Exhibit 10.33

                   KIRBY EMPLOYMENT AND NON-COMPETE AGREEMENT


     The parties to this Employment  Agreement (this "Agreement") are PHC, Inc.,
a  Massachusetts  corporation  ("PHC,")  and its  subsidiary,  Pivotal  Research
Centers,  LLC, an Arizona limited  liability  company  ("Pivotal," and, together
with PHC, the "Company"), and Louis C. Kirby (the "Executive").

RECITALS:

A.   PHC is a  Massachusetts  corporation  engaged in the  business of providing
     behavioral health services and Clinical Research Services.

B.   PHC  currently   conducts  Clinical  Research  Services  through  operating
     divisions  and   subsidiaries   (including   but  not  limited  to  Pioneer
     Pharmaceutical Research, Inc. ("PPR"), a wholly owned subsidiary of PHC) at
     facilities located in Michigan, Nevada and Utah.

C.   Pivotal is a nationally  recognized  provider of Clinical Research Services
     to Pharmaceutical  Companies,  with clinical research facilities located in
     Peoria, Arizona and Mesa, Arizona.

D.   Executive has served as the CEO of Pivotal prior to its  acquisition by PHC
     on the date of this Agreement.

E.   Company  desires to have Executive  serve as the Chief Medical  Director of
     all of the Company's clinical research operations and activities (including
     but not limited to the activities  conducted by PHC, Pivotal and PPR), with
     Executive  reporting  directly to the CEO of the Business  (defined below),
     and Executive  desires to provide such services to the Company,  subject to
     the terms and conditions set forth below.

                                    AGREEMENT

     Now, therefore,  with reference to the foregoing recitals, all of which are
incorporated  herein  by  this  reference,  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

     1.   Employment, Term and Duties.

          1.1  Employment.  Pivotal  hereby  agrees to employ  Executive  as the
               Chief  Medical  Director  of  Pivotal  for the Term set  forth in
               Section 1.2. PHC hereby  agrees to employ  Executive as the Chief
               Medical  Officer of PHC  divisions,  subsidiaries  or  affiliates
               engaged in the Clinical  Research  Services business for the Term
               set forth in Section  1.2.  Executive  shall  perform  all duties
               incident to such offices and such other duties as are  reasonably
               assigned to  Executive by the CEO of the  Business,  the Board of
               Directors  of  Pivotal,  or the Board of  Directors  of PHC.  For
               purposes  hereof,  the "Business" means the business of providing
               Clinical  Research  Services  to  Pharmaceutical  Companies.  The
               parties  understand and acknowledge that PHC's current  corporate


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               structure as it relates to Clinical Research Services,  including
               the structure that will exist immediately Post-Closing,  may need
               to be modified over time to improve the operational efficiency of
               the  Business,  and all  parties  understand  and agree that such
               restructuring  shall in all cases be consistent with  Executive's
               role as the Chief Medical Director of the Business.

          1.2  Term.  The term of  Executive's  employment  under this Agreement
               shall  commence on the date of this  Agreement and shall continue
               through December 31, 2006, unless sooner  terminated  pursuant to
               Section 4 (the "Initial Term"). Thereafter,  this Agreement shall
               automatically   and  without   further   action  be  renewed  for
               successive  one-year  periods (each a "Renewal Term") on the same
               terms and conditions unless sooner terminated pursuant to Section
               4 hereof  or by either  party not less than 60 days  prior to the
               expiration  of the  Initial  Term or any  Renewal  Term.  As used
               herein, "Term" shall mean the Initial Term and any Renewal Term.

          1.3  Duties.  During the Term,  Executive shall report directly to the
               CEO of the  Business and perform the duties set forth in attached
               Exhibit A and such  reasonable  additional  duties related to the
               Business as may be  assigned  from time to time by the CEO of the
               Business.

