EXHIBIT 10.43



                              ASSIGNMENT AGREEMENT


     THIS  ASSIGNMENT  AGREEMENT (this  "Agreement") is made,  effective for all
purposes,  as of the 1st day of November 2002, by and between  National  Medical
Health Card Systems,  Inc., a corporation  organized  under the laws of Delaware
("NMHC"), Integrail Acquisition Corp., a corporation organized under the laws of
Delaware and a wholly owned subsidiary of NMHC (collectively the "Assignee") and
Health Solutions,  Ltd., a corporation organized under the laws of New York (the
"Assignor").

                              W I T N E S S E T H :

     WHEREAS, Assignees and Assignor are parties to an Asset Purchaser Agreement
dated as of November 1, 2002 (the "Purchase  Agreement")  whereby  Assignees are
purchasing  all of the assets that are used in connection  with the Business (as
such term is defined in the Purchase Agreement) of Assignor;

     WHEREAS,  pursuant to the Purchase  Agreement  Assignor agrees to assign to
Assignees  certain of its Intellectual  Property (as such term is defined in the
Purchase Agreement) as set forth in Schedule 1;

     WHEREAS,  Assignor  desires  to  assign  and  convey  to  Assignee  certain
Intellectual Property assets (the "Assets") as set forth in Schedule 1 hereto;

     NOW  THEREFORE,  in  consideration  of the foregoing  promises,  the mutual
covenants  set forth  herein,  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  Assignor and Assignee
hereby agree as follows:


                                    ARTICLE I
                                   ASSIGNMENT

     Assignor  hereby  assigns,  transfers  and  conveys  to  Assignees  all  of
Assignor's right,  title and interest in and to the Assets described in Schedule
1. Assignor agrees,  at the expense of the Assignor,  to execute and deliver all
further  instruments  and  documents,  and take all  further  action that may be
necessary  or  desirable  in order  to  perfect  the  assignment  of the  Assets
described in Schedule 1.

                                   ARTICLE II
                                   LIABILITIES

     Assignees  hereby  assume  and  agree  to pay,  discharge  or  perform,  as
appropriate,  and to indemnify and hold Assignor and its assignees harmless from
and  against  any  and all  liabilities,  suits,  claims,  losses,  damages  and
expenses,   including  costs  and  reasonable   attorneys'  fees  and  costs  of
investigation,  relating to, or arising from, the Assets  relating to or arising
out of Assignees' use of the Assets after the date of this Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     Section 3.01.  Representations and Warranties of Assignor.  Assignor hereby
acknowledges, represents and warrants to Assignees that:

     (a) Assignor,  to the best of its knowledge,  owns all of the right,  title
and  interest  in and to the  Assets  free and  clear of any and all  liens  and
encumbrances.

     (b) it has all  necessary  authority  to  execute,  deliver and perform its
obligations  under  this  Agreement,  and it has taken all  necessary  action to
approve and adopt this  Agreement  and  authorize  its  execution,  delivery and
performance;

     (c) this  Agreement  has been  duly  executed  and  delivered  on behalf of
Assignor and this Agreement constitutes a legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms;

     (d) the  consent of any person or entity that is required to be obtained in
order for  Assignor to execute,  deliver or perform its  obligations  under this
Agreement has been obtained.

     (e) to the  best of  Assignor's  knowledge,  all of the  assets  listed  on
Schedule 1 represent all of the Intellectual  Property assets used in connection
with the Business.

     Section 3.02. Representations and Warranties of Assignees. Assignees hereby
represent and warrant to Assignor that:

     (a) it has all  necessary  authority  to  execute,  deliver and perform its
obligations  under  this  Agreement,  and it has taken all  necessary  action to
approve and adopt this  Agreement  and  authorize  its  execution,  delivery and
performance;

     (b) this  Agreement  has been duly executed and delivered on behalf of each
of the Assignees and this  Agreement  constitutes  the legal,  valid and binding
obligation of such party,  enforceable against such party in accordance with its
terms;

     (c) Assignees have all requisite  power,  authority and capacity to acquire
and hold the interests which comprise the Assets.

                                   ARTICLE IV
                                     NOTICES

     All notices,  requests, demands and other communications hereunder shall be
in writing and shall be deemed given when  delivered  personally or when sent by
Federal  Express  or  any  other  reputable  overnight  courier  service  to the
recipient thereof addressed to the address as set forth below.

