the procedures of this ParagraphE, the Corporation shall execute and deliver to or upon thewritten order of the holder of such certificate, without chargeto such holder, a new certificate evidencing the number of sharesof Class B Common Stock not converted. Shares of Class B Common Stock shall not betransferred on the books of the        Corporationunless the Corporation shall have received from the holderthereof the written notice described herein.

(f)Reissue of Shares.Shares of Class B Common Stock that are converted into Class A Common Stock as provided herein shall be retired and cancelled and shall not be reissued.

(g)Reservation.The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued shares of Class A Common Stock, for the purpose of effecting conversions, such number of duly authorized shares of Class A Common Stock as shall from time to time be        sufficient to effect the conversion of all outstanding Class B Common Stock. The Corporation covenants that all the shares of Class A Common Stock so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to ensure that all such shares of Class A Common Stock may be so issued without violation of any applicable law or regulation, or        of any requirements of any national securities exchange upon which the shares of Class A Common Stock may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of shares of Class A Common Stock issued and issuable after such*action*upon conversion of the Class B Common Stock would exceed. the total number of shares of Class A Common        Stock then authorized by the Corporation's Restated Articles of Organization.

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CONTINUATION SHEET 4F

 

F.     Conversion of Class C Common Stock.

(a)Automatic Conversion.Each share of Class C Common Stock shall convert automatically, without any action onthe part of the holders thereof, into the number of shares of fully paid and nonassessable shares of Class B Common Stockdescribed        in part (b) of this Paragraph F upon the satisfactionof the conditions set forth in part (b) of this Paragraph F. Each of the events of automatic conversion described in said part(b) shall be hereinafter referred to as a "Class C ConversionEvent". Any shares of Class C Common Stock not so convertedprior to the 90th day following the end        of the Corporation'sfiscal year ended June 30, 1997 shall be retired and cancelledwithout any action on the part of the shareholders and shall notbe reissued.

(b)Events of Automatic Conversion.Shares of Class C Common Stock shall be automatically converted into shares of Class B Common Stock as follows:

                         (i) If the Corporation's net profit after taxes(but before any charge is taken with respect to the conversion ofthe Class C Common Stock) for the fiscal year ended June 30, 1994 as        set forth in the Corporation's audited financial statements,is $1.0 million or more, each share of the Class C Common stockshall be converted on the 90th day following the end of the June30, 1994 fiscal year into 0.5 shares of Class B Common Stock and0.5 shares of Class C CommonStockif the Corporation's netprofit after taxes (but before any charge is taken with respectto the conversion of the Class C Common Stock) for the fiscalyear ended June 30, 1994 is less than $1.0 million, no conversionof the shares of Class C Common Stock will be effected in 1994.

(ii) If the Corporation's net profit after taxes(but before any charge is taken with respect to the conversion ofthe Class C Common Stock) as set forth in the Corporation's audited financial statements for thefiscal year ended June 30,1995 is $2.0        million or more, or for the fiscal year ended June30, 1996 is $3.0 million or more, or for the fiscal year endedJune 30, 1997 is $4.0 million or more, any shares of Class CCommon Stock which have not theretofore been converted intoshares of Class B Common Stock will be converted automaticallyinto an        equivalent number of shares of Class B Common Stock on the 90th day following the end of the fiscal year in which thetargets described above are first achieved.

(iii) Notwithstanding the foregoing provisions ofthis part (b), each share of Class C Common Stock shallautomatically be converted into one share of Class B Common Stockon December 31, 1994 if the Corporation's Registration Statementon Form SB-2        is not declared effective by the U.S. Securities andExchange Commission on or prior to that date.