          1.4  Best  Efforts.   Executive  shall  devote  his  best  efforts  in
               promoting the Company's interests,  and performing his duties and
               responsibilities. Executive shall devote his full working time to
               the  Business and the Company.  Executive's  services  under this
               Agreement  shall be performed  primarily  at the  Locations or at
               such other primary  office as  determined  mutually by the CEO of
               the  Business  and  Executive,   subject  to  reasonable   travel
               requirements  on  behalf  of the  Business  or the  Company.  The
               Company  hereby  acknowledges  and agrees that the Company has no
               right to review,  restrict or take any  ownership  interest in or
               receive any revenues from any activities  undertaken by Executive
               during  non-business  hours,  provided such activities shall not:
               (i) involve the  performance  or provision  of Clinical  Research
               Services;  (ii)  interfere  with  Executive's  performance of his
               duties under this Agreement; or (iii) violate applicable law.

          1.5  Defined  Terms.  Any  capitalized  terms not defined herein shall
               have the meaning set forth in that  certain  Membership  Interest
               Purchase  Agreement  (the  "Purchase   Agreement")  between  PHC,
               Pivotal,  Executive,  Carol  Colombo and Anthony  Bonacci of even
               date herewith.

     2.   Compensation.

          2.1  Base Salary.  During the Term, as  compensation  for the services
               rendered by Executive to the Company,  PHC and Pivotal  shall pay
               to  Executive  a single base salary at an annual rate of not less
               than  $200,000  (the "Base  Salary").  The Base  Salary  shall be
               payable in accordance with Pivotal's  regular  payroll  practices
               (but no less  frequently  than  monthly)  less  federal and state


                                   -- 124 --

               income tax  withholding,  other  deductions  required  by law and
               other  normal  deductions.  The Base  Salary  shall be subject to
               adjustment  from time to time (but to no less than  $200,000)  by
               the Board of Directors in its discretion.  The Board of Directors
               shall  review  Executive's  Base Salary no less  frequently  than
               annually to determine  whether or not to make any  adjustment  in
               light  of  the  duties,   responsibilities   and  performance  of
               Executive and the performance of the Company.

          2.2  Incentive  Compensation.  During  the  Term,  Executive  shall be
               entitled to receive  incentive  compensation (a "Bonus") based on
               the Adjusted EBITDA (as defined in Note A): If Adjusted EBITDA of
               the Pivotal Business is:

               Equal to or greater than $780,000,     Then Pivotal pays to
                                                      Executive $30,000 Bonus
                                                      less federal and state
                                                      income tax withholding,
                                                      other deductions required
                                                      by law and other normal
                                                      deductions


          2.3  Employee  Benefits.  During  the  Term,  Executive,   subject  to
               eligibility  and other terms shall be entitled to  participate in
               any  employee  benefits  plans  and  programs  from  time to time
               established by the Company  including,  without  limitation,  any
               group health plans, insurance plans, life insurance plans, profit
               sharing, vacation, pension and other benefit plans adopted by the
               Company. Executive shall be entitled to four weeks paid vacation.

          2.4  Expense  Reimbursement.   The  Company  shall  promptly  pay  all
               reasonable  expenses which are actually  incurred by Executive on
               behalf of the Company  incident to the discharge and  performance
               of Executive's  duties hereunder  including,  but not limited to,
               business  expenses for travel,  as evidenced by vouchers and such
               other reasonable supporting materials as the Company may require.
               Executive  shall  properly  account  for all  expenses  and shall
               maintain  such records with respect  thereto as are in accordance
               with the policies and practices determined by the Board in effect
               from time to time.

          2.5  Auto Allowance.  During the Term,  Executive shall be entitled to
               an automobile  allowance of  twenty-six  payments of Four Hundred
               Fifty  Dollars  ($450.00)  during any given  calendar year of the
               Term in accordance with Pivotal's  customary  payroll  practices.
               Such auto  allowance  shall be in addition to other  compensation
               paid to Executive.