         If to Assignor:

         Health Solutions, Ltd.
         23 British American Boulevard
         Latham, New York 12110
         Attention: Christopher DelVecchio

         With a copy to:

         Gary L. Lombardi, Esq.
         Lombardi, Reinhard, Walsh & Harrison, P.C.
         III Winners Circle
         Albany, New York 12205

         If to Assignees:

         National Medical Health Card Systems, Inc.
         26 Harbor Park Drive
         Port Washington, New York 11050
         Attention:  Chief Financial Officer

         With a copy to:

         National Medical Health Card Systems, Inc.
         26 Harbor Park Drive
         Port Washington, New York 11050

         Attention: Jonathan Friedman, Esq.

                                    ARTICLE V
                        AMENDMENT, WAIVER AND TERMINATION

     Any  provision of this  Agreement may be amended or modified in whole or in
part and  performance  under any  provision of this  Agreement  may be waived in
whole or in part, at any time, by an agreement or instrument in writing executed
by the party who would be adversely affected by any such amendment, modification
or  waiver.  The  waiver  by any  party of a  breach  of any  provision  in this
Agreement  shall  not  operate  or be  construed  as a  waiver  of any  other or
subsequent breach hereunder.


                                   ARTICLE VI
                                  MISCELLANEOUS

     Entire Agreement. This Agreement contains the entire agreement between each
party hereto with respect to the  transactions  contemplated  hereby,  all prior
negotiations  and  discussions by and among each party hereto  pertaining to the
subject  matter hereof which are not reflected in this Agreement are merged into
this Agreement and have no further force and effect.

     Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the  State of New York  without  giving  effect  to
conflict of laws principles thereof.

     Binding Effect. This Agreement shall inure to the benefit of and be binding
upon each party hereto and their respective successors and permitted assigns.

     Counterparts.  This Agreement may be executed simultaneously in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument.

     Interpretation.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Severability.  Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the  extent  of such  invalidity,  illegality  or  unenforceability,  without
affecting in any way the remaining  provisions  hereof in such  jurisdiction  or
rendering  that or any other  provision of this  Agreement  invalid,  illegal or
unenforceable in any other jurisdiction. Each party hereby agrees that as to any
provision which is rendered  unenforceable under the terms of this Section, they
shall amend this  Agreement so as to add a provision of similar  import which is
enforceable.

     Further Assurances. Assignor agrees to use reasonable commercial efforts to
execute and deliver such other  instruments,  documents and agreements as may be
necessary or advisable to consummate the  assignment of the Assets  contemplated
by this  Agreement,  provided  however,  that if Assignor  incurs  out-of-pocket
expenses  from  engaging  any  outside law firm or  representative  in so doing,
Assignees shall reimburse  Assignor for the reasonable cost incurred by Assignor
resulting from such engagement.

     IN WITNESS  WHEREOF,  Assignor and each Assignee have caused this Agreement
to be executed by their respective  officers thereunto duly authorized as of the
date first written above.

                                            NATIONAL MEDICAL HEALTH CARD
                                              SYSTEMS, INC.


                                            By:  /s/ James J. Bigl
                                                -----------------------------
                                                     James J. Bigl, President


                                            INTEGRAIL ACQUISITION CORP.

                                            By:  /s/ James J. Bigl
                                                ------------------------------
                                                     James J. Bigl, President




<PAGE>




                                   SCHEDULE 1

                      List of Intellectual Property Assets
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--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
Mark                                    Status                      Date             Serial No.       Next Steps
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------

--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
Integrail Health Information            Notice of Allowance         8/27/2002        78/044423        Need to File a Statement of
Management                                                                                            Use by February 2003
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
Integrail                               Awarded Registration No.    9/17/2002        78/004429        Registration No. 2,622,324
                                        Posted on www.uspto.gov;
                                        awaiting arrival of
                                        Certificate of
                                        Registration
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
Magellan Episode Finder                 Certificate of              5/7/2001                          Registration No. 2,441,981
                                        Registration
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
Integrail ForeRunner                    Notice of Publication       10/25/2002       78/126881        If no opposition, will receive
                                                                                                      certificate of registration in
                                                                                                      a few months
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------
I/O Analytics                           Did Trademark Search        2/18/2002                         File Intent to Use Application
--------------------------------------- --------------------------- ---------------- ---------------- ------------------------------

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