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CONTINUATION SHEET 4G

(c)Automatic Conversion Procedure.Promptly upon theoccurrence of a Class C ConversionEvent such thatshares of Class C Common Stock are converted automatically, whether inwhole or in part, intoClass B Common Stock, the Corporationshall provide written notice of such Class C Conversion Event tothe holders of record of the Class C Common Stock as of the date of the class C Conversion Event, requesting such holders tosurrender the certificate or certificates therefore, duly        endorsedin blank or accompanied by proper instruments of transfer, at theoffice of the corporation, or of any transfer agent for the class C Common Stock. The written notice of theCorporation shall:(i) state that the shares are being converted pursuant to a Class C Conversion Event into Class B Common Stock as provided inParagraph F(b) of this Article Four and (ii) identify the numberof shares of class C Common Stock being converted. The holders of the shares of Class C Common Stock shall be required to give written notice to the Corporation setting out the name or names(with addresses) and denominations in which the certificate or certificates for Class B Common Stock and, if applicable, Class C        Common Stock shall be issued and shall include instructions fordelivery thereof. Delivery of such notice together with thecertificates representing the class C Common Stock shall obligatethe Corporation to issue certificates representing such Class BCommon Stock. Thereupon the Corporation or its transfer agentshall promptly issue and deliver at such stated address to suchholder or to the transferee of Class C Common Stock a certificate or certificates for the number of shares ofClass B Common Stock to which such holder or transferee is entitled registered in the name of such holder, thedesignee of such holder or transferee as specified in such        notice.

To the extent permitted by law, conversion pursuant to an Event of Automatic Conversion shall bedeemed to have been effected as of the date on which the Class C Conversion Event occurred (such time beingthe "Conversion Time"). The person entitled to receive the shares of Class B        Common Stock issuableuponsuch conversion shall be treated for all purposes as therecord holder of such Class B Common Stock at and as of the Conversion Time, and the right of such person as a holder of shares of Class C Common Stock shall cease and terminate at and as of the Conversion Time, in each case without regard to anyfailure by        the holder to deliver the certificates or the noticerequired by this subparagraph (c).

(d)Reissue of Shares.Shares of Class C Common Stock that are converted into Class B Common Stock as provided herein shall be retired and cancelled and shall not be reissued.

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CONTINUATION SHEET 4H

(e)Reservation.The Corporation hereby reserves and shall at all times reserve and keep available, out of itsauthorized and unissued shares of Class B Common Stock, for thepurpose of effecting        conversions, such number of duly authorizedshares of Class B Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Class CCommon Stock. The Corporation covenants that all the shares of Class B Common Stock so issuable shall, when so issued, be dulyand validly issued, fully paid and non-assessable, and free fromliens and charges with respect to the issue. The Corporationwill take all such action as may be necessary to ensure that all such shares of Class B Common Stock may be so issued without violation of any applicable law or regulation, or of anyrequirements of any national securities exchange upon which theshares of Class B Common Stock may be        listed. The Corporationwill not take any action that results in any adjustment of theconversion ratio if the' total number of shares ofClass B Common Stock issued and issuable after such action upon conversion of the Class C Common Stock would exceed the total number of shares of Class B Common Stock then authorized by the Corporation's Restated Articles of        Organization.

G.Other Rights.Except as otherwise required by the Massachusetts Business Corporation Law or as otherwise provided in these Restated Articles of Organization, each share of Class A Common Stock, each share of Class B Common Stock and each share of Class C Common Stock shall have identical powers,        preferences, rights and privileges.

H.Issuance of the Common Stock and the Preferred Stock.The Board of Directors of the Corporation may from time to timeauthorize by resolution the issuance of any or all shares of theCommon Stock and the Preferred Stock herein        authorized in accordance with the terms and conditions set forth in theseRestated Articles of Organization for such purposes, in suchamounts, to such persons, corporations, or entities, for suchconsideration, and in the case of the Preferred Stock, in one ormore series or classes, all as the Board of Directors in itsdiscretion may determine and without any vote or other action bythe stockholders, except as otherwise required by law.