     3.   Covenants of  Executive.  In order to induce the Company to enter into
          this Agreement, Executive hereby covenants as follows:

                                   -- 125 --

          3.1  Inventions  and  Innovations.  Executive  agrees  that all right,
               title and interest in and to any innovation,  design,  technique,
               process,  idea,  product,  system,  program,  machine,  method or
               improvement  which are or have been developed or created in whole
               or in part by  Executive  at any time and at any place during the
               term of his employment by the Company and related to or usable in
               connection  with the business  activities of the Company shall be
               and remain forever the sole and exclusive property of the Company
               unless  otherwise  agreed  to in  writing  between  the  parties.
               Executive  further  agrees to  promptly  reveal  all  information
               relating  to the  same to the  Board  and to  cooperate  with the
               Company and execute  such  documents  as may be  necessary in the
               event that the Board desires to seek  protection on behalf of the
               Company thereafter.

          3.2  Covenant Not To Compete.  In consideration of the consummation of
               the  transactions  contemplated  under this Agreement,  Executive
               hereby  covenants and agrees that for the period beginning on the
               date  hereof and  ending  upon the later to occur of (i) five (5)
               years  from  the  Closing   Date  (as  defined  in  the  Purchase
               Agreement),  or (ii) two (2) years after the Date of Termination,
               Executive will not, alone or in association  with others,  either
               as a principal,  agent,  direct or indirect  owner,  shareholder,
               partner, joint venturer or member, officer,  director,  employee,
               lender, investor, consultant, manager, or in any other capacity:

               (a)  Recruit or hire any  employee of the  Company,  or otherwise
                    attempt to solicit or induce any  employee of the Company to
                    leave the employment of the Company.

               (b)  Solicit any customer or Prospective  Customer of the Company
                    or  otherwise  interfere  with  the  business  relationships
                    between the Company, its customers or Prospective Customers,
                    suppliers  and others  with whom the  Company  conducts  its
                    Clinical Research Services business.

               (c)  Perform any service for any customer or Prospective Customer
                    of the  Company  which is  competitive  in any  manner  with
                    Clinical Research Services which the Company may perform for
                    such  customers  or  Prospective  Customers,  regardless  of
                    whether the Company has or is now  providing  such  Clinical
                    Research Services.

               (d)  Executive  shall not  directly  or  indirectly  solicit  for
                    employment on  Executive's  own behalf,  or on behalf of any
                    other  enterprise,  any  individual  who is or has  been  an
                    employee,  agent or independent contractor of the Company in
                    a  capacity  related  or  pertaining  to  Clinical  Research
                    Services.



                                   -- 126 --

     This  covenant  not to  compete  shall in no way  restrict  the  rights  of
Executive to hold 5% or less of the equity  securities of any corporation  whose
equity securities are listed on a national  securities exchange or are regularly
traded in the over-the-counter  market and for which quotations are available on
the National Association of Securities Dealers Automated Quotation System.

               3.3  Confidentiality.  Executive  acknowledges that, by virtue of
                    his  involvement  with the Company,  he has been, and in the
                    future will be,  exposed to and has had access,  and, in the
                    future  will  have  access,  to  trade  secrets,  processes,
                    computer programs, financial data and information, marketing
                    information,   customer  information,  pricing  information,
                    customer  lists,  information  relating  to the  business or
                    operations  of  the  Company  and  any  other   information,
                    software,   equipment  or   processes   which  are  used  in
                    connection  with or relate to the  Company  or its  members,
                    managers, employees, customers or other vendors or which are
                    otherwise proprietary to or in the possession of the Company
                    ("Confidential  Information") except where such Confidential
                    Information  (i) was or becomes  generally  available to the
                    public other than as a result of a disclosure  by Company or
                    its affiliates to one or more unauthorized  parties, (ii) is
                    required by law to be disclosed  or (iii) is made  generally
                    available  to the public by the Company.  Executive  further
                    acknowledges  that his  expertise,  knowledge and experience
                    in, of and with the  Company  would  enable  him to use such
                    information  to benefit  individuals  or entities other than
                    the  Company.  Executive  hereby  covenants  and  agrees  as
                    follows:

                    (a)  During  the  Term  and at  all  times  thereafter,  the
                         Confidential  Information shall be kept confidential by
                         Executive,  will  not be used in any  manner  which  is
                         detrimental   to  the  Company  or  its   shareholders,
                         members, managers or employees, and will be safeguarded
                         by Executive from  unauthorized  disclosure.  Executive
                         also agrees that  Executive will disclose to the Person
                         or Persons  designated by the Company all  Confidential
                         Information.

