Exhibit 10.42

           SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
          NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND JAMES BIGL


     This Second  Amendment  dated April 15, 2002 and effective on June 12, 2002
("Effective  Date") is by and among National Medical Health Card Systems,  Inc.,
(the  "Company")  and James Bigl  ("Employee").  All defined terms used, but not
otherwise defined herein,  shall have their meanings set forth in the Employment
Agreement,  as  amended,  between  Company  and  Employee  dated May 3, 2000 and
amended July 18, 2001 (the "Amended Employment Agreement").

                                   WITNESSETH:

     WHEREAS,  the Company and Employee have entered into the Amended Employment
Agreement; and

     WHEREAS,  both the Company and the Employee  are desirous to amend  certain
provisions of the Amended Employment Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, the parties agree as follows:

     1. For purposes of this Second Amendment, the "Extended Term" as defined in
Paragraph 1.1 of the Amended Agreement shall mean the period commencing June 12,
2002 and  ending  (subject  to the  provisions  of  Section 5 of the  Employment
Agreement) on June 11, 2003.  Such  Extended  Term may be further  extended upon
mutual  agreement  by the  parties  and  pursuant  to the  terms of the  Amended
Agreement.

     2.  Paragraph  2.1 shall be amended by deleting  the first  sentence in its
entirety and substituting the following:

          "During the Employment  Period,  the Employee shall be employed by the
     Company and shall serve as its President and Chief Executive Officer."

     3. In addition to the existing provisions reflected in Paragraph 3.1 of the
Amended  Agreement,  Paragraph  3.1 shall be  amended  by  adjusting  Employee's
compensation for the Extended Term as follows:

               During the Extended Term, as full  compensation  for his services
          and undertakings pursuant to the Amended Agreement, the Employee shall
          receive  a  salary  at a rate of  $263,000.00  per  year,  subject  to
          adjustment as set forth in the Amended Agreement.

     4. In addition to the Stock  Options  granted to Employee in Paragraph 4 of
the Amended Agreement,  the Employee will be granted by the Company an option to
purchase  100,000 shares of Common Stock of the Company,  in accordance with the
terms of a Stock Option Agreement attached hereto as Exhibit A.
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     4. Except as expressly  provided  herein,  all terms and  conditions of the
Amended Agreement shall be unmodified and in full force and effect.

     5.  From and  after the  execution  and  delivery  of this  Amendment,  all
references  to  the  Amended   Agreement   contained  in  other  agreements  and
instruments  executed  and  delivered  pursuant  to or in  connection  with  the
Agreement shall  hereinafter  mean and refer to the Ameded  Agreement as amended
hereby.

     6. This Amendment may be executed in  counterparts  by the parties  hereto,
all of  which  shall  constitute  one  and  the  same  instrument.  A  facsimile
transmission of this signed  amendment  bearing a signature on behalf of a party
hereto shall be binding on such party.


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IN WITNESS WHEREOF, the Company and Employee have executed this Second Amendment
the day and year first above written.

                          NATIONAL MEDICAL HEALTH CARD
                          SYSTEMS, INC.
                          By:

                         _______________________________
                         Bert E. Brodsky, Chairman of the Board


                         _______________________________
                         James Bigl