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CONTINUATION SHEET5A

Restriction on Transfer of Shares

The shares of Class B Common Stock and Class C Common Stock shall not be transferable for a period of nine months following the effective date of the Corporation's registration statement onForm8B-2(File No. 33-71418) (the"Registration Statement")        filed under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission on November 9, 1993, or until December 31, 1994, whichever first occurs. In the event theRegistration Statement is not declared effective by the U.S.Securities and Exchange Commission by December 31, 1994, theforegoing transfer restrictions shall terminate and be of nofurther force or effect.

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CONTINUATION SHEET 6A

Number of Directors

The Corporation shall have a board of directors numbering not less than five, of which two shall be elected by the holders of Class A Common Stock voting as a class and the remainder shall be elected by the holders of Class B Common Stock voting as a class. Subject to the foregoing, the number of directors may from time to time be increased or decreased as prescribed by the        By-laws.

By-Laws

The board of directors is authorized to make, amend orrepeal the By-laws of the Corporation in whole or in part, exceptwith respect to any provision thereof which by law, by these Restated Articles of Organization, or by the By-laws requires action by the stockholders.

Place of Meetings of the Stockholders

Meetings of the stockholders may be held anywhere in the United States.

Partnership

The Corporation may be a partner in any business enterprisewhich the Corporation would have power to conduct by itself.

Indemnification of Directors, Officers and Others

The Corporation shall indemnify each person who is or was a director, officer, employee or other agent of the Corporation,each person who is or was serving at the request of theCorporation as a director, trustee, officer, employee or otheragent of another organization in        which it directly or indirectlyowns shares or ofwhich it is directly or indirectly a creditorand each person who is or was serving at the request of theCorporation in any capacity with respect to any employee benefitplan against all liabilities, costs and expenses, including butnot limited to amounts paid in satisfaction of judgments, insettlement or as fines and penalties, and counsel fees anddisbursements, reasonably incurred by him in connection with thedefense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whethercivil,        criminal,administrative or investigative, before anycourt or administrative or legislative or investigative body, inwhich he may be or may have been involved as a party or otherwiseor with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been sucha director, officer, employee, agent or trustee, or having servedin any capacity with respect to any employee benefit plan, or by reason of any actiontaken or not taken in any such capacity,except with respect to any matter as to which he shall have beenfinally adjudicated by a court of competent

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CONTINUATION SHEET 6B

jurisdiction not to have acted in good faith in the reasonable belief that his actionwas in the best interest of the Corporation, or to the extentthat such matter relates to service with respect to an employeebenefit plan, in the best interests of the participants orbeneficiaries of such employee benefit plan. Expenses, includingbut not limited tocounsel fees and disbursements, so incurred byany such person in defendingany such action, suit or proceedingmay be paid from time to time by the corporation in advance ofthe final disposition of such action, suit or proceeding uponreceipt of an undertaking by or on behalf of the personindemnified to repay the amounts so paid if it shall ultimatelybe determined that indemnification of such expenses is notauthorized hereunder, which undertaking may be accepted withoutreference to the financial ability of such person to make repayment.

As to any matter disposed of by settlement by any suchperson, pursuant to a consent decree or otherwise, no suchindemnification either for the amount of such settlement or forany other expenses shall be provided unless such settlement shallbe        approved as in the best interests of the Corporation, afternotice that it involves suchindemnification, (a) by a vote of amajority of the disinterested directors then in office (eventhough the disinterested directors be less than quorum), or (b)by any disinterested person or persons to whom the        question maybe referred by vote of a majority of such disinteresteddirectors, or (c) by vote of the holders of a majority of theoutstanding stock at the time entitled to votefor directors,voting as a single class, exclusive of any stock owned by anyinterested        persons, or (d) by an disinterested person or personsto whom the question may be referred by vote of the holders of amajority of such stock. No such approval shall prevent therecovery from any such officer, director, employee, agent ortrustee or any such person serving in any capacity with respectto        any employee benefit plan of any amounts paid to him or on hisbehalf as indemnification in accordance with the precedingsentence if such person is subsequently adjudicated by a court ofcompetent jurisdiction not to have acted in good faith in thereasonable belief that his action was in the best interests ofthe Corporation or, to the extent that such matter relates toservice with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employeebenefit plan.

