EXHIBIT
10.1

     

    SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     

    This
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), effective as
of January 1, 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 agreed upon new terms of Compensation under
Sections 3(a) and 3(b)(iv) of the Employment Agreement; and

    


    WHEREAS,
the parties hereto desire to further amend the Employment Agreement, as set
forth below.

    


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

    


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

      

    3.           Compensation
and Other Benefits.

      

    
      
        	
                
                

              	
                (a) 

              	
                For
      her services during the Employment Term, the Company shall pay Executive a
      salary (“Salary”) at the annual rate of $200,000.  All Salary
      payments shall be payable in such installments as the Company regularly
      pays its executive officers, but not less frequently than
      semi-monthly.

              


      

    

       


    2.           Section
3(b)(iv) of the Employment Agreement is amended as follows:

    


    
      
        	
                
                

              	
                (iv)

              	
                A
      company automobile, provided, that the total costs for the automobile
      including lease payments, insurance, maintenance and any other costs and
      expenses relating to the automobile shall not exceed $1,400 per
      month.

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.           Miscellaneous
Provisions.

       


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

    

     

    b)           Entire
Agreement. The
Employment Agreement, as amended by the First Amendment and this Second
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 Second 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 Second Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Second 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 Second Amendment.

     

    e)           Counterparts.  This
Second 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 Second Amendment by facsimile shall be effective as delivery of a
mutually executed counterpart to this Second Amendment.

    


     

    [SIGNATURES
ON FOLLOWING PAGE]

    


    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Second 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

              	 


      

    

     

     

    
      
         

      

      
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