                    (b)  Following the  expiration of the Term,  Executive  will
                         return  to the  Company  any  Confidential  Information
                         currently  in his  possession  or  control or which may
                         subsequently come into his possession or control,  will
                         not retain any copies, including non-conforming copies,
                         thereof,  including,  without limitation, all analyses,
                         compilations,  studies or other  documents  in whatever
                         form,  including magnetic media,  prepared by Executive
                         or for  Executive's  use  containing or reflecting  any
                         Confidential Information.  Executive shall not disclose
                         to the Company, use in the Company's business, or cause
                         the Company to use,  any  confidential  or  proprietary
                         information or materials of any third party.



                                   -- 127 --

          3.4  Enforcement  by  Injunction.   Executive  acknowledges  that  the
               protections of the Company set forth in Sections 3.1, 3.2 and 3.3
               of this  Agreement  are of vital  concern  to the  Company,  that
               monetary  damages for any violation  thereof would not adequately
               compensate  the  Company  and that the  Company  is  engaged in a
               highly competitive business.  Accordingly,  Executive agrees that
               the  restrictions  set  forth in  Sections  3.1,  3.2 and 3.3 are
               reasonable and that, in addition to any other remedy, the Company
               shall be entitled to enforce such Sections by injunction  whether
               or not Executive's employment hereunder has terminated. Executive
               hereby waives any  requirement of a bond for such  enforcement by
               injunction.

          3.5  Early  Termination of  Restrictive  Provisions.  The  restrictive
               covenant  set  forth  in  Section  3.2 of  this  Agreement  shall
               terminate  immediately upon the occurrence of (i) any termination
               of Executive not for Cause,  (ii) any  termination  of Michael J.
               Colombo under the Colombo Employment  Agreement not for Cause, or
               (iii) an "Event of Default"  under any Note which is due to PHC's
               failure or refusal to pay amounts due to Sellers thereunder which
               such failure or failures  continue for an aggregate period of not
               less than six (6) months during the Terms of any such Notes.

          3.6  Partial  Enforcement.  If any term or condition of this Agreement
               shall  be  invalid  or  unenforceable  to  any  extent  or in any
               application, then such term or condition shall automatically, and
               without  any  further  action,  be  reformed  so as to retain the
               fullest extent of any  restriction  therein  permitted by law and
               the  remainder  of this  Agreement,  and such term or  condition,
               except  to such  extent  or in  such  application,  shall  not be
               affected  thereby,  and each and every term and condition of this
               Agreement  shall be valid and enforced to the fullest  extent and
               in the broadest application permitted by law.

          3.7  Cumulative Rights. Each and all of the various rights, powers and
               remedies of the Company as set forth in this  Agreement  shall be
               considered  as  cumulative,  with and in  addition  to any  other
               rights, powers or remedies of such parties, and no one of them is
               exclusive  of the  others or is  exclusive  of any other  rights,
               powers and remedies  allowed by law or in equity.  The  exercise,
               partial  exercise  or  non-exercise  of  any  rights,  powers  or
               remedies shall  constitute  neither the election  thereof nor the
               waiver  of any other  rights,  powers or  remedies.  All  rights,
               powers and  remedies  of the  parties  hereto  shall  survive the
               termination of this Agreement.

          3.8  Merger or Reorganization. The Company may assign its rights under
               this  Agreement in accordance  with Section 10.10 of the Purchase
               Agreement.