The right of indemnification hereby provided shall not beexclusive of or affect any other rights to which any director,officer, employee, agent, or trustee or any such person servingin any capacity with respect to any employee benefit plan may beentitled or which may lawfully be granted to him. Asusedherein, the terms "director," "officer," "employee," "agent" and"trustee" include their respective executors, administrators andother legal representatives, and "interested" person is oneagainst whom the action,        suit or other proceeding in question oranother action, suit or other proceeding on the same or similargrounds is then or had been pending or threatened, and a"disinterested" person is a person against whom no such action,suit or other proceeding is then or had been pending or threatened.

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CONTINUATION SHEET 6C

By action of the board of directors, notwithstanding anyinterest of the directors in such action, the Corporation maypurchase and maintain insurance, in such amounts as the board ofdirectors may from time to time deem appropriate, on behalf        ofany person who is or was a director, officer, employee or otheragent of the Corporation, or is or was serving at the request ofthe Corporation as a director, trustee, officer, employee orother agent of another organization or with respect to anyemployee benefit plan, in which it directly or        indirectly ownsshares or of which it is directly or indirectly a creditor,against any liability incurred by him in any such capacity, orarising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability.

**Intercompany Transactions**

No contract or transaction between the Corporation and oneor more of its directors orofficers, or between the Corporationand any other organization of which one or more of its directorsor officers are        directors, trustees or officers, or in which anyof them has any financial or other interest, shall be void oravoidable, or in any way affected, solely for this reason, orsolely because the director or officer is present at orparticipates in the meeting of the board of directors orcommittee thereof        which authorizes, approves or ratifies thecontract or transaction, or solely because his or their votes arecounted for such purposes, if:

(a)     the material facts as to his relationship or interestand as to the contract or transaction are disclosed or are known to the board of directors or the committeewhich authorizes, approves or ratifies the contract ortransaction, and the board or committee in good faithauthorizes, approves or ratifies the contract ortransaction by the affirmative vote of a majority ofthe disinterested directors, even though the disinterested directors be less than a quorum; or

(b)     the material facts as to his relationship or interestand as to the contractortransaction are disclosed orare known to the stockholders entitled to vote thereon, and the contract or transaction is        specificallyauthorized, approved or ratified in good faith by vote of the stockholders or

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CONTINUATION SHEET 6D

c)     the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the board of directors or ofa committee thereof which authorizes, approves or ratifies the contract or transaction. No director or officer of theCorporation shall be liable or accountable to the Corporation        orto any of its stockholders orcreditors or to any other person, either for any loss to the Corporation or to any other person orfor any gains or profits realized by such director or officer, byreason of any contract or transaction as to which clauses (a),(b) or (c) above are applicable.

**Limitations on Director Liability**

No director of the Corporation shall be liable to theCorporation or its stockholders for monetary damages for breachof fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve        intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or (iv) for any transaction in which the director derived an improper personal benefit. No amendment to or repeal of any provision of thisparagraph, directly or by adoption of an inconsistent provisionof these Restated Articles of Organization, shall apply        to or have any effect on any liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

33

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**THE COMMONWEALTH OF MASSACHUSETTS** 

**RESTATED ARTICLES OF ORGANIZATION**(General Laws, Chapter156B, Section74)

 

I hereby approve the within restated articles of organization and, the filing fee in the amount of $6,700having been paid, said articles are deemed to have been filed with me this 17th day of December, 1993

|   | /s/ Michael Joseph Connolly                                                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | MICHAEL JOSEPH CONNOLLY                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                      |
|   |                                     Secretary ofState |

TO BE FILLED IN BY CORPORATION

PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT

| TO:    | Roslyn G. Daum                                    |
|--------|---------------------------------------------------|
|   | Choate, Hall & Stewart                        |
|   | Exchange Place, 53 State Street, Boston, MA 02109 |
|   | Telephone (617) 227-5020                          |
|   |                                              |

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| *We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles3and4 and 5 and 6 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                 |

(*If there are no such amendments. state "None".)

