EXHIBIT
10.2

     

    THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT

     

    This
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”), effective as
of February 23, 2009, is by and between Pharma-Bio Serv, Inc. (PBSV), a Delaware
corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its
principal office at 373 Mendez Vigo, Suite 110, Dorado, Puerto Rico, 00646 (the
“Company”), and Elizabeth Plaza, residing at 363 Dorado Beach East, Dorado,
Puerto Rico, 00646-2096 (“Executive”).

     

    WHEREAS,
the Company and Executive have entered into that certain Employment Agreement,
dated as of January 2, 2008, as such Employment Agreement may be amended,
restated or otherwise modified from time to time (the “Employment
Agreement”).  Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Employment Agreement;
and

     

    WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of June 9, 2008, extending the term of the Employment
Agreement to January 1, 2010 (the “First Amendment”); and

     

    WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of March 11, 2009, amending certain provisions of the
Employment Agreement (the “Second Amendment”); and

     

    WHEREAS,
given the current global and local economic and industry forecasts for 2009, the
Company is implementing various cost containment strategies to mitigate the
current market downward volume trend, among others, adjust compensation packages
of its management team including the CEO’s voluntary salary
adjustment.

     

    In all
other respects the Employment Agreement dated January 13, 2007, shall remain in
full force and effect and unaltered.

     

    IN WITNESS WHEREOF, the
parties have executed this Agreement in Dorado, Puerto Rico, this 11 day
of March, 2009.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

     

    1.           Section
3(a) of the Employment Agreement is amended as follows:

     

    3.           Compensation
and Other Benefits.

     

    
      	
               
      

            	
              (a)  Effective
      February 23, 2009, the Executive has entered into a voluntary adjustment
      to her salary pay to zero.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Miscellaneous
Provisions.

     

    a)   No Other
Amendments.  Except as explicitly amended by the terms of the
First Amendment, Second Amendment and this Third Amendment, the terms of the
Employment Agreement shall remain in effect and are unchanged by this Third
Amendment.

     

    b)           Entire
Agreement.  The Employment Agreement, as amended by the First
Amendment, Second Amendment and this Third Amendment, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

     

    c)           Governing
Law.  This Third Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Puerto Rico, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Commonwealth of Puerto Rico or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the Commonwealth of Puerto
Rico.

     

    d)           Parties in
Interest.  This Third Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Third Amendment, express or implied, is intended to or
shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Third Amendment.

     

    e)           Counterparts.  This
Third Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Third Amendment by facsimile shall be effective as delivery of a mutually
executed counterpart to this Third Amendment.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Employment Agreement to be duly executed as of the day and year first above
written.

     

    
      
        	 	
                PHARMA-BIO
      SERV, INC.

              
	 	 
	 	
                By: 
      /s/ Kirk
      Michel

              
	 	
                Name:
      Kirk Michel

              
	 	
                Title:
      Chairman of Compensation Committee

              
	 	 
	 	
                Date:
      March 11, 2009

              
	 	 
	 	
                EXECUTIVE

              
	 	 
	 	
                /s/
      Elizabeth Plaza

              
	 	
                Elizabeth
      Plaza

              
	 	 
	 	
                Date:
      March 11, 2009