          3.9  Enforcement.  Executive  agrees and warrants  that the  covenants
               contained  herein are reasonable,  that valid  consideration  has
               been and will be received  therefore and that the  agreements set
               forth herein are the result of arms-length  negotiations  between
               the parties hereto.  Executive  recognizes that the provisions of
               this  Article 3 are  important to the  continuing  welfare of the


                                   -- 128 --

               Company,  and that money damages are an inadequate remedy for any
               violation  thereof.   Accordingly,  in  the  event  of  any  such
               violation by Executive,  Pivotal or PHC, in addition to any other
               remedies  they may have,  shall have the right to  institute  and
               maintain a proceeding to compel specific  performance  thereof or
               to issue an  injunction  restraining  any action by  Executive in
               violation of this Article 3.

         4. Termination of Employment.

               4.1  Death  or  Disability.  Executive's  employment  under  this
                    Agreement  shall  terminate  upon his  death or  Disability.
                    Executive  shall be deemed to be  Disabled in the good faith
                    determination  of the  Board.  At any time and from  time to
                    time,  upon  reasonable  request  therefore  by the Company,
                    Executive shall submit to reasonable medical examination for
                    the purpose of determining the existence,  nature and extent
                    of any such  disability.  The Company  shall  promptly  give
                    Executive  notice of any such  determination  of Executive's
                    Disability  and of the  decision of the Company to terminate
                    Executive's  employment by reason  thereof.  In the event of
                    Disability,  until the Date of  Termination  the Base Salary
                    payable  to  Executive  under  Section  2.1 shall be reduced
                    dollar-for-dollar by the amount of disability  benefits,  if
                    any,  paid to Executive in  accordance  with any  disability
                    policy or program of the  Company.  "Disability"  shall mean
                    the  inability  of  Executive,  by reason  of any  medically
                    determinable  physical or mental  impairment for a period of
                    90  days  during  any 12  month  period,  regardless  of the
                    Executive's  presence or absence at his place of employment,
                    to  carry  out  and  perform  the  duties  and   obligations
                    ordinarily required of Executive.

               4.2  Termination by the Company.

                    (a)  With  or  Without  Cause.  The  Company  may  terminate
                         Executive's  employment  under this  Agreement  with or
                         without  Cause.  "Cause"  means,  (i) commission of any
                         dishonest   act  by   Executive  in   connection   with
                         Executive's   performance   of  activities   including,
                         without  limitation,  but  not  limited  to,  an act of
                         fraud,  embezzlement  or willful  breach of a fiduciary
                         duty to the Company,  (ii)  drunkenness or intoxication
                         while  engaged in Company  business or the use of drugs
                         or  alcohol  in  a  manner  which   adversely   affects
                         performance  of  the  Executive's   activities,   (iii)
                         diversion of any corporate  opportunity  of the Company
                         for  Executive's  direct  or  indirect  benefit,   (iv)
                         commission   by   Executive   of  any  act  of   sexual
                         harassment,  discrimination  or other  violation of any
                         similar statute, ordinance, law or regulation regarding
                         human  rights,  (v) any act or  omission  by  Executive
                         which  causes  the   disqualification,   expiration  or
                         termination of the Company's license which is issued by
                         any governmental or quasi governmental  authority under
                         any statute governing the business or operations of the
                         Company and which such disqualification,  expiration or


                                   -- 129 --

                         termination  has a  Material  Adverse  Effect  upon the
                         Company's ability to conduct business,  (vi) the breach
                         by Executive of Article 3 of this  Agreement,  or (vii)
                         Executive's  failure  to  use  commercially  reasonable
                         efforts to perform his duties under this  Agreement and
                         Executive's failure to cure such non-performance within
                         thirty  (30)  calendar  Days  after  receipt of written
                         notice from the Company  specifying  the nature of such
                         failure,  or if such  failure  is not  capable of being
                         cured  within  thirty  (30)  calendar  days,  Company's
                         acceptance,  in  writing,  of a written  plan of action
                         submitted to the Company,  in writing,  within ten (10)
                         calendar  days of  receipt  of  such  notice  from  the
                         Company,   that  sets  forth  a  reasonable   plan  for
                         Executive's  cure of the  failure,  provided,  however,
                         that two or more occurrences of Executive's  failure to
                         use  commercially  reasonable  efforts to  perform  his
                         duties  under  this  Agreement  during the term of this
                         Agreement  shall,  at Company's  option,  constitute an
                         immediate termination for Cause.