Briefly describe amendments in space below:

Article3:      Amended to authorize creation of Preferred Stock as well as Class A Common Stock, Class B Common Stock and Class C Common Stock.

Article4:     Provisions added describing the newly authorized classes of stock, along with the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof.

 Article 5:     Provisions restricting the transfer of shares of the Class B Common Stock and the Class C Common Stock.

        Article 6:     Amended to increase number of directors and manner of election.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 30th day of November in the year 1993.         

/s/ Bruce A. Shear,President        /s/ Katherine A. Flaherty, Assistant Clerk****

35

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**THE COMMONWEALTH OF MASSACHUSETTS**

 

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE        MICHAEL JOSEPH CONNOLLY, Secretary        ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

|   |   | **ARTICLES OF AMENDMENT**              | **FEDERAL IDENTIFICATION** |
|--------|--------|----------------------------------------|----------------------------|
|   |   | General Laws, Chapter 156B, Section 72 | **NO. 04-2601571**         |

We, Bruce A, Shear,President, and

       Katherine A. Flaherty,Assistant Clerk of

|   | PHC, INC.                                                                                           |   |
|--------|-----------------------------------------------------------------------------------------------------|--------|
|   | (EXACT Name of Corporation)                                                                         |   |
|   |                                                                                                |   |
|   | Located at36 Commerce Way, Woburn, Massachusetts 01801                                              |   |
|   | (Massachusetts Address of Corporation)                                                              |   |
|   |                                                                                                |   |
|   | do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:3                    |   |
|   | (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)                                 |   |
|   |                                                                                                |   |
|   | Of the Articles of Organization were duly adopted at a meeting held on January 13, 1994 by vote of: |   |
|   |                                                                                                |   |
|   | 704,260shares ofCommon Stockout of 1,131,000 shares outstanding                                     |   |
|   | Type class & series (if any)                                                                    |   |

| CROSS OUT INAPPLICABLE CLAUSE | XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

being at leasta majorityeach type, class or series outstanding and entitled to vote thereon |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

| C  | 1     For amendments adopted pursuant to Chapter 156B, Section 70 |
|----|--------------------------------------------------------------------------------------------|
| P  | 2     For amendments adopted pursuant to Chapter 156B, Section 71 |
| M  |                                                                                       |
| RA |                                                                                       |

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

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"

To**CHANGE** the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

| WITHOUT PAR VALUE STOCKS |             | WITH PAR VALUE STOCKS |
|--------------------------|------------------|-----------------------|
| TYPE                     | NUMBER OF SHARES |                  | TYPE | NUMBER OF SHARES | PAR VALUE |
| COMMON:                  |             |                  | COMMON:Class A | 7,000,000 | $ .01 |
|                     |             |                  | Class B | 2,000,000 | $ .01 |
|                     |             |                  | Class C | 200,000 | $ .01 |
| PREFERRED                |             |                  | PREFERRED | 1,000,000 | $ .01 |
|                     |             |                  |   |   |   |
|                     |             |                  |   |   |   |

CHANGE the total authorized to:

| WITHOUT PAR VALUE STOCKS |             | WITH PAR VALUE STOCKS |
|--------------------------|------------------|-----------------------|
| TYPE                     | NUMBER OF SHARES |                  | TYPE | NUMBER OF SHARES | PAR VALUE |
| COMMON:                  |             |                  | COMMON:Class A | 10,000,000 | $ .01 |
|                     |             |                  | Class B | 2,000,000 | $ .01 |
|                     |             |                  | Class C | 200,000 | $ .01 |
| PREFERRED                |             |                  | PREFERRED | 1,000,000 | $ .01 |
|                     |             |                  |   |   |   |
|                     |             |                  |   |   |   |

37

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**THE COMMONWEALTH OF MASSACHUSETTS**

William Francis GalvinSECRETARY OFTHE COMMONWEALTHONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512

