Item 1.01 Entry into a Material Definitive Agreement

On January 12, 2009, PHC, Inc. (the "Company") entered into a definitive asset purchase agreement (the "Agreement") to sell the assets of its research division, Pivotal Research Centers, Inc. ("Pivotal"), a Delaware corporation, to Premier Research International, LLC ("Premier") a Delaware limited liability company. The other parties to the Agreement included Premier Research Arizona, LLC, a Delaware limited liability company and wholly-owned subsidiary of Premier, and Pivotal Research Centers, LLC, an Arizona limited liability company.

Under the terms of the agreement Premier will pay the Company $3,000,000 in cash at the closing in exchange for all the assets of Pivotal, except for certain excluded assets, and Premier will assume a minimal amount of operating liabilities. In addition to the above, additional payments of up to $2,000,000 will be paid contingent on specific earnings targets being met in the twelve calendar months following the closing. The parties anticipate closing by February 28, 2009, contingent upon the completion of final documentation and other typical conditions as provided in the Agreement, as well as Premier's financing and credit arrangements and obtaining the consent of CapitalSource, Inc., as lender to the Company. Premier Research Group, Ltd, a limited company organized under the laws of England and Wales and parent of Premier, has guaranteed all of Premier's obligations under the Agreement. The Company will also incur a broker fee of approximately $150,000 as part of the transaction.

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