                    4.3  Termination  by  Executive.   Upon  thirty  days  prior
                         written  notice  Executive may terminate his employment
                         under this  Agreement  with or without  Good Reason (as
                         defined below) If such termination is with Good Reason,
                         Executive  shall give the Board of PHC written  notice,
                         which shall identify with  reasonable  specificity  the
                         grounds for  Executive's  resignation.  For purposes of
                         this  Agreement,  "Good  Reason"  shall mean any of the
                         following:  (i) a reduction in Executive's compensation
                         in  violation of Section 2.1 of this  Agreement,  which
                         reduction  is  accomplished  without the prior  written
                         consent of  Executive,  (ii) a material  diminution  in
                         Executive's  duties  and  responsibilities  under  this
                         Agreement  for a period of one month or more other than
                         by virtue of  Executive's  Disability,  which  material
                         diminution  is  accomplished  without the prior written
                         consent of Executive,  or the mutual written  agreement
                         of Executive and Company,  or the unilateral conduct of
                         the  Executive,   (iii)  the  failure  to  pay  any  of
                         Executive's   compensation   when  due  (including  any
                         Bonus),  except  in the case of  Executive's  breach of
                         this   Agreement   or  any  other   agreement   between
                         Executive,  the  Company  or its  affiliates,  (iv) any
                         material breach of, or material  failure of the Company
                         to perform,  any material  provision of this Agreement,
                         including  but not  limited  to,  the Bonus  provisions
                         contained  in  Sections  2.2,  and the  failure of such
                         breaching party to cure such breach or  non-performance
                         within the applicable "Cure Period", or (v) any failure
                         by  PHC  to  fund   the   Company's   working   capital
                         requirements   in   accordance   with  the   terms  and
                         conditions  and in the amount set forth in Section  3.5
                         of  the  Purchase   Agreement,   which   failure  would
                         materially  impair  Executive's  ability to perform the


                                   -- 130 --

                         duties set forth in attached Exhibit A. For purposes of
                         this  Agreement,  the term "Cure  Period"  shall mean a
                         period  of time  that  commences  upon  the  giving  of
                         written  notice  by a  non-  defaulting  party  to  the
                         defaulting  party(ies)  that a  breach  or  failure  to
                         perform has occurred and expires ten (10) calendar days
                         from the date such  notice  is given or  deemed  given.
                         Executive  may  terminate  his  employment  under  this
                         Agreement  with or  without  Good  Reason  (as  defined
                         above).  If  such  termination  is  with  Good  Reason,
                         Executive shall give the Company written notice,  which
                         shall identify with reasonable  specificity the grounds
                         for Executive's resignation.

                    4.4  Date of Termination.  "Date of Termination"  shall mean
                         the earlier of (a) the  expiration of the Term, and (b)
                         if  Executive's   employment  is  otherwise  terminated
                         whether by  Executive or by Pivotal or PHC, the date on
                         which Executive's  employment with the Company actually
                         terminates.

                    4.5  No Event of Default under  Transaction  Documents.  Any
                         termination  of  this  Agreement  by  Pivotal,  PHC  or
                         Executive  (whether  with or without  Cause and whether
                         with or without  Good Reason)  shall not  independently
                         constitute  an event of  default  for  purposes  of the
                         Transaction   Documents,   and  no  independent  action
                         initiated by Executive,  PHC or Pivotal for a breach of
                         the terms and conditions of this  Agreement  shall give
                         rise  to  a   separate   cause  of  action   under  the
                         Transaction  Documents  except the rights  specifically
                         set forth in the Notes.

