Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2008 the Company entered into Stock Purchase Agreements with First Quadrant Mercury, L.P. and Camden Partners Limited Partnership and Camden Partners II Limited Partnership and Camden Partners Capital Management, LLC to repurchase 200,000 shares of the Company Class A Common Stock, $0.01 par value per share (AMEX - PHC), at the closing market price on December 29, 2008 of $1.46. The sellers are reporting beneficial shareholders of greater than 10% of the Company Class A Common Stock as of the date of these agreements.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith:

Exhibit No. Exhibit Description

10.28 Stock Purchase Agreement by and between PHC, Inc. and First Quadrant Mercury, L. P. dated December 30, 2008. Stock Purchase Agreement by and between PHC, Inc. and Camden Partners Limited Partnership and Camden Partners II Limited Partnership and Camden Partners Capital Management, LLC (CPCM) dated December 30, 2008. 10.29

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