Providence Service Corporation 64 East Broadway Blvd. Tucson, Arizona 85701 November 19, 2012

Position

•        Interim Chief Executive Officer

•        You will no longer be Lead Director, effective immediately

Term

•        The date hereof through June 30, 2013, “at will” therafter

•        Entitled to Base Compensation through June 30, 2013 if terminated without Cause or resign with Good Reason

Base Compensation

•        $59,500 monthly

Bonus Opportunity

•        Payable on achievement of budgeted 2013 EBITDA performance

•        50% of annualized Base Compensation, pro-rated based on number of days of employment during 2013 divided by 365 in the event the employment terminates prior to the end of the year

•        Paid within thirty (30) days following completion of audit for calendar year

•        Option to purchase 22,500 shares under and subject to Providence’s 2006 Plan

•        Exercise price equal to fair market value on date of grant by Compensation Committee

•        Vest at end of current term as director (2014) (assuming continued role as director at least until that time)

•        All benefits to which senior executive officers of Providence are entitled from time to time including 401(k) plan, Deferred Compensation Plan, and health, dental and disability insurance

•        Personal computer and opportunity to purchase at depreciated value upon cessation of employment

•        “Cause” and “Good Reason” to be defined in similar fashion as current agreements with Named Executive Officers

•        Subject to Non-Competition, Non-Disparagement and Non-Solicitation covenants for two years following cessation of employment for any reason

•        The parties will negotiate and enter into definitive documentation regarding the arrangements herein set forth as soon as practicable following the date hereof.