     5.   Compensation Upon Termination.

          5.1  As a Result of Death, Disability, Cause or Resignation.

               (a)  Death  or  Disability.  Subject  to  Executive's  continuing
                    compliance with the terms of this Agreement,  if Executive's
                    employment  under this Agreement is terminated  prior to the
                    expiration of the Term by reason of his death or disability,
                    then  Executive  (or in the case of his death,  his personal
                    representative)  shall be entitled to receive the the amount
                    of his Accrued  Obligations (as defined below),  such amount
                    to be paid in  accordance  with the  Company's  ordinary and
                    customary  payroll  practices.  As used  in this  paragraph,
                    "Accrued  Obligations" means, as of the Date of Termination,
                    (i) any payments which  Executive may be entitled to receive
                    pursuant to any Company  employee  benefits plan or program,
                    (ii) any  earned but  unpaid  Base  Salary as of the date of
                    such  termination,  or (iii) any accrued and unpaid  expense
                    reimbursements  or auto  allowance  pursuant to Sections 2.4
                    and/or  2.5,  (iv) any  accrued or earned  and unpaid  Bonus
                    pro-rated through the Date of Termination.



                                   -- 131 --

               (b)  Termination for Cause;  Resignation  Without Good Reason. If
                    Executive's  employment  under this  Agreement is terminated
                    prior  to  the  expiration  of the  Term  by  reason  of his
                    termination  by the  Company  for  Cause or his  resignation
                    without Good Reason, then Executive shall solely be entitled
                    to receive the following  benefits:  (i) any benefits  which
                    Executive may be entitled to receive pursuant to any Company
                    employee  benefits  plan,  (ii) any earned,  but unpaid Base
                    Salary,   and  (iii)  any   accrued   but   unpaid   expense
                    reimbursements,  subject to Section  2.4, or auto  allowance
                    pursuant to Section 2.5.

          5.2  By Executive for Good Reason or the Company other than for Cause.


     If,  prior to  scheduled  expiration  of the Term,  the Company  terminates
Executive's employment without Cause, or Executive terminates his employment for
Good  Reason,  Executive  shall be entitled  to receive the Accrued  Obligations
described in Section 5.1(a).

          5.3  No  Mitigation.  Executive  shall not be required to mitigate the
               amount of any payment or benefit  provided  for in this Section 5
               by  seeking  other  employment  or  otherwise,   and,  except  as
               otherwise  expressly provided in Sections 5.1 or 5.2, the amounts
               of compensation or benefits payable or otherwise due to Executive
               under this Section 5 or other  provisions of this Agreement shall
               not be reduced by compensation or benefits  received by Executive
               from any other employment he shall choose to undertake  following
               termination of his employment under this Agreement.

     6.   Miscellaneous.

          6.1  Binding Effect. This Agreement shall be binding upon and inure to
               the benefit of the heirs and representatives of Executive and the
               successors and assigns of the Company.

          6.2  Notices. All notices or other  communications  hereunder shall be
               made  in  writing  and  shall  be  deemed  duly  given  (a)  when
               personally  delivered to the intended recipient (or an officer of
               authorized representative of the intended recipient),  (b) on the
               day of transmittal  when sent by facsimile with  confirmation  of
               receipt if sent prior to 5:00 pm, or on the immediately following
               day if sent after 5:00 pm,  (c) on the first  business  day after
               the date  sent  when sent by a  nationally  recognized  overnight
               courier  service,  or (d) three business days after it is sent by
               first class U.S. mail, postage prepaid, to the intended recipient
               at the address set forth below:



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                  (a) to PHC or Pivotal, to it at:

                           PHC, Inc.
                           200 Lake Street, Suite 102
                           Peabody, MA  01960
                           Attention:  Bruce A. Shear, President
                           Facsimile No.:  (978) 536-2677



                  with a copy to:

                           Arent Fox Kintner Plotkin & Kahn, PLLC
                           1050 Connecticut Avenue, NW
                           Washington, DC  20036-5339
                           Attention:  J. Aaron Ball, Esq.
                           Facsimile No.:  (202) 857-6395

               (b)  to  Executive,  at the  address  set  forth in the  Purchase
                    Agreement.