**ARTICLES OF AMENDMENT**

General Laws, Chapter 156B, Section 72

| We,    | Bruce A, Shear, President, and     |
|--------|------------------------------------|
|   | Paula C. Wurts, Assistant Clerk of |
|   | PHC, INC.                          |
|   | (Exact Name of Corporation)        |

|   | Located at   200 Lake Street, Suite 102, Peabody, MA 01960                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                    (Street address of corporation in Massachusetts)                                                                         |
|   |                                                                                                                                                                                                                                       |
|   | certify that these Articles Of Amendment affecting articles numbered:   3                                                                                                                                                   |
|   | (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                       |
|   | of the Articles of Organization were duly adopted at a meeting held on December 31, 1996 by vote of:                                                                                                                                       |
|   |                                                                                                                                                                                                                                       |
|   | 2,165,526 shares of Class A Common Stock in favor out of 2,483,522 shares outstanding                                                                                                                                                      |
|   | (Type class & series, if any)                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                       |
|   | 742,218 shares of Class B Common Stock in favor out of 800,628* shares outstanding                                                                                                                                                         |
|   | (Type class & series, if any)                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                       |
|   | ** being at least a majority of each type, class or series outstanding and entitled to vote thereon                                                                                                                                        |
|   |                                                                                                                                                                                                                                       |
|   | *The Class A and Class B Common Shares vote together as a single class upon all matters except the election of directors; each Class A share is entitled to one vote per share and each Class B share is entitled to five votes per share. |

Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8-1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition isclearly        indicated.

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To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

| **WITHOUT PAR VALUE STOCKS** | **WITH PAR VALUE STOCKS** |
|------------------------------|---------------------------|
| TYPE                         | NUMBER OF SHARES          |   | TYPE | NUMBER OF SHARES | PAR VALUE |
|                         |                      |   |   |   |   |
| COMMON:                      |                      |   | COMMON:Class A | 10,000,000 | $ .01 |
|                         |                      |   | Class B | 2,000,000 | $ .01 |
|                         |                      |   | Class C | 200,000 | $ .01 |
| PREFERRED                    |                      |   | PREFERRED | 1,000,000 | $ .01 |
|                         |                      |   |   |   |   |
|                         |                      |   |   |   |   |

Change the total authorized to:

| **WITHOUT PAR VALUE STOCKS** | **WITH PAR VALUE STOCKS** |
|------------------------------|---------------------------|
| TYPE                         | NUMBER OF SHARES          |   | TYPE | NUMBER OF SHARES | PAR VALUE |
| COMMON:                      |                      |   | COMMON:Class A | 20,000,000 | $ .01 |
|                         |                      |   | Class B | 2,000,000 | $ .01 |
|                         |                      |   | Class C | 200,000 | $ .01 |
| REFERRED                     |                      |   | REFERRED | 1,000,000 | $ .01 |
|                         |                      |   |   |   |   |
|                         |                      |   |   |   |   |

39

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**THE COMMONWEALTH OF MASSACHUSETTS**

William Francis GalvinSECRETARY OFTHE COMMONWEALTHONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

**ARTICLES OF AMENDMENT**

(General Laws, Chapter 156D, Section10.06, 950 CMR 113.33)

|   | Exact Name of Corporation:   PHC, INC.                                                                                                                             |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                              |
|   | Registered office address:   200 Lake Street, Suite 102, Peabody, MA 01960                                                                                         |
|   |                                                                                                                                                                              |
|   | The articles of amendment affects articles   III                                                                                                                   |
|   | (Specify the number(s) of article(s) being amended I-VI)                                                                                                                          |
|   |                                                                                                                                                                              |
|   | Adopted and approved on:December 21, 2004by                                                                                                                                       |
|   |                                                                                                                                                                              |
|   |                                                                                                                                                                              |
|   |           The incorporators                                                                                                     |
|   |                                                                                                                                                                              |
|   |           The board of directors without shareholder approval and shareholder approval was not required.                        |
|   |                                                                                                                                                                              |
| X      |            The board of directors and the shareholders in the manner required by law and the articles of organization |

State the article number and the text of the amendment. If the amendment authorized an exchange, or effects a reclassification or cancellation of issued shares, state the provisions for implementing the action unless contained in the test of the amendment.         

**ARTICLE III**         

State the total number of shares and par value, * if any, of each class of stock than the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it isn't necessary to specify any particular designation.

|                      
**WITHOUT PAR VALUE** |                      
**WITH PAR VALUE** |
|--------------------------------------------------|-----------------------------------------------|
|  

**TYPE**                                 | **NUMBER OF SHARES**                          |  

**TYPE** |  

**NUMBER OF SHARES** |  

**PAR VALUE** |
|                                             |                                          |   |   |   |
| None                                             |                                          | Common | Class A:  30,000,000 | $.01 |
| None                                             |                                          |   | Class B:    2,000,000 | $.01 |
| None                                             |                                          |   | Class C:      200,000 | $.01 |
| None                                             |                                          | Preferred |                 1,000,000 | $.01 |

40

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To change the number of shares and the par value (if any) of any type or to designate a class or series of stock or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

The total presently authorized is

     

| **WITHOUT PAR VALUE** | **WITH PAR VALUE**   |
|-----------------------|----------------------|
| **TYPE**              | **NUMBER OF SHARES** | **TYPE** | **NUMBER OF SHARES** | **PAR VALUE** |
|                  |                 |   |   |   |
| None                  |                 | Common | Class A: 20,000,000 | $.01 |
| None                  |                 |   | Class B: 2,000,000 | $.01 |
| None                  |                 |   | Class C: 200,000 | $.01 |
| None                  |                 | Preferred | 1,000,000 | $.01 |

Change the total authorized to:

| **WITHOUT PAR VALUE** | **WITH PAR VALUE**   |
|-----------------------|----------------------|
| **TYPE**              | **NUMBER OF SHARES** | **TYPE** | **NUMBER OF SHARES** | **PAR VALUE** |
|                  |                 |   |   |   |
| None                  |                 | Common | Class A: 30,000,000 | $.01 |
| None                  |                 |   | Class B: 2,000,000 | $.01 |
| None                  |                 |   | Class C: 200,000 | $.01 |
| None                  |                 | Preferred | 1,000,000 | $.01 |

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter156B, Section 6 unless these articles specify in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on        such later date.

Later effective date:_________________________

41

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|   | Signed by /s/ Paula C. Wurts, Assistant Clerk                       |
|--------|---------------------------------------------------------------------|
|   | (Please check appropriate box)_                                     |
|   |                                                                |
|   |        Chairman of the Board     |
|   |        President                 |
| X      |        Other Officer             |
|   |        Court-appointed fiduciary |
|   |                      
On this 7th day of January, 2005         |
|   |                                                                |   |

42

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**THE COMMONWEALTH OF MASSACHUSETTS**

William Francis Galvin        Secretary of the Commonwealth        One Ashburton Place, Boston, Massachusetts 02108-1512         

**ARTICLES OF****AMENDMENT**

(General Laws, Chapter 156D, Section10.06)

I herebycertify upon examination of these Articles of Amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $10,000 having been paid, said articles are deemed to have been filed with me this 27th day of January, 2005 at 1:48a.m./p.m.

Effective date ___________________________

/s/ William Francis Galvin        Secretary of the Commonwealth         

Filing fee: Minimum filing fee $100.00 per article amended, stock increases $100 per 100,000 shares plus $100 for each additional 100,000 shares or any fraction thereof.         

**TO BE FILLED IN BY CORPORATION**

Contact Information                  

PHC, Inc.        200 Lake Street, Suite 102        Peabody, MA 01960                 Telephone 978-536-2777        Email: info@phc-inc.com                          A copy of this filing will be available on-line at www.sec.state.ma.us/cor once the document is filed.

43