Any party may change the address to which notices and  communications  hereunder
are to be delivered by giving the other  parties  notice in the manner set forth
herein.

     6.3  Construction.  As used in this Agreement, unless the context otherwise
          requires:  (i)  references  to  "Section"  are to a  section  of  this
          Agreement;  (ii) all  "Exhibits"  referred to in this Agreement are to
          Exhibits  attached to this  Agreement and are  incorporated  into this
          Agreement  by  reference  and  made a part  of this  Agreement;  (iii)
          "include",  "includes"  and  "including"  are deemed to be followed by
          "without  limitation" whether or not they are in fact followed by such
          words or words  of like  import;  (iv)  the  headings  of the  various
          sections and other  subdivisions of this Agreement are for convenience
          of  reference  only and shall not  modify,  define or limit any of the
          terms or provisions of this Agreement; and (v) "knowledge" of a person
          means the actual  knowledge  of such person and the  knowledge  that a
          prudent  individual  could be expected to discover or otherwise become
          aware  of in the  course  of  conducting  a  reasonable  investigation
          concerning the existence of the matters addressed.

     6.4  Assignment. This Agreement shall not be assignable by Executive.

     6.5  Execution in  Counterparts.  This  Agreement may be executed in two or
          more  counterparts,  and by facsimile  signature,  each of which shall
          constitute an original, but all of which together shall constitute but
          a single instrument.

     6.6  Jurisdiction  and Governing Law. This  Agreement  shall be governed by
          and  construed  in  accordance  with the laws of the State of  Arizona
          applicable to agreements made and to be performed in Arizona.  Any and
          all disputes  arising out of,  related or pertaining to this Agreement
          shall be resolved in accordance  with the  Arbitration  provisions set
          forth in Section 10.12 of the Purchase Agreement.

     6.7  Severability.  If any provision of this Agreement,  or the application
          of any provision to any person or  circumstance,  shall for any reason
          and to any extent be invalid or  unenforceable,  the remainder of this
          Agreement and the  application  of that  provision to other persons or
          circumstances  shall not be affected but shall be enforced to the full
          extent permitted by law.



                                   -- 133 --

     6.9  Complete  Agreement;  Modification  and  Termination.  This  Agreement
          contains  a  complete  statement  of all the  arrangements  among  the
          parties with respect to its subject  matter,  supersedes  all existing
          agreements  among  them  concerning  that  subject  matter  and may be
          modified,  waived or terminated only by a written instrument signed by
          the parties.



     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the day and year first above written.


                                            PHC, Inc.



                                            By:  /a/  Bruce A. Shear
                                                 ______________________
                                            Name:     Bruce A. Shear
                                            Title:    President

                                            Pivotal Research Centers, L.L.C.



                                            By:  /a/  Bruce A. Shear
                                                 ______________________
                                            Name:     Bruce A. Shear
                                            Title:    President


                                            EXECUTIVE


                                                 /s/ Louis C. Kirby
                                                  ______________________
                                                     Louis C. Kirby


                                   -- 134 --

                                    Exhibit A

                            Executive Job Description

1.   Oversee Business Development  Activities for Pivotal,  including soliciting
     studies in core indication areas, identifying and providing recommendations
     for new  indications,  promoting  Pivotal  as a  research  center,  sharing
     Pivotal study leads for  distribution to other Clinical  Research  Services
     sites  within  the  PHC  system;   and  nurturing  and  building   industry
     relationships.

2.   Participate in direct patient care as an  Investigator.  Advise on clinical
     operations at all Clinical  Research  Services sites, and provide or assist
     with additional clinical staff training, as necessary.

3.   Assist with Clinical  Research  Services  within the PHC system,  including
     evaluating  study  capabilities  of  existing  investigators;   identifying
     physician  candidates  at  each  site;  mentoring  physicians  in  business
     development;  identifying key industry meeting and speaking  engagements in
     which  Pivotal  investigators  are  introduced to sponsors and key industry
     people.

4.   Participate and provide input to corporate strategic